This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (as amended), which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018. Upon publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

11 November 2025

 

Shearwater Group plc

("Shearwater", or the "Group")

 

Results for the 15-month period ended 30 June 2025

Significant growth in revenue and adjusted EBITDA

Shearwater Group plc, the cybersecurity, advisory and managed security services group, announces its audited final results for the 15-month period ended 30 June 2025.

Financial Highlights

 

·      Revenue of £39.5m (FY24 (restated): £24.4m¹), representing annualised growth of 29% (£41.4m prior to application of revised revenue recognition policy*)

o  Underpinned by strong growth in the Group's Services division

·      Adjusted EBITDA² of £2.2m (FY24 (restated): £0.9m¹), up 91% on an annualised basis

·      Adjusted profit before tax³ of £0.6m (FY24: loss of £0.6m¹)

·      Adjusted EPS of 3.0p per share (FY24 (restated): 0.5p)

·      Strong financial position, with closing cash of £5.1m (FY24: £5.0m) and no debt

·      One off exceptional costs of £11.3m (FY24: £0.5m), comprising of:

o  Non-cash impairment charge to goodwill and intangibles: £11.1m

o  Restructuring and other costs: £0.2m

 

*Prior year adjustment applied to reflect revised revenue recognition policy in respect of provision of third-party cloud hosted cyber security solutions and third party support and maintenance contracts.  The revised policy moves from recognition at the point of delivery to recognition over the duration of the contract. Without this revised policy, revenue for the 15-month period would have been £41.4m and Adjusted EBITDA would have been £2.3m, both slightly ahead of market expectations. Further detail in respect of this adjustment is provided in the Financial Review.

 

Operational Highlights

 

·      Strong growth in the Services division, with revenue rising to £37.0m (annualised growth of 34%¹), driven by a combination of repeat business from long-standing, blue-chip, customers and new client acquisitions

·      A number of contract wins including:

o  $12.8m five-year contract with leading global telco (new client) with development and security of 5G network

o  £8.4m contract renewal with leading telco (long-standing client) for provision of assurance solutions across technology domains

·      Awarded supplier status onto the Government's G-Cloud 14 framework, opening up more public sector opportunities

·      Investment in proprietary AI tools to enhance quality of client solutions and ability to respond to tenders in efficient and scalable manner; Brookcourt Solutions became one of the first UK organisations to achieve prestigious ISO 42001 certification for responsible and effective management of AI systems

·      Delivered a number of feature enhancements to proprietary Multi-Factor Authentications solutions, with objective of returning Software segment of the business to growth in FY26

 

Outlook

 

·      Increasing frequency, complexity and scale of cyber-security threats expected to drive continued growth in the sector

·      While procurement cycles can still be elongated, budgets are now being unlocked in line with the trend towards organisations committing to essential cybersecurity spend

·      Group well placed to capitalise as a result of:

o  The deep knowledge and trusted reputation of each of its constituent companies

o  Its particular expertise in valuable and highly-regulated Telco and Financial Services Sectors

o  Ability to service expected increase in public sector investment in cyber security

o  Its strong balance sheet as a platform for growth

·      Growing pipeline of opportunities provides confidence in the ongoing delivery of growth in both revenue and EBITDA in FY26

 

Phil Higgins, CEO of Shearwater Group, commented: "The past 15 months have been a period of significant progress for Shearwater. We have delivered strong revenue and EBITDA growth, maintained a robust balance sheet, and broadened our client base.  This growth reflects the investment we have made in the quality of our solutions, our people and the high regard in which each of the Shearwater Group companies is held.

  

"The cybersecurity landscape continues to evolve rapidly, with threats becoming more frequent, more complex, and more damaging.  Against this backdrop, organisations are recognising the need to commit to investment in their defences.  This will create further opportunity for Shearwater Group and we look forward to FY26 and beyond with optimism."

 

Investor Presentation

 

Shearwater Group's CEO, Phil Higgins and CFO, Jonathan Hall, will provide a live investor presentation relating to the results via the Investor Meet Company platform on 12 November 2025 at 1:30pm.

 

Investors can sign up to Investor Meet Company for free and add to meet Shearwater Group via: https://www.investormeetcompany.com/shearwater-group-plc/register-investor

 

A video interview with Phil Higgins, CEO, and Jonathan Hall, CFO, is available to view here: https://www.voxmarkets.co.uk/articles/interview-with-shearwater-group-651e8d7

 

 

 

1 - FY24 Income Statement comparatives reflect 12 month period to 31 March 2024.  Annualised growth rates have been calculated by multiplying FY25 results by 12/15 to create an annual equivalent and comparing this to the FY24 value

2 - Adjusted EBITDA is defined as profit before tax, before one off exceptional items, share based payment charges, finance charges, impairment of intangible assets, depreciation and amortisation.

3 - Adjusted Loss Before Tax defined as net profit before tax, exceptional items, share based payments and amortisation of acquired goodwill

 

Enquiries:

 

Shearwater Group plc David Williams, Chairman Phil Higgins, CEO Jonathan Hall, CFO	www.shearwatergroup.com c/o Alma
Cavendish Securities plc  Adrian Hadden / Ben Jeynes/ Elysia Bough - Corporate Finance Dale Bellis / Michael Johnson - Broking/ Sales	+44 (0) 20 7397 8900
Alma Justine James / Joe Pederzolli / Emma Thompson	shearwater@almastrategic.com +44 (0) 20 3405 0205

 

About Shearwater Group plc

 

Shearwater Group plc is an award-winning group providing cyber security, managed security and professional advisory solutions to create a safer online environment for organisations and their end users. 

 

The Group's differentiated full service offering spans identity and access management and data security, cybersecurity solutions and managed security services, and security governance, risk and compliance. Its growth strategy is focused on building a scalable group that caters to the entire spectrum of cyber security and managed security needs, through a focused buy and build approach.

 

The Group is headquartered in the UK, serving customers globally across a broad spectrum of industries.

Shearwater shares are listed on the London Stock Exchange's AIM under the ticker "SWG".  For more information, please visit www.shearwatergroup.com.

 

 

Chairman's statement

 

I am delighted to report on a period of excellent progress for Shearwater Group, during which we delivered significant growth in both revenue and Adjusted EBITDA profitability. This strong performance reflects the success of our strategy, the quality of our people and the growing relevance of our services in a complex and fast-moving cybersecurity landscape.

 

Cybersecurity: a strategic imperative

 

Cybersecurity is now a key strategic issue for almost every organisation. The threat environment is becoming increasingly sophisticated, with cyber risks escalating in scale, frequency and impact. Over recent months, the cost of failure has never been more visible - reinforcing the critical importance of cyber resilience as a Board-level priority.

 

This context places Shearwater Group in a position of strength. Our portfolio of award-winning businesses, each with a strong reputation in their respective fields, continues to be trusted by some of the most prestigious companies in the world. This trust is earned through the consistent quality of our delivery, the depth of our technical expertise, and the proven value we provide to our customers in safeguarding their most critical digital assets.

 

Performance and progress

 

The Group delivered strong organic growth in the 15 months to 30 June 2025. Our improved underlying profitability demonstrates the benefits of our strategic positioning and our commitment to driving long-term value for all stakeholders.

 

We have continued to invest in innovation, in our people, and in broadening the scope of our services, ensuring we remain ahead of emerging threats while supporting clients in navigating increasingly complex regulatory and technological environments.

 

Our people and stakeholders

 

None of this would be possible without the exceptional people across our Group. I would like to extend my sincere thanks to our executive team and our talented colleagues throughout the business, whose commitment, professionalism and deep domain expertise are central to our success.

 

I would also like to thank our Non-executive Directors and members of our Advisory Panel for their insight and guidance, and to express our appreciation to our customers and shareholders for their continued loyalty and trust in Shearwater Group.

 

Looking ahead

 

Cybersecurity will remain a defining challenge for organisations globally and with that comes opportunity. With a strong reputation, trusted client relationships and a clear strategic direction, Shearwater Group is well positioned to continue delivering sustainable growth and value.  We have a strong balance sheet, with significant net cash. As we look to the future, we do so with confidence.

 

On behalf of the Board, thank you for your continued support.

 

 

 

 

David Williams

Chairman

 

10 November 2025

 

Chief Executive's review

 

The period to 30 June 2025 was one of significant financial and operational progress for Shearwater Group as we strengthened our position as a trusted partner for cutting-edge cybersecurity solutions. Building on a streamlined corporate structure, we have enhanced our Services division, reflected in the increase in larger contract wins and we continue invest in innovation to improve delivery and resilience.

 

Revenue of £39.5 million represented annualised year-on-year growth of 29% (FY24: £24.4 million (restated)), while Adjusted EBITDA of £2.2 million represented growth of 91% (FY24: £0.9 million (restated)).

 

We maintain a robust balance sheet, closing the period with £5.1 million in cash (FY24: £5.0 million) and no debt. This position was strengthened further by a £1.75 million customer receipt in the week following the period end.

 

Our strong financial foundation, combined with a growing customer base, a well-established reputation, and the increasing imperative for organisations to invest in cybersecurity, positions Shearwater well for continued profitable growth as we look ahead to FY26.

 

Group operational review

 

The 15-month period to 30 June 2025 coincided with an increasingly complex cybersecurity landscape. The frequency and sophistication of threats facing businesses continued to grow, ranging from opportunistic attacks by individuals to highly co-ordinated efforts by nation states targeting critical infrastructure and financial systems. The tools available to those with malicious intent are also evolving rapidly, driven in no small part by the advancement of artificial intelligence. At the same time, organisations are navigating increasingly decentralised working practices, introducing new vulnerabilities that require continuous monitoring and mitigation.

 

While the existence of these threats is not new, our performance in FY23 and FY24 was impacted by extended decision-making cycles, which in turn delayed expected revenues. Such critical investment decisions, however, cannot be deferred indefinitely. We are now seeing a positive shift. While procurement processes remain complex, there is a growing trend towards organisations committing to essential cybersecurity spend, influenced by the increasingly visible consequences of inaction, both in terms of business disruption and regulatory penalties over the past year.

 

The Group operates through two divisions:

 

Services - which delivers cybersecurity solutions through third-party software and hardware, engineering services, advisory capabilities and penetration testing; and

 

Software - focused on our proprietary identity verification and access management solutions.

 

These two divisions experienced differing fortunes during the period. Our Services division, which now accounts for 94% of Group revenue (up from 90% in FY24 (restated)), delivered significant growth. In contrast, trading conditions were more challenging within our Software division, which represented 6% of revenue in the period (down from 10% in FY24 (restated)). We have been working to mitigate the challenges that the Software division has experienced, which we believe will result in stronger financial performance in FY26 and beyond. 

 

Further detail on each division's performance is provided in their respective sections of this report.

 

During FY24, we initiated a process to streamline the Group's corporate structure. This included integrating our Xcina Consulting business into Brookcourt and the GeoLang software into SecurEnvoy. This rationalisation was completed in FY25, supporting our ambition to drive greater operational efficiency as we move forward, enabling us to focus spend on new product development and driving revenue growth.

 

At Shearwater, we are proud to operate at the forefront of technological innovation. In June 2025, we were delighted to announce that Brookcourt Solutions became one of the first organisations in the UK to achieve ISO 42001 certification, the pioneering international standard for Artificial Intelligence Management Systems (AIMS). This milestone not only reinforces our commitment to ethical and responsible AI practices but also reflects the deep expertise within our Group in setting industry standards for cybersecurity and digital governance. As AI continues to transform business, we are dedicated to ensuring it is deployed in a secure, transparent and human-centric manner.

 

Services

 

FY25 was a year of strong growth for the Services segment, with revenue reaching £37.0 million, representing a 34% increase on an annualised basis compared to FY24 (restated). We continue to deliver high-calibre, specialist cyber-security solutions for clients across a broad range of industries in both the public and private sectors, once again however, our revenues were underpinned by our sustained strength in the Telecoms and Financial Services sectors.

 

We continue to invest in new client acquisition, to drive a broader and more diversified client base. During FY25, this resulted in four clients who each contributed over £2 million in revenue during the period, compared to two in FY24, providing a stronger platform for growth and building greater resilience to our revenues.

 

Alongside our work with blue-chip businesses in the private sector, we continue to see a significant opportunity in the public sector and have made good progress in capitalising on this. A notable milestone during H1 FY25 was our acceptance onto the UK Government's G-Cloud 14 procurement framework, which is already generating a pipeline of new and scalable prospects.

 

In line with our commitment to innovation and service excellence, during FY25 we invested in the development of a proprietary AI tool aimed at enhancing both the quality of our solutions and the efficiency with which we respond to client tenders and technical requests. This investment is expected to support future revenue growth in a scalable and cost-effective manner. As a further testament to our leadership in the application of emerging technologies, we were proud that Group company Brookcourt Solutions became one of the first organisations globally to achieve the prestigious ISO 42001 certification for the responsible and effective management of AI systems.

 

While FY25 was overall a very positive year for the Services segment of the business, growth within this segment was not uniform across all Group companies. During FY24, our penetration testing business, Pentest Limited, had delivered a record performance, supported by a major fixed-term project with a US-based software provider. This project concluded at the end of Q1 FY25.

 

Although our penetration testing team continued to deliver high-quality work across a broad client base during FY25 and the pipeline of opportunities across the year has remained strong, this business has suffered from delays in client decision making and speed of mobilisation throughout the period.  As a result it hasn't been able to replace certain major projects that have culminated in the period with others of the same scale.  Consequently revenue from the Pentest business was significantly lower than in the previous year.

 

While the Board continues to believe strongly in the long-term prospects of the Pentest business, underpinned by the strength of its brand and a high-calibre team, the reduced revenue in FY25 prompted a reassessment of the carrying value of goodwill and intangible assets dating back to the original acquisition of the business in 2019. Accordingly, an exceptional non-cash impairment charge has been recognised in the period. Further detail on this is provided in the financial review.

 

	2025 15 months	2025 annualised	2024 (restated)	Variance (annualised)
	£m	£m	£m	%
Revenue	37.0	29.6	22.0	34.5%
Gross profit	8.0	6.4	5.5	17.1%
Gross margin %	21.6%	21.6%	24.8%
Overheads	4.7	3.7	3.9	(4.1%)
Adjusted EBITDA1	3.3	2.7	1.6	70.2%
Adjusted EBITDA margin %	9%	9%	7%

¹ Adjusted EBITDA above is prior to Group costs as set out in Note 3.

 

Software

 

During FY25 we continued to invest in development of our proprietary software.  Multi-factor authentication tools are becoming an ever more vital tool in the defence against cyber-attacks and the enhancements we have made throughout the period continue to differentiate our product from others on the market.  Key development achievements during the period include:

 

·      Enhanced Security: The V5 R3 release provides additional security metrics coupled with our AI detection, reduces false positives and the overhead and time of investigation is key to being secure.

·      Advanced Management for Windows Logon Agent: Deploy 1,000's of agents seamlessly, with zero touch. Automatically configure and update from a single console, protect console and remote desktop environments with SecurEnvoy MFA.

·      True Location: Detect impossible travel between user sessions and force logout when detecting abnormal user behaviour. New Mobile application bringing true location, login from a declared safe zone or location deviation.

·      Credential Reset: Self-service, to reduce helpdesk calls regarding issues with passwords or MFA options, users can recover and keep operational with no helpdesk support.

·      RESTful API: Providing ability for third party systems and code developers to integrate and utilise SecurEnvoy administration and authentication.

 

Our multi-factor authentication tools are deployed across more than 750 clients around the world, sold and marketed through our comprehensive global network of distributors and re-sellers. In May 2025, our route to market was further strengthened, with the product becoming directly available through Amazon Marketplace for the first time.

 

Despite these strengths, trading remained challenging through FY25.  Revenue of £2.6 million represented a decline of 14% year-on-year on an annualised basis (FY24 (restated): £2.4 million), influenced by competitive pressures, notably the wide availability of the Microsoft Authenticator product, which many organisations receive at no extra cost as part of their broader Microsoft subscription. The additional features added through FY25 extend the degree of differentiation that our product enjoys, in particular for those clients looking for an on-premise solution.

 

As we enter FY26, we retain a strong belief in the size of the opportunity for multi-factor authentication software and the quality and the extent of the differentiation in our product.  We believe this will enable our software business to return to growth in the year ahead.  Notwithstanding this confidence, in the context of the reduction in revenue seen over the past three years, Directors have reviewed the appropriateness of the value of goodwill and intangible assets held on the Group balance sheet in respect of the SecurEnvoy business.  The results of this review are contained within the financial review.

 

	2025 15 months	2025 annualised	2024 (restated)	Variance (annualised)
	£m	£m	£m	%
Revenue	2.6	2.0	2.4	(14.9%)
Gross profit	1.6	1.3	1.7	(25.2%)
Gross margin %	62%	62%	71%
Overheads	1.0	0.8	0.8	(4.6%)
Adjusted EBITDA1	0.6	0.5	0.9	(51.6%)
Adjusted EBITDA margin %	21%	21%	38%

¹ Adjusted EBITDA above is prior to Group costs as set out in Note 3.

 

Growth strategy

 

Becoming a cybersecurity leader

Our vision is clear: to drive growth and shareholder value by becoming the UK provider of choice, delivering premium, next-generation cyber technology, professional advisory and advanced cyber security services.

 

Strengthening organic growth: fuelling our momentum

Over recent years market conditions have necessitated a focus on delivering organic growth in revenue and underlying profitability.  In the near term, we will continue to seek to build on the strong foundations we have created to increase revenue and profits in our existing Group businesses. M&A remains a strategic pillar, however, and where opportunities exist to bring complementary businesses into the Group at valuations that represent good value for our shareholders then we will look to do so.

 

A differentiated offering

Our Services division carries preferred partner status for a client base comprising blue-chip organisations, for all things security, offering comprehensive managed solutions, penetration testing and insightful advisory services. We provide a seamless, end-to-end experience that empowers our clients.

 

Our Software division is developing a revolutionary next-generation platform that converges access management and data discovery. Leveraging our zero-trust access solution, our platform safeguards users, devices, and data - anywhere, anytime.

 

Delivering sustainable growth

Our medium-term strategy prioritises achieving consistent, sustainable revenue and profit growth. With a deep commitment to innovation and an unwavering focus on customer success, we are confident in delivering value for our stakeholders in the years to come.

 

Market opportunity

 

Businesses globally are experiencing significant growth in the number and complexity of cybersecurity challenges that they face, requiring the implementation of controls and technology solutions to build and embed resilience, meet regulatory mandates and reduce overall risk.

 

This trend is only likely to continue.  The World Economic Forum noted in its Cyber Security Outlook report in 2024 that "Fewer than one in ten respondents believe that in the next two years generative AI will give the advantage to defenders over attackers[1]."

 

This is driving a rapid increase in the size of the cybersecurity market. Fortune Business Insights valued this global market at $219 billion in 2025, estimating it will growth to $563 billion by 2032 at a CAGR of 14.4%[2]. 

 

Mordor Intelligence places the UK cybersecurity market at US$ 12.88 billion in 2025, forecasted to grow to US$ 21.51 billion by 2030, at a CAGR of 10.8% for 2025-2030[3].

 

All this means a growing need for the services which Shearwater Group offers, driving significant opportunities for the business. Shearwater's offering is well placed to cater to the need for businesses' proactive approach to cybersecurity measures, offering access to a differentiated full-service cyber security in a rapidly expanding market. Further to supportive market trends, our growth strategy, stronger financial position, prestigious customer base, industry recognition and talented team, we are poised to capitalise on opportunities and deliver substantial returns on investment.

 

Board update

 

In August 2024, we were pleased to welcome Jonathan Hall to the Group as our new Chief Financial Officer.  Jonathan was formally appointed to the Board on 25 September 2024 following our Annual General Meeting. Adam Hurst, our Interim Chief Financial Officer, completed his contract and left the Company on that date, following a successful handover period. I'd like to extend my thanks to Adam for his valuable support during the interim period as we managed the transition to a new permanent Chief Financial Officer.

 

Current trading and outlook

 

In the early months of FY26 trading has remained in line with expectations.  The level of interest in services of all companies within the Shearwater Group has remained high, as businesses increasingly recognise the need for robust cybersecurity investment. We are encouraged by the level of customer engagement that we are seeing and while we are cognisant that we continue to operate in a competitive marketplace, we are confident that the calibre of our team and our products, our proven track record and our strong network of client relationships, place us at a competitive advantage.  We therefore look forward to the remainder of FY26 and beyond with optimism.

 

 

 

 

Philip Higgins

Chief Executive Officer

 

10 November 2025

 

 

Financial review

 

I am pleased to report a period of strong growth for the 15 months to 30 June 2025, with significant improvements in both revenue and underlying profitability.  Revenue reached £39.5 million, representing annualised year-on-year growth of 29% (FY24 (restated): £24.4 million (restated) for the 12 months to 31 March 2024).

 

Adjusted EBITDA rose to £2.2 million, an increase of 91% on the same basis (FY24 (restated): £0.9 million), while adjusted profit before tax improved to £0.6 million compared with a loss of £0.6 million in FY24.  The statutory loss before tax of £13.4 million (FY24 (restated): £3.2 million) was impacted by exceptional costs of £11.3 million, principally relating to a non-cash impairment charge against the carrying value of goodwill and intangibles in certain subsidiaries, which is outlined in further detail in the exceptional costs section below.

 

We maintained a robust balance sheet, closing the period with £5.1 million in cash (FY24: £5.0 million) and no debt; a position further strengthened by a £1.75 million receipt from one customer in the week following the period end.

 

A summary of the Group's financial performance for the year is set out below:

 

	2025 15 months	2024 12 months (restated)
	£m	£m
Revenue	39.5	24.4
Gross profit	9.6	6.9
Administrative expenses (underlying)1	(7.4)	(6.0)
Adjusted EBITDA	2.2	0.9
Adjusted EBITDA margin	6%	4%
Net finance charges	0.1	(0.1)
Depreciation	(0.2)	(0.2)
Amortisation of intangible assets - computer software	(1.5)	(1.2)
Adjusted profit/ (loss) before tax	0.6	(0.6)
Amortisation of acquired intangible assets	(2.6)	(2.1)
Impairment of intangible assets	(11.1)	-
Other exceptional items	(0.3)	(0.6)
Loss before tax	(13.4)	(3.3)
Taxation credit	1.4	1.1
Loss after tax	(12.0)	(2.2)

 

¹ Administrative expenses (underlying) excludes items that are not included within Adjusted EBITDA such as finance charges, depreciation, amortisation, impairment, share-based payment charges and exceptional items.

 

Prior year adjustment

 

As part of our continued review of accounting policies to ensure alignment with IFRS 15 Revenue from Contracts with Customers, the Group has reassessed the timing of revenue recognition in respect of certain cloud-hosted software solutions and associated third-party support within the Services segment of the business.

 

Historically, revenue from these products and services was recognised at a point in time when the software was delivered to the customer. This treatment was considered appropriate given that, in prior years, the majority of the Group's software offerings were delivered as relatively finished, on-premise products, with limited ongoing updates or enhancements after delivery. As the provider of an integrated solution, Shearwater's role was also largely completed on delivery of this solution, with the responsibility for ongoing hosting and updates primarily being the responsibility of the underlying software provider.

 

As the nature of cyber threats has evolved, however, so too has the Group's product suite. A number of key offerings are now delivered as cloud-hosted Software as a Service ("SaaS") solutions. These products are continually updated and enhanced throughout the contract term to ensure customers benefit from the most current protection and latest functionality. Under IFRS 15, such arrangements are considered to provide a continuous service over time, and accordingly, it is now deemed more appropriate to recognise the revenue related to these types of services over the duration of the contract, rather than at the point of initial delivery.

 

Revenue from on-premise software licences will continue to be recognised at a point in time, consistent with when control of the licence transfers to the customer. Where such contracts include distinct support, maintenance, or servicing components, these elements will be recognised over time, reflecting the ongoing nature of the service provided across the contract period.

 

The decision that it is more appropriate to recognise revenue relating to cloud-hosted services and support agreements over a period of time, has resulted in the identification of an error in the prior year. As such, the application of IFRS 15 as outlined above has been applied retrospectively and has resulted in a prior year adjustment to restate comparative information. Further details of the financial impact are provided in note 1a to the consolidated financial statements.

 

The impact of applying this change in FY25 was to slightly reduce both revenue and Adjusted EBITDA. Had the Group retained its previous accounting policy, revenue for the 15-month period to 30 June 2025 would have been £41.4 million (FY24 (restated): £22.6 million), representing annualised growth of 46%.  Adjusted EBITDA on the same basis as shown in the 2024 year-end financial statements would have been £2.3 million (FY24 (pre-restatement): £0.9 million), representing growth of 113%.

 

Following this change in policy, as of 30 June 2025 the Group had £15.4 million (FY24 (restated): £11.8 million) of work that was contracted but the revenue for which had not yet been recognised.  Of this, it is expected that £10.7 million (FY24 (restated): £9.2 million) will be recognised in the 12 months following the balance sheet date.

 

Revenue and gross profit

Revenue for the 15-month period ended 30 June 2025 of £39.5 million represented 29% growth on the prior year on an annualised basis (2024 (restated): £24.4 million).

 

The table below provides a breakdown of revenues for the current year:

	2025 15 months	2025 annualised	2024 restated
	£m	£m	£m
Services
Managed services & warranties	9.9	7.9	9.8
Security solutions	21.6	17.4	6.9
Advisory & engineering	5.4	4.3	5.3
Software
Software licenses	2.6	2.0	2.4
Total revenue	39.5	31.6	24.4

 

 

The Services division delivered strong growth during the period, with increased revenue principally driven by an increased demand for managed service solutions provided by Brookcourt. While procurement cycles across the industry remain extended, a trend that has impacted the past two financial years, there has been encouraging movement towards companies committing to the necessary investment in their cybersecurity defences. This shift has particularly benefited Brookcourt, which continues to strengthen its position as a trusted partner for blue-chip clients.

 

Growth within the Services division was, however, not uniform across all subsidiaries. Pentest recorded record revenues in FY24, driven by a material fixed-term contract with a major US software provider. This contract concluded at the end of Q1 FY25. Although Pentest remains a highly regarded brand within the penetration testing market and secured 50 new client engagements during the year, these were typically of a smaller scale and it was not possible to fully replace the revenue associated with this contract. As a result, Pentest revenues declined by 26% on an annualised basis compared with FY24.

 

Management retains confidence in the long-term prospects of Pentest; however, given the lower level of revenue expected in the short-term, the Board considered it appropriate to reduce the carrying value of goodwill associated with the original acquisition of Pentest. Accordingly, the goodwill balance was reduced from £2.8 million to £1.1 million, giving rise to a one-off non-cash impairment charge of £1.7 million in the period.

 

Revenue from the Software division declined by 14% on an annualised basis to £2.6 million (FY24: £2.4 million). During the period, a number of important performance upgrades were delivered, further enhancing the functionality of our proprietary platforms. Aligned to a clear understanding of where our holds a competitive advantage in the market and the opening of new channels to market, Directors are confident that this segment is well positioned to return to growth in FY26.  Nonetheless, given the reduced level of revenue, the Board has reassessed the carrying value of goodwill and intangible assets associated with the Software business, resulting in a one-off non-cash impairment charge of £9.3 million in the period.

 

The value-in-use calculations applied to determine the impairment to goodwill and intangible assets in the consolidated statement of financial position were also used to assess the carrying value of investments in the Company statement of financial position. This resulted in an impairment of £13.4 million being applied to this investment value.  This was the principal contributor to an overall loss for the Company of £14.6 million in the period.

 

Gross margin

The gross margin reduced from 28% in FY24 to 24% in FY25. This principally reflected a shift in the sales mix, with an increase in the proportion of revenues coming from the Solutions segment of the business and a reduction in revenue from the higher margin Software segment. 

 

Even within the Services segment, there was a reduction in the gross margin from 25% to 21%, which reflected an increased proportion of sales of integrated cybersecurity solutions, including elements of third-party software and hardware and a reduced proportion of penetration testing services, which typically deliver a higher gross margin, but which have a higher associated fixed cost.

 

A reduction in gross margin from 71% to 62% in the Software segment of the business reflected the reduced revenue, with cost of sales in this segment primarily relating to sales staff and sales promotion expenditure, which doesn't automatically reduce if revenues drop.

 

Administrative expenses

Underlying administrative expenses reduced by 2% on an annualised basis to £7.4 million (FY24: £6.0 million) as the Group continues to tightly manage its fixed cost base.

 

Adjusted EBITDA

The net impact of the factors outlined above was that the Group delivered a 91% annualised improvement in Adjusted EBITDA to £2.2 million for FY25 (FY24 (restated): £0.9 million).  

 

The table below provides a breakdown of the Group's adjusted EBITDA:

	2025 15 months	2025 annualised	2024 restated
	£m	£m	£m
Services and Software	3.9	3.1	2.3
Central administrative expenses	(1.7)	(1.3)	(1.4)
Adjusted EBITDA	2.2	1.8	0.9
Adjusted EBITDA margin %	6%	6%	4%

 

 

Finance charges

The Group earned net finance income of £0.1 million in the period (FY24: net cost of £0.1 million).  Having retained a healthy cash position through the period, the Group used short-term deposits to earn interest on cash balances, while retaining the flexibility to appropriately manage its working capital requirements.

 

Depreciation

Depreciation of £0.2 million (2024: £0.2 million) was in line with the level in the prior period and mainly comprises depreciation of right-of-use assets.

 

Amortisation of intangible assets

Amortisation of computer software of £1.5 million, equated to £1.2 million on an annualised basis, in line with the prior year (FY24: £1.2 million). This relates to the amortisation of development expenditure incurred since acquisition on the Group's proprietary software solutions.

 

Adjusted profit/ (loss) before tax

The Group made an adjusted profit before tax of £0.6 million, (£0.5 million on an annualised basis).  This compared to an adjusted loss before tax for the prior year of £0.6 million.  The improvement reflected the increased revenue, coupled with ongoing tight control of underlying administrative expenses.

 

Amortisation of acquired intangible assets

Amortisation of acquired intangible assets was £2.6 million, equating to £2.1 million on an annualised basis, exactly in line with the prior year (FY24: £2.1 million).

 

Share-based payments

Share-based payment charges were less than £0.1 million in the period (2024: £0.0 million) notwithstanding the issue of a further tranche of options under the Group's ESOP scheme in January. Full details on the calculation of the Group's share-based payment charge are included within note 17.

 

Exceptional items

Exceptional items of £11.3 million (FY24: £0.5 million) included:

·     Impairment of goodwill and intangible assets: £11.1 million (FY24: £nil); primarily relating to a reduction in the carrying value of goodwill and acquired intangible items from the acquisitions of SecurEnvoy Limited and Pentest Limited; and

·     Restructuring costs: £0.1 million (FY24: £0.4 million): relating to the completion of an exercise to rationalise the group structure and reduce the number of group entities and also right-sizing of the cost base in Pentest Limited.

·     Other costs: £0.2 million (FY24: £0.2 million): including completion of a one-off strategic project from FY24 and forex losses and legal costs from one foreign exchange provider breaching the terms of an agreed forward contract.

 

Reported loss before tax

The reported loss before tax of £13.4 million (2024: £3.2 million) reflected the improved underlying operating performance of the business, offset by the amortisation of acquired intangibles and the one-off exceptional items impacting the period.

 

 

 

 

Taxation

The income tax credit for the year of £1.4 million (FY24: £1.1 million), was primarily driven by a reduction of £1.3 million in the deferred tax liability during the period. This in turn was split between a £0.7 million reduction relating to the amortisation intangible assets and a £0.6 million credit resulting from the exceptional impairment charge in the period. 

 

The Group received £0.3 million in cash in the period in respect of R&D tax claims up to and including the period to 31 March 2023.  Further claims will be prepared in respect of the FY24 and FY25 financial years, however, no assets have been recognised in respect of these until the Group has greater visibility on the likely value to be received in respect of these periods.

 

 

Statement of financial position

 

Intangible assets

Intangible assets decreased in the year by £13.8 million to £28.9 million at 30 June 2025 (2024: £42.7 million). This movement incorporates £1.3 million of investment into continued development of the Group's software assets (2024: £1.0 million), less the exceptional impairment charge of £11.1 million (prior to offsetting impact of deferred tax) and £4.1 million of amortisation, of which £2.6 million relates to acquired intangibles and £1.5 million to internally developed computer software.

 

Property, plant and equipment

Property, plant and equipment decreased slightly in the year by £0.2 million to £0.3 million at 30 June 2025 (2024: £0.5 million), reflecting depreciation in the year exceeding the value of new fixed asset additions.

 

Trade and other receivables

Trade and other receivables at 30 June 2025 totalled £17.6 million, an increase of 6% on the restated total at the end of the prior period (FY24 (restated): £16.6 million).  This shift is primarily the result of timing differences around key contracts, with a higher volume of activity in FY25 than in the prior year, with revenues weighted towards H2.  The Group continues to have no material issues with bad debts.

 

The revised accounting policy in respect of revenue recognition is typically expected to result in an increase in prepayments, as certain payments to suppliers, which are typically made at the start of each year of a contract will now be spread over the contract duration.  Conversely, accrued income will typically be lower than under the previous policy, as uninvoiced revenue from future years of multi-year agreements will not be recognised at the outset of a contract on cloud-hosted software solutions and third-party servicing agreements.

 

Trade and other payables (falling due within one year)

Trade and other payables reduced from £16.4 million (restated) and the end of FY24 to £15.8m at the end of FY25.  As with receivables, this principally simply reflected the timing of supplier billing under key contracts. 

 

It is expected that accruals will typically be lower than under the previous accounting policy, with future year supplier obligations under multi-year cloud-hosting and third-party servicing contracts no longer accrued at the outset.  Conversely, deferred revenue is expected to increase, as invoiced revenue on these contracts is deferred over the contract duration.

 

Creditors: amounts falling due after more than one year

Creditors due after more than one year reduced from £4.9 million (restated) at the end of FY24 to £3.7 million at the end of FY25.  This was almost exclusively driven by a £1.4 million reduction in the deferred tax liability in the period, resulting from a combination of ongoing amortisation and the one-off exceptional impairment charge in the period.

 

Statement of cash flows

The Group generated cash inflows in the year of £0.1 million (2024: £1.0 million). Cash flows related to working capital generation are always subject to some variation relating to the timing of payments under material contracts within the Services segment of the business.  In the first week following the year end the Group received one major receipt for £1.75 million from a project sold and implemented during FY25. Had this been received one week earlier, it would have made a material difference to the cash flow shown for the period.  Over the medium term, however, the impact of such fluctuations will even out and Directors believe that if the business continues to deliver on its targeted adjusted EBITDA profitability this will drive positive cash flows for the business.

 

This is driven largely by the return to positive adjusted EBITDA and positive working capital generation, particularly in the second half of the year. Working capital benefited in the year from the profile of long term deals concluded in previous years. The Group continued to invest in the Software division, with £1.0 million invested into internally developed software, the latest of which, SecurEnvoy's Access Management v.4.0 R2, went live in May 2024. The Group continued to collect cash effectively, with minimal bad debt. 

 

 

 

 

 

 

 

The table below provides a summary of cash flows in the year:

	2025	2024
	£m	£m
Adjusted EBITDA	2.2	0.9
Movements in working capital	(1.0)	1.1
Cash generated from operations	1.2	2.0
Adjusted cash generated from operations	1.5	2.4
Exceptional items (cash impact)	(0.3)	(0.4)
Net cash generated from operating activities	1.2	2.0
Capital expenditure (net of disposal proceeds)	(1.4)	(1.1)
Tax received	0.3	0.3
Net finance costs received/ (paid)	0.1	(0.1)
Payments of lease liabilities	(0.2)	(0.2)
Movement in cash	0.1	1.0
Opening cash and cash equivalents	5.0	4.0
Closing cash and cash equivalents	5.1	5.0

The above cashflow is extracted from the statutory presentation and adjusted to show exceptional items on a like-for-like basis as this is the basis reviewed by the Directors.

  

Capital expenditure

Capital expenditure of £1.4 million (2024: £1.1 million) in the year primarily includes capitalisation of external and internal software costs for developing our software business's product sets. On an annualised basis, this level of expenditure remains consistent year-on-year. Expenditure on property, plant and machinery remains minimal.

 

Financing activities

Expenditure on lease liabilities of £0.2 million (£0.2 million on an annualised basis) remained in line with the prior year (2024: £0.2 million).

 

The Group earned net finance income of £0.1 million in the period (FY24: net cost of £0.1 million) through the use of short-term deposits to earn interest on cash balances (2024: net finance costs paid of £0.1 million).

 

Key performance indicators

The Board believes that revenue, adjusted EBITDA and adjusted profit before tax are key metrics to monitor the performance of the Group, as they provide a good basis to judge underlying performance and are recognised by the Group's shareholders.

 

Alternative performance measures

The Group uses alternative performance measures alongside statutory measures to manage the performance of the business. In the opinion of the Directors, alternative performance measures can provide additional relevant information on past and future performance to the reader in assessing the underlying performance of the business. The table within note 2 of the consolidated financial statements details definitions of adjusted EBITDA and adjusted (loss)/profit before tax measures. Note 8 details the definition of adjusted EPS.

 

Movement of the balance sheet date

During FY25 Directors elected to change the Group's financial year end from 31 March to 30 June, to better align the Group's financial year with its customer procurement cycle. Historically, material contracts have frequently been concluded around the old March year end. This presented challenges in providing accurate and timely guidance to investors. The Board believes the revised year-end will enable greater clarity and consistency in the Group's reporting.

 

 

Jonathan Hall

Chief Financial Officer

 

10 November 2025

 

 

Consolidated statement of comprehensive income

for the 15-month period ended 30 June 2025

 

	Note	2025 15 months     £000	2024 12 months (restated) Note 1a £000
Revenue	3	39,549	24,435
Cost of sales		(29,983)	(17,520)
Gross profit		9,566	6,915
Administrative expenses		(18,719)	(6,548)
Depreciation and amortisation		(4,345)	(3,531)
Total operating costs		(23,064)	(10,079)
Operating loss		(13,498)	(3,164)
Adjusted EBITDA		2,214	926
Depreciation and amortisation		(4,345)	(3,531)
Impairment of goodwill and intangible assets	9	(11,058)	-
Other exceptional items	4	(287)	(533)
Share-based payments		(22)	(26)
Operating loss		(13,498)	(3,16)
Net finance cost	6	126	(67)
Loss before taxation		(13,372)	(3,231)
Income tax credit	7	1,405	1,123
Loss for the year and attributable to equity holders of the Company		(11,967)	(2,108)
Other comprehensive loss
Exchange differences on translation of foreign operations		(4)	(3)
Total comprehensive loss for the year		(11,971)	(2,111)
Earnings/(loss) per ordinary share attributable to the owners of the parent
Basic and diluted (pence per share)	8	(50.2)	(8.8)
Adjusted basic and diluted (pence per share)	8	3.0	0.5

 

Adjusted EBITDA and Adjusted basic and diluted earnings/(loss) per share are non-GAAP Group-specific measures which are considered to be key performance indicators of the Group's financial performance. See note 2 for the definition of Adjusted EBITDA and note 8 for the definition of Adjusted based and diluted earnings/(loss) per share.

 

The results above are derived from continuing operations.

 

 

 

Consolidated statement of financial position

As at 30 June 2025

 

		2025	2024 (restated) note 1a
	Note	£000	£000
Assets
Non-current assets
Intangible assets	9	28,854	42,684
Property, plant and equipment	10	337	481
Deferred tax asset	14	1,109	1,016
Trade and other receivables	11	229	1,268
Total non-current assets		30,529	45,449
Current assets
Trade and other receivables	11	17,638	16,582
Cash and cash equivalents		5,062	4,974
Total current assets		22,700	21,556
Total assets		53,229	67,005
Liabilities
Current liabilities
Trade and other payables	12	15,772	16,424
Total current liabilities		15,772	16,424
Non-current liabilities
Creditors: amounts falling due after more than one year	13	3,727	4,902
Total non-current liabilities		3,727	4,902
Total liabilities		19,499	21,326
Net assets		33,730	45,679
Capital and reserves
Share capital	16	22,278	22,278
Share premium		34,581	34,581
Other reserves		23,108	23,086
Translation reserve		23	27
Accumulated losses		(46,260)	(34,293)
Equity attributable to owners of the Company		33,730	45,679
Total equity and liabilities		53,229	67,005

 

 

 

Philip Higgins

Chief Executive Officer

 

Registered number: 05059457

 

Consolidated statement of changes in equity

for the 15-month period ended 30 June 2025

 

	Share capital £000	Share premium £000	Other reserves £000	Translation reserve £000	Accumulated losses £000	Total equity £000
At 1 April 2023 (as originally stated)	22,278	34,581	23,442	30	(32,208)	48,123
Adjustment in respect of prior period	-				(359)	(359)
At 1 April 2023 (restated)	22,278	34,581	23,442	30	(32,567)	47,764
Loss for the year		-	-	-	(2,108)	(2,108)
Other comprehensive income for the year	-	-	-	(3)	-	(3)
Total comprehensive loss for the year	0	0	0	(3)	(2,108)	(2,111)
Contributions by and distributions to owners:
Expiry of share options	-	-	(382)	-	382	-
Share-based payments	-	-	26	-		26
At 31 March 2024 (as originally stated)	22,278	34,581	23,086	27	(33,996)	45,976
Adjustment in respect of prior period	-	-	-	-	(297)	(297)
At 31 March 2024	22,278	34,581	23,086	27	(34,293)	45,679
Loss for the period		-	-	-	(11,967)	(11,967)
Other comprehensive loss for the period	-	-	-	(4)	-	(4)
Total comprehensive loss for the year	0	0	0	(4)	(11,967)	(11,971)
Contributions by and distributions to owners						0
Share based payments	-	-	22	-	-	22
At 30 June 2025	22,278	34,581	23,108	23	(46,260)	33,730

 

 

 

Consolidated cash flow statement

for the 15-month period ended 30 June 2025

 

	Note	2025 15 months     £000	2024 12 months (restated) note 1a £000
Cash flows from operating activities
Loss for the period		(11,967)	(2,108)
Adjustments for:
Amortisation of intangible assets	4	4,115	3,287
Depreciation of right-of-use assets	4	169	197
Depreciation of property, plant and equipment	4	61	47
Share-based payment charge	4	22	26
Exceptional items:
Impairment of goodwill and intangible assets	9	11,059	-
Corporate restructuring costs		116	359
Other one-off costs		171	174
Net finance cost		(126)	67
Income tax		(1,405)	(1,123)
Cash flow from operating activities before changes in working capital		2,215	926
(Increase)/decrease in trade and other receivables		(7,352)	14,241
Increase/(decrease) in trade and other payables		6,285	(12,591)
Cash generated from operations		1,148	2,576
Net foreign exchange movements		364	3
Net finance cost paid		126	(47)
Tax received		291	301
Net cash generated from operating activities before exceptional items		1,929	2,833
Net cash flows on exceptional items		(287)	(533)
Net cash generated from operating activities		1,642	2,300
Investing activities
Purchase of property, plant and machinery	10	(26)	(42)
Purchase of intangibles	9	(1,343)	(1,032)
Net cash used in investing activities		(1,369)	(1,074)
Financing activities
Repayment of lease liabilities	15	(185)	(216)
Net cash used in financing activities		(185)	(216)
Net increase in cash and cash equivalents		88	1,010
Cash and cash equivalents at the beginning of the period		4,974	3,964
Cash and cash equivalents at the end of the period		5,062	4,974

 

 

 

Notes to the consolidated financial statements

for the 15-month period ended 30 June 2025

 

General information

The Group is a public limited company incorporated and domiciled in the UK. The address of its registered office is 22 Great James Street, London, WC1N 3ES.

 

The Parent Company is listed on the AIM market of the London Stock Exchange. The Group provides cyber security, managed security and professional advisory solutions to help create a safer online environment for organisations and their end users.

 

1. Statement of accounting policies

The material accounting policies applied in preparing the financial statements are outlined below. These policies have been consistently applied for all the years presented, unless otherwise stated.

 

Basis of preparation

The consolidated financial statements have been prepared in accordance with UK adopted International Accounting Standards ('IFRS') and with those parts of the Companies Act 2006 applicable to companies reported under IFRS.

 

The consolidated financial statements have been prepared under the historic cost convention. The consolidated financial statements are presented in sterling, the functional currency of Shearwater Group plc, the Parent Company. All values are rounded to the nearest thousand pounds (£000) except where otherwise indicated.

 

Change of accounting period end date

During FY25 the Directors elected to change the date of the Group's financial year end from 31 March to 30 June, to better align the Group's financial year with its customer procurement cycle. Historically, material contracts have frequently been concluded immediately prior to, or very shortly following the previous year end date of 31 March. This created volatility in performance and presented challenges in providing accurate and timely guidance to investors. The Board believes the revised year end will enable greater clarity and consistency in the Group's reporting.

 

As a result, data contained with the financial statements is not directly comparable.  Where comparative analysis, including year-on-year variances, have been presented within the strategic report, data in respect of FY25 has been annualised, by multiplying the result for the 15-month period to June 2025 by 12/15.

 

Going concern

Having made enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for at least twelve months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing these consolidated financial statements.

 

The Group consists of a portfolio of brands, each highly regarded within its own specific segment of the cybersecurity industry. This industry as a whole is growing rapidly, as organisations seek to navigate an increasingly complex threat environment, with the costs of failure ever more apparent.  The Group delivered strong growth in FY25, resulting in an adjusted EBITDA profit for the period of £2.2 million and the Directors believe that this growth will continue into FY26.  The Group also maintains a robust financial position.  At 30 June 2025 the Group was well capitalised, with £5.1 million of cash and no debt.

 

The Directors have reviewed detailed budget cash flow forecasts for the period to 31 December 2026 and have challenged the assumptions used to create these budgets. The budget figures are carefully monitored against actual outcomes each month and variances are highlighted and discussed at Board level on a quarterly basis as a minimum.

 

The Board is pleased to report that trading in the current year has started solidly and for the first quarter ended 30 September 2025 is broadly in line with management's expectations.

 

The Directors have reviewed and challenged a reverse stress test scenario on the Group up to December 2026. The purpose of the reverse stress test for the Group is to test the impact on the Group's cash if the assumptions in the budget are altered.

 

The reverse stress test assumes significant adjustments to the Group's budget which include the scaling back of revenues across all business lines, for the year ended 30 June 2026, by around 25%, with no further growth into the following year. Under this scenario, limited adjustments were made to direct costs and to future planned recruitment. Even without a more material cost restructuring, or a scaling back of product development expenditure the result of this stress test was that the Group retained sufficient cash reserves to meet its liabilities throughout the review period.

 

In the unlikely event that the performance of the Group fell short of this plausible worst-case scenario, actions that could be taken by Directors would include, a further restructuring of employment costs, or a scaling back of new product development. Additionally, the Directors could seek to access other sources of finance to mitigate the impact on cash.

 

Overall, the Directors consider that the strong balance sheet position, coupled with the outcome of the sensitised cash flow projections support their belief that the Group will be able to pay its debts as they fall due for the period to at least 31 December 2026 and therefore they do not believe there are any material uncertainties to disclose regarding going concern. The Directors are therefore satisfied that the financial statements should be prepared on the going concern basis.

 

Material accounting judgements, estimates and assumptions

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for income and expenses during the year and that affect the amounts reported for assets and liabilities at the reporting date.

 

Revenue recognition of material contracts

Management make judgements, estimates and assumptions in determining the revenue recognition of material contracts sold by the Group's Services division. The Group works with large enterprise clients, providing services and solutions to support the clients' needs. In many cases, a third-party's products or services will be provided as part of a solution. Management consider the implications around timing of recognition, with factors such as determining the nature of the solution provided, the point control passes to the client and the subsequent fulfilment of the Group's performance obligations. In addition to this, management consider if it is acting as agent or principal. Further details of how the Group determines revenue recognition and if it is acting as agent or principal can be found within the relevant notes within this section.

 

Impairment of goodwill, intangible assets and investment in subsidiaries

The Group tests goodwill and intangible assets for impairment at least annually or more frequently if there are indicators that their carrying value may not be recoverable. The assessment requires management to estimate the value in use of each cash-generating unit (CGU), which involves preparing forecasts of future revenues, costs and cash flows for each CGU based on the Group's business plans and market expectations. These forecasts are then discounted using an appropriate pre-tax discount rate, which reflects the time value of money and the specific risks associated with each CGU. Management also makes an assessment of an appropriate terminal growth rate to apply beyond the forecast period. Because these calculations are sensitive to changes in assumptions, management performs sensitivity analyses to assess the potential impact of reasonably possible changes in key variables such as revenue growth, operating margins, discount rates and terminal growth rates. Any reduction in the estimated recoverable amount could result in an impairment charge being recognised in the income statement.

 

Further information on the variables applied in judgements made can be found in note 9.

 

Capitalisation of internally generated software

In applying the Group's accounting policy for the capitalisation of intangible assets in accordance with IAS 38 Intangible Assets, management is required to exercise significant judgement in determining which costs meet the criteria for recognition as an asset. This includes assessing whether expenditure relates to the development of a discrete product or project, as opposed to ongoing maintenance or enhancement of existing assets. In making this assessment, the Directors consider the nature of the activities undertaken, the stage of completion of each project, and the extent to which internal staff time and external spend are directly attributable to the creation of identifiable and separable intangible assets. Capitalisation is only undertaken where management has a reasonable belief, at the time the expenditure is incurred, that the development will generate probable future economic benefits through future cash inflows to the Group.

 

Deferred tax asset recognition

The recognition of deferred tax assets in respect of carried forward tax losses and other temporary differences requires management to exercise judgement as to whether it is probable that future taxable profits will be available against which the losses or temporary differences can be utilised. In forming this view, the Directors consider the Group's latest business plans and forecasts, the nature and timing of future taxable income, the expiry dates of any tax losses, and the availability of tax planning opportunities. The assessment inherently involves estimates regarding the Group's future profitability, which are subject to risks and uncertainties, including market conditions and changes in tax legislation.

 

Share-based payments

The Group measures the fair value of share options granted to employees and Directors at the grant date using the Black-Scholes option pricing model. The use of this model involves several key assumptions which require judgement, including the risk-free interest rate, the expected volatility of the Group's share price, the proportion of options expected to vest, and the average period until vesting. The risk-free rate is based on the rate of interest for ten-year UK Gilts.  Expected volatility is based on the historical share price of the Company. The estimate of the number of options likely to vest is updated at each reporting date based on current expectations of employee retention and performance.

 

Revenue

The Group recognises revenue in accordance with IFRS 15: Revenue from Contracts with Customers. Revenue with customers is evaluated based on the five-step model under IFRS 15: Revenue from Contracts with Customers: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to separate performance obligations; and (5) recognise revenues when (or as) each performance obligation is satisfied.

 

Revenue recognised in the statement of comprehensive income but not yet invoiced is held on the statement of financial position within accrued income. Revenue invoiced but not yet recognised in the statement of comprehensive income is held on the statement of financial position within deferred revenue. Revenue is measured at the fair value of the consideration received or receivable, excluding value-added tax and rebates.

 

The Group's revenues are comprised of a number of different products and services across our two divisions, details of how revenue recognition is now applied in respect of these are provided below.  It is noted that in the case of revenue from cloud-based software and third-party support/ warranties, this had historically been recognised at a point in time when the respective solution was delivered to the client.  The correction of this treatment and move to recognise this revenue over time has resulted in a prior year adjustment in these financial statements:

 

Services

Sales of integrated cyber-security solutions, which could include some or all of: third-party hardware, third-party software, third-party support/ warranties and internal support/ engineering are split into their respective performance obligations:

·     Revenue relating to the provision of third-party hardware, or on-premise software is recognised in full at a point in time upon delivery of the product to the end client.  This delivery will either be in the form of the physical delivery of a product or the emailing of access codes to the client for them to download third‑party software

·     Revenue in respect of cloud-based software solutions and third-party support/ warranties, where these are separately identifiable from the main software license, are spread over the duration of the contract.

·     Revenue in respect of Shearwater Group's services is spread over time, as the respective performance obligations are discharged.  As this relates to engineering services, this will typically be spread evenly across the duration of a contract, unless the contract stipulates specific services to be performed at a particular point during the contract, in which case, recognition will take place once those services have been performed.  Where this relates to the value-add service that Shearwater Group provides to identify, procure and integrate a solution and to ensure delivery from the respective partners, this will be calculated by applying a 1.5% mark-up to the cost of sales relating to the cost of third-party support or cloud-hosted software.  The balance of any contract price is considered to reflect the value-add service provided by Brookcourt.  90% of this value-add component will be recognised on delivery of the solution, reflecting the front-loaded nature of the service provided, including the design, procurement, integration and implementation of a solution, with the balancing 10% being spread over the contract value.

 

Sales of consultancy services are usually based on a number of consultancy days that make up the contracted consideration. Consultancy days generally comprise field work and (where required) report writing and delivery which are considered to be of equal value to the client. Revenue is recognised over time based on the number of consultancy days provided within the period compared to the total in the contract.

 

Software

·     Software licences whereby the customer buys software that it sets up and maintains on its premises is recognised fully at the point the licence key/access has been granted to the client. The Group sells the majority of its services through channels and distributors who are responsible for providing first and second line support to the client.

·     Software licences for the new 'Authentication as a Service' product whereby the customer accesses the product via a cloud environment maintained by the Company is recognised in two parts, whereby part of the subscription is recognised at the point that the licence key is provided to the customer, with the remaining part recognised evenly over the length of the contract. This deferred proportion represents the obligation to maintain and support the platform that the software runs on.

 

Principal versus agent considerations

In instances where the Group is involving another party in providing goods or services to a customer, the Group considers whether the nature of its promise is a performance obligation to provide the specified goods or services itself or to arrange for those goods or services to be provided by the other party to determine whether it is a principal or an agent. The business will firstly identify the specific goods and/or services to be supplied to the customer.

 

In determining whether the business is acting as agent or principal, the business assesses whether it controls each specified good or service before that good is transferred to the customer. It will consider:

 

·     Who is responsible for fulfilling the promise to provide the specific product or service.

·     If the business is carrying a liability risk for the specific good or service prior to it being supplied to the customer.

·     If the business has discretion over pricing.

 

In addition to the points noted above, the business also considers the following unique selling points:

 

·     Pre-sales process:

In some cases, the business invests heavily in working with the customer to understand their requirements, before designing/recommending a solution that integrates various third-party products or services to meet the customers' requirements.

·     Levels of ongoing services:

In some cases, whilst not always contracted, the business will continue to support the customer as needed to ensure that their solution is working. This may include co-ordination of the maintenance and support with third parties and provision of engineers to remove and send back faulty products.

 

Where the Group is a principal, revenues are recognised on a gross basis in the statement of comprehensive income.  Where the Group is an agent revenues are recognised on a net basis in the statement of comprehensive income. Directors believe that the standard structure of Shearwater Group's contract and the nature of the services provided mean that it is typically considered a principal.

 

 

1a.  Prior year adjustment

During the period, the Group reassessed the timing of revenue recognition in respect of certain cloud-hosted software solutions and associated third-party support within the Services segment of the business to ensure alignment with IFRS 15 Revenue from Contracts with Customers.

 

The conclusion of this review was that under IFRS 15 certain revenues relating to the provision of third-party, cloud-hosted software solutions and support and maintenance contracts should be recognised over time, rather than at a point in time when the solution was initially delivered.

 

This decision has resulted in the identification of an error in the prior year. As such, the application of IFRS 15 as outlined above has been applied retrospectively and has resulted in a prior year adjustment to restate comparative information. The impact of this change is as outlined below:

 

Increase/(decrease) in equity:

		2024 as originally stated £000		Adjustment     £000		2024 restated   £000
Accrued income - non-current		679		(679)		-
Prepayments and other receivables - non-current		-		1,268		1,268
Accrued income current		2,889		(2,382)		507
Prepayments and other receivable - current		310		6,572		6,882
Total assets		62,226		4,780		67,006
Accruals other payables - non-current		(385)		(1,256)		(1,641)
Accruals and other payables		(3,529)		2,944		(585)
Deferred income		(137)		(6,764)		(6,901)
Total liabilities		(16,250)		(5,076)		21,326
Accumulated loss at 1 April 2023		(32 208)		(359)		(32 567)
Net impact on profit in the year		-		63		-
Accumulated loss at 31 March 2024		(33,996)		(296)		(34,292)

 

Increase/ (decrease) in profit:

		2024 as originally stated £000	Prior year adjustment £000		2024 as restated
Revenue		22,643	1,792		24,435
Cost of sales		(15,790)	(1,729)		(17,519)
Net impact on profit for the year		6,853	63		6,916

 

		2024 £000
Earnings/(loss) per ordinary share attributable to the owners of the parent:
Basic and diluted (pence per share)		0.3
Adjusted basic and diluted (pence per share)		0.3

 

The change did not have an impact on the Group's operating, investing or financing cash flows.

 

 

2. Measure of profit/ (loss)

To provide shareholders with a better understanding of the trading performance of the Group, additional alternative performance measures (APMs) are included; Adjusted EBITDA and Adjusted loss before tax have been calculated as profit/loss before tax after adding back the following items, which can distort the underlying performance of the Group:                                                              

 

Adjusted profit/(loss) before tax

 

·     Amortisation of acquired intangible assets.

·     Share-based payments.

·     Impairment of intangible assets.

·     Exceptional items.

 

 

Adjusted EBITDA

In addition to the adjusting items highlighted above in the adjusted profit/ loss before tax:

 

·     Finance costs.

·     Finance income.

·     Depreciation (including amortisation of right-of-use assets).

·     Amortisation of other intangible assets - computer software (including in-house software development).

 

Adjusted EBITDA and adjusted loss before tax reconciles to loss before tax as follows:

	2025 £000	2024 restated £000
Loss before tax	(13,372)	(3,231)
Amortisation of acquired intangibles	2,624	2,099
Share-based payments	22	26
Exceptional items:
Impairment of goodwill and intangible assets	11,058	-
Corporate restructuring costs	116	359
Other one-off costs	171	174
Adjusted profit/(loss) before tax	619	(573)
Net finance (income)/costs	(126)	67
Depreciation	230	244
Amortisation of other intangible assets - computer software (including in-house software development)	1,491	1,188
Adjusted EBITDA	2,214	926

 

 

3. Segmental information

In accordance with IFRS 8, the Group's operating segments are based on the operating results reviewed by the Board, which represents the chief operating decision maker.

 

The Group is organised into two reportable segments based on the types of products and services from which each segment derives its revenue - Services and Software.

 

Segmental information for the 15 months ended 30 June 2025 is presented below. The Group's assets and liabilities are not presented by segment as the Directors do not review assets and liabilities on a segmental basis.

 

	Revenue 15 months ended 30 June 2025 15 months £000	Profit/(Loss) 15 months ended 30 June 2025 15 months £000	Revenue Year ended 31 March 2024 (restated) £000	Profit/(Loss) Year ended 31 March 2024 (restated) £000
Services1	36,996	3,323	22,061	1,530
Software1	2,553	539	2,374	869
Group revenue /Group trading EBITDA1	39,549	3,862	24,435	2,399
Group costs1		(1,648)		(1,472)
Adjusted EBITDA		2,214		927

^{1 Figures disclosed in the profit column for Services and Software profitability is adjusted EBITDA.}

 

Segmental information by geography

The Group is domiciled in the United Kingdom and currently the majority of its revenues come from external customers that are transacted in the United Kingdom. A number of transactions which are transacted from the United Kingdom represent global framework agreements, meaning our services, whilst transacted in the United Kingdom, are delivered globally. The geographical analysis of revenue detailed below is on the basis of country of origin in which the master agreement is held with the customer (where the sale is transacted).

 

	2025 15 months £000	2024 (restated) £000
United Kingdom	35,636	19,659
Europe (excluding the UK)	1,047	3,428
North America	1,673	1,050
Rest of the world	1,193	298
	39,549	24,435

 

All of the Group's non-current assets are held within the United Kingdom.

 

In the 15 months to 30 June 2025 three customers within the Group made up more than 10% of the Group's revenue. These customers contributed £21.7 million to the Group's Services division. In the (restated) prior year, two customers within the Group made up more than 10% of the Group's revenue. These customers contributed £8.9 million to the Group's Services division.

 

 

 

4. Expenses and auditor's remuneration

Operating loss is stated after charging/(crediting):

	2025 £000	2024 (restated) £000
Depreciation of fixed assets	230	244
Amortisation of intangibles	4,115	3,287
External auditor's remuneration:
- Audit fee for annual audit of the Group and Company financial statements	78	132
- Audit fee for annual audit of the subsidiary financial statements	80	231
Share-based payments	22	26
Exceptional items
Impairment of goodwill and intangible assets	11,058	-
Corporate restructuring costs	116	359
Other one-off costs1	171	174
Unrealised (profit)/loss on forward contracts	223	(194)

 

¹Other one-off costs include completion of a one-off strategic project from FY24 and forex losses and legal costs from one foreign exchange provider breaching the terms of an agreed forward contract.

 

 

5.     Staff costs

Total staff costs within the Group comprise of all Directors' and employee costs for the financial year.

	2025 £000	2024 £000
Wages and salaries	7,566	6,769
Social security costs	1,015	802
Pension costs	237	200
Share-based payments	22	26
	8,840	7,797

 

The weighted average monthly number of employees, including Directors, employed by the Group during the year was:

 

	2025 No.	2024 No.
Administration	26	21
Production	44	45
Sales and marketing	19	28
	89	94

Details of Directors' remuneration can be found within the annual report on remuneration on pages 45 and 46.

 

 

6.     Interest receivable/ (payable)

	2025 £000	2024 £000
Interest payable on revolving credit facility	(1)	(61)
Interest payable on lease liabilities	(16)	(20)
Other interest payments	-	(1)
	(17)	(82)
Interest receivable	143	15
	126	(67)

 

 

 

 

 

 

 

 

7. Taxation

	2025 £000	2024 £000
Current tax:
UK corporation tax at current rates on UK loss for the year	-	-
Under/(over) provision in respect of prior year	(49)	109
	(49)	109
Foreign tax	3	(20)
Total current tax charge / (credit)	(46)	89
Deferred tax movement in the period	(1,359)	(1,212)
Income tax credit	(1,405)	(1,123)
Reconciliation of taxation:
Loss before tax	(13,372)	(3,293)
Loss multiplied by the average rate of corporation tax in the year of 25% (2024: 25%)	(3,343)	(823)
Tax effects of:
Expenses not deductible for tax purposes	2,592	333
Adjustments for previous periods	(49)	109
Foreign tax rate differences	3	(12)
R&D relief	-	(423)
Other items	(608)	(307)
Brought forward losses	-	-
Income tax credit	(1,045)	(1,123)

 

 

8. Earnings per share

 

Basic loss per share is calculated by dividing the loss attributable to the ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

Diluted loss per share is the same as basic loss per share as the potential dilutive shares are anti-dilutive for the 15 months ended 30 June 2025 and for the twelve months ended 31 March 2024.  Please see notes 16 and 17 of the consolidated financial statements for more details.

 

Adjusted earnings per share has been calculated using adjusted earnings calculated as loss after taxation but before:

·     Amortisation of acquired intangibles after tax.

·     Exceptional items after tax.

·     Share-based payments.

 

The calculation of the basic and diluted profit/loss per ordinary share from total operations attributable to shareholders is based on the following data:

	2025 £000	2024 restated £000
Net loss from total operations
Loss for the purposes of basic and diluted earnings/(loss) per share being net profit attributable to shareholders	(11,967)	(2,108)
Add/(remove):
Amortisation of acquired intangibles, net of tax	1,968	1,808
Exceptional costs, net of tax:
Impairment of goodwill and intangibles	10,467	-
Corporate restructuring costs	87	269
Other one-off costs	128	131
Share-based payments	22	26
Adjusted profit for the purposes of adjusted earnings per share	705	126

 

	Number	Number
Number of shares
Weighted average number of ordinary shares for the purpose of basic and adjusted loss per share	23,826,379	23,826,379

 

	Pence	Pence
Basic and diluted loss per share	(50.2)	(8.8)
Adjusted basic and Adjusted diluted profit/(loss) per share	3.0	(0.5)

9. Intangible assets

 

	Goodwill £000	Customer relationships £000	Software £000	Tradenames £000	Licence £000	Total £000
Cost
At 1 April 2023	36,660	10,838	9,920	6,826	1,005	65,249
Additions	-	-	1,032	-	-	1,032
At 31 March 2024	36,660	10,838	10,952	6,826	1,005	66,281
Additions	-	-	1,343	-	-	1,343
At 30 June 2025	36,660	10,838	12,295	6,826	1,005	67,624
Accumulated amortisation
At 1 April 2023	6,014	4,557	5,691	3,043	1,005	20,310
Amortisation for the year	-	934	1,670	683	0	3,287
Impairment	-	-	-	-	-	-
At 31 March 2024	6,014	5,491	7,361	3,726	1,005	23,597
Amortisation for the year	-	1,168	2,093	853	0	4,114
Impairment	8,693	2,032	334	-	-	11,059
At 30 June 2025	14,707	8,691	9,788	4,579	1,005	38,770
Net book amount
At 30 June 2025	21,953	2,147	2,507	2,247	0	28,854
At 31 March 2024	30,646	5,347	3,591	3,100	0	42,684
At 31 March 2023	30,646	6,281	4,229	3,783	0	44,939

 

The Group tests goodwill and intangible assets annually for impairment. The recoverable amount of goodwill and intangible is determined as the higher of the value-in-use calculation or fair value less cost of disposal for each cash‑generating unit (CGU). The value-in-use calculations use pre-tax cash flow projections based on financial budgets and forecasts approved by the Board covering a five-year period. These pre-tax cash flows beyond the five-year period are extrapolated using estimated long-term growth rates.

 

Following a restructuring of the Group during FY24, including the commercial integration of Xcina Consulting into Brookcourt Solutions and GeoLang into SecurEnvoy, the Group now has three separate CGUs (FY24: three CGUs). For all three CGUs a weighted average cost of capital of 13.8% (FY24: 13.0%) and a terminal value, based on a long-term growth rate of 2% (FY24: 2%) calculated on year five cash flow, has been used.

 

The following key assumptions around revenue growth are summarised in the table below.

	Software	Brookcourt Solutions	Pentest
Year 1	10%	15%	0%
Year 2	5%	10%	10%
Year 3	5%	10%	8%
Year 4	5%	8%	5%
Year 5	5%	8%	5%

 

Sensitivity analysis has been performed on each of the Group's CGUs which incorporates changes in assumed revenue growth rates and profit margin growth in addition to terminal value revenue growth rate and weighted cost of capital (WACC).  

 

Outcomes of the following sensitivities are as detailed below:

·      Reducing the terminal value from 2% to 1%, would increase the size of the impairment charge by £0.3 million.

·      Increasing the weighted average cost of capital by 1%, from 13.8% to 14.8% would increase the size of the impairment charge by £0.4 million.

·      Reducing anticipated revenue by 5% p.a. across each CGU, without making any corresponding changes to the cost base of that CGU would increase the size of the impairment charge by £5.2 million. 

 

Based on the outcome of these value-in-use calculations and related sensitivity analysis, in the light of reduced revenue in the software and Pentest businesses in FY25, the Directors considered it prudent to impair the carrying value of goodwill and intangibles in these businesses as follows:

·      Software:

o  Goodwill reduced by £7.0 million from £7.0 million to £nil

o  Intangible assets reduced by £2.4 million from £4.7 million to £2.3 million   

·      Pentest:

o  Goodwill reduced by £1.7 million from £2.8 million to £1.1 million

 

The licence relates to a right to gold exploration dating back to before 2017 when the Group was known as Aurum Mining plc whose principal activity was mining and exploration. 

 

10. Property, plant and equipment

	Right-of-use assets £000	Office equipment £000	Total £000
Cost
At 1 April 2023	877	428	1,305
Additions	250	42	292
Disposals	(436)	-	(436)
At 31 March 2024	691	470	1,161
Additions	57	26	83
Disposals	-	(1)	(1)
At 30 June 2025	748	495	1,243
Accumulated depreciation
At 1 April 2023	560	312	872
Charge for the year	197	47	244
Disposals	(436)	-	(436)
At 31 March 2024	321	359	680
Charge for the year	169	61	230
Disposals	-	(4)	(4)
At 30 June 2025	490	416	906
Net book amount
At 30 June 2025	258	79	337
At 31 March 2024	370	111	481
At 31 March 2023	317	116	433

 

Depreciation of property, plant and equipment is charged to depreciation and amortisation expenses within the statement of comprehensive income.

 

 

11. Trade and other receivables

Non-current	2025   £000	2024 restated £000
Prepayments and other receivables	229	1,268
Accrued income	-	-
	229	1,268

 

Current	2025   £000	2024 (restated) £000
Trade receivables	5,005	8,948
Prepayments and other receivables	7,759	6,882
Accrued income	4,874	507
Corporation tax asset	-	245
	17,638	16,582

 

 

The movement for the provision in expected credit losses is stated below:

	2025   £'000	2024 (restated) £'000
At the start of the period	19	30
Movement in expected credit loss provision	(11)	(11)
At the end of the period	8	19

 

 

 

 

 

 

12. Trade and other payables

	2025   £000	2024 (restated) £000
Trade payables	2,851	7,320
Accruals and other payables	3,706	585
Deferred income	7,282	6,901
Amounts owed by Group undertakings	0	0
Other taxation and social security	1,504	1,275
Forward contract	276	213
Lease liabilities	160	127
Deferred consideration	(7)	-
Corporation tax	-	3
	15,772	16,424

 

 

13. Creditors: amounts falling due after more than one year

	2025   £000	2024 (restated) £000
Deferred tax	1,745	3,010
Forward contract	160	-
Lease liabilities	107	251
Accruals and other payables	1,715	1,641
	3,727	4,902

 

 

14. Deferred tax

	2025 £000	2024 £000
Non-current liabilities
Liability at 1 April	3,010	3,602
Deferred tax credit in the statement of comprehensive income	(1,265)	(592)
Total deferred tax	1,745	3,010

 

Deferred tax balance at 30 June 2025 includes a £1.7 million (2024: £2.5 million) deferred tax liability for acquired intangible assets including software and trademarks. The remainder represents timing differences arising on the difference between the net book value and tax written down value of internally generated software and office equipment.

	2025 £000	2024 £000
Non-current assets
At 1 April	1,016	742
Credit to statement of comprehensive income	93	274
Total deferred tax asset	1,109	1,016

 

The Group has tax losses of £4.4 million (2024: £4.1 million) across its Parent Company Shearwater Group plc and four subsidiaries that are available for offset against future taxable profits of the entity. A deferred tax asset has been recognised in respect of tax losses brought forward and in the current year which will be used to offset future taxable profits.

 

15. Lease liabilities

 

Lease liabilities at 30 June 2025, which include the extension of some existing office leases, are detailed below:

Lease liabilities	Property £000
At 1 April 2023	321
Additions	253
Interest expense	20
Payments to lease creditors	(216)
At 31 March 2024	378
Additions	57
Interest expense	16
Payments to lease creditors	(185)
At 30 June 2025	266

 

The maturity analysis of lease liabilities is detailed below:

 

Lease liabilities - (contractual undiscounted cash flows)	2025 £000	2024 £000
Less than one year	170	140
One to five years	110	265
Total undiscounted lease liabilities as at 30 June 2025	280	405

 

There are no leases with a term of more than five years.

Lease liabilities included in the statement of financial position at 30 June 2025	2025 £000	2024 £000
Current	160	127
Non-current	107	251

 

Amounts recognised in the statement of comprehensive income	2025 £000	2024 £000
Interest on lease liabilities	16	20
Expenses related to short‑term leases	0	6
Depreciation of right of use assets (note 10)	169	197
Amounts recognised in the statement of cash flows	2025 £000	2024 £000
Payment of principal	185	216
Payment of interest	16	20
Total cash outflows	201	236

 

 

16. Share capital

 

The table below details movements within the year:

		Ordinary shares
Number of shares (in thousands of shares)	2025		2024
In issue at the start of the period	23,826		23,826
In issue at the end of the period	23,826		23,826

 

Allotted, called up and fully paid	2025 £000	2024 £000
Ordinary shares of £0.10 each (2024: £0.10 each)	2,382	2,382
Deferred shares of £0.90 each (2024: £0.90 each)	19,896	19,896
Total	22,278	22,278

 

Deferred shares for all practical purposes are valueless and it is the Board's intention to repurchase, cancel or seek to surrender these deferred shares using lawful means as the Board may at such time in the future decide.

 

No shares were issued in either the 15-month period ended 30 June 2025 or in the twelve-month period ended 31 March 2024.

 

Other reserves included:

 

Share premium

This comprises of the amount subscribed for share capital in excess of the nominal value less any transaction costs incurred in raising equity.

 

Other reserves

These comprise of amounts expensed in relation to the share options, share incentive scheme (see note 17) and merger relief from shares issued as consideration to acquisitions and equity placings (net of costs).

 

Movements in the 15-month period ended 30 June 2025 include a share-based payments charge for the period of £22,000, as outlined in note 17.

 

Accumulated loss reserve

Accumulated loss reserves for the Group are made up of cumulative profits and losses net of dividends and other adjustments.

 

 

 

17. Share-based payments

	2025 £000	2024 £000
Share options - (CSOP)	11	22
Share options - (ESOP)	11	4
Save As You Earn (SAYE)	-	-
	22	26

 

Share options - (CSOP)

 

The following options over ordinary shares remained outstanding at 30 June 2025:

 

	Options at 1 April 2024	Options issued during the period	Options lapsed during the period	Options exercised during the period	Options at 30 June 2025	Exercise price	Date of grant	First date of exercise	Final date of exercise
Employees:
Employees	80,276	-	80,276	-	-	£0.95	10/02/2022	10/02/2023	10/02/2027
Employees	6,249	-	6,249	-	-	£0.95	10/02/2022	30/09/2023	10/02/2027
Employees	241,064	-	241,064	-	-	£0.95	10/02/2022	10/02/2025	10/02/2027
Total	327,589	-	327,589	-	-

 

The following options over ordinary shares remained outstanding at 31 March 2024:

 

	Options at 1 April 2023	Options issued during the year	Options lapsed during the year	Options exercised during the year	Options at 31 March 2024	Exercise price	Date of grant	First date of exercise	Final date of exercise
Directors:
P McFadden1	25,000	-	25,000	-	-	£0.95	10/02/2022	10/02/2025	10/02/2027
Employees:
Employees	87,220	-	6,944	-	80,276	£0.95	10/02/2022	10/02/2023	10/02/2027
Employees	11,112	-	4,863	-	6,249	£0.95	10/02/2022	30/09/2023	10/02/2027
Employees	432,064	-	191,000	-	241,064	£0.95	10/02/2022	10/02/2025	10/02/2027
Total	555,396	-	227,807	-	327,589

1.   P McFadden resigned on 20 November 2023.

 

The following illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the year. 

	2025		2024
	Number	WAEP £	Number	WAEP £
Outstanding at the beginning of the period	327,589	0.95	555,396	0.95
Issued	-	-	-	-
Lapsed during the period	327,589	0.95	227,807	0.95
Exercised during the period	-	-	-	-
Outstanding at 30 June 2025	-	-	327,589	0.95
Exercisable at 30 June 2025	-	-	86,525	0.95

 

The share-based payment charge for options granted to employees and Directors has been calculated using the Black‑Scholes model and using the following parameters:

Share price at grant date	£0.95
Exercise price	£0.95
Expected option life (year)	5 years
Expected volatility (%)	43.4%
Expected dividends	0%
Risk-free interest rate (%)	1.54%
Option fair value	£0.38

 

The calculation includes an estimated leaver provision of 55% (2024: 55%).

 

Volatility was determined with reference to the average monthly volatility in the Group's share price over the 24 months immediately prior to the date of grant.

 

No options remained outstanding under the CSOP scheme at the end of the period. In the prior year, the weighted average remaining contractual life of options outstanding at the end of the year was two years and ten months.

 

Share options - (ESOP)

 

The following options over ordinary shares remained outstanding at 30 June 2025:

 

 

	Options at 1 April 2024	Options issued during the period	Options lapsed during the period	Options exercised during the period	Options at 30 June 2025	Exercise price	Date of grant	First date of exercise	Final date of exercise
Directors:
J Hall	-	250,000	-	-	250,000	£0.35	29/01/2025	31/10/2025	29/01/2035
Employees:
Employees	233	-	233	-	-	£1.60	01/03/2019	01/03/2020	01/07/2024
Employees	5,000	-	5,000	-	-	£2.00	01/10/2019	01/10/2020	30/09/2023
Employees	27,936	-	27,936	-	-	£0.95	10/02/2022	10/02/2025	10/02/2027
Employees	-	977,000	-	-	977,000	£0.35	29/01/2025	31/10/2025	29/01/2035
Total	33,169	1,227,000	33,169	-	1,227,000

 

 

The following options over ordinary shares remained outstanding at 31 March 2024:

 

	Options at 1 April 2023	Options issued during the year	Options lapsed during the year	Options exercised during the year	Options at 31 March 2024	Exercise price	Date of grant	First date of exercise	Final date of exercise
Directors 1:
P McFadden	7,875	-	7,875	-	-	£4.00	07/05/2018	07/05/2019	30/09/2023
Employees:
Employees	5,250	-	5,250	-	-	£4.00	13/11/2017	13/11/2018	30/09/2023
Employees	454	-	454	-	-	£4.00	01/03/2018	01/03/2019	28/02/2023
Employees	5,313	-	5,313	-	-	£4.00	04/04/2018	04/04/2019	03/04/2023
Employees	524	-	291	-	233	£1.60	01/03/2019	01/03/2020	01/07/2024
Employees	3,000	-	3,000	-	-	£4.00	01/06/2019	01/06/2020	30/09/2023
Employees	7,500	-	2,500	-	5,000	£2.00	01/10/2019	01/10/2020	30/09/2023
Employees	27,936	-	-	-	27,936	£0.95	10/02/2022	10/02/2025	10/02/2027
Total	57,852	-	24,683	-	33,169

1. P McFadden resigned on 20 November 2023

 

 

The following illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the year.

 

	2025		2024
	Number	WAEP £	Number	WAEP £
Outstanding at the beginning of the year	33,169	1.1	57,852	3.7
Issued	1,227,000	0.4	-	-
Lapsed during the year	33,169	1.1	24,683	3.8
Exercised during the period	-	-	-	-
Outstanding at 30 June	1,227,000	0.4	33,169	1.1
Exercisable at 30 June	-	-	2,500	2.0

 

No options were exercised in the year or during the prior year.

 

The share-based payment charge for options granted to employees and Directors has been calculated using the Black‑Scholes model and using the following parameters:

Share price at grant date		£0.33
Exercise price		£0.35
Expected option life (year)		1 year to 3 years
Expected volatility (%)		14.9%
Expected dividends		0%
Risk-free interest rate (%)		4.6%
Option fair value		£0.33

 

The calculation includes an estimated leaver provision of 0% (2024: 31%).

 

The weighted average remaining contractual life of options outstanding at the end of the year was 9 years 7 months (2024: 11 months).

 

Share options - (SAYE)

 

The following options over ordinary shares remained outstanding at 30 June 2025:

 

	Options at 1 April 2024	Options issued during the period	Options lapsed during the period	Options exercised during the period	Options at 30 June 2025	Exercise price	Date of grant	First date of exercise	Final date of exercise
Employees:
Employees	33,264	-	33,264	-	-	£1.515	25/01/2021	01/03/2024	30/09/2024
Total	33,264	-	33,264	-	-

 

The following options over ordinary shares remained outstanding at 31 March 2024:

 

	Options at 1 April 2023	Options issued during the year	Options lapsed during the year	Options exercised during the year	Options at 31 March 2024	Exercise price	Date of grant	First date of exercise	Final date of exercise
Employees:
Employees	117,614	-	(84,350)	-	33,264	£1.515	25/01/2021	01/03/2024	30/09/2024
Total	117,614	-	(84,350)	-	33,264

 

 

The following illustrates the number and weighted average exercise price (WAEP) of, and movements in, share options during the year.

 

	2025		2024
	Number	WAEP £	Number	WAEP £
Outstanding at the beginning of the year	33,264	1.515	117,614	1.515
Issued	-	-	-	-
Lapsed during the year	33,264	1.515	84,350	1.515
Exercised during the year ended 31 March	-	-	-	-
Outstanding at 31 March	-	-	33,264	1.515
Exercisable at 31 March	-	-	33,264	1.515

 

The share-based payment charge for options granted to employees and Directors has been calculated using the Black‑Scholes model and using the following parameters:

Share price at grant date		1.420
Exercise price		1.515
Expected option life (year)		3 years 7 months
Expected volatility (%)		40.0%
Expected dividends		0%
Risk-free interest rate (%)		0.13%
Option fair value		£0.394

 

The calculation includes an estimated leaver provision of 33% (2024: 33%).

 

There were no options outstanding under the SAYE scheme at the end of the period.  The weighted average remaining contractual life of options outstanding at the end of the prior year was six months.

 

 

 

 

 

18. Financial instruments

 

The Group uses financial instruments, other than derivatives, comprising cash at bank and various items such as trade and other receivables and trade and other payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations.

 

The Group's financial assets and liabilities at 30 June 2025, as defined under IFRS 9, are as follows. The fair values of financial assets and liabilities recorded at amortised cost are considered to approximate their book value.

		Amortised cost (loans and receivables)
		2025 £000	2024 £000
Financial assets
Cash and cash equivalents		5,062	4,974
Trade and other receivables		9,879	9,455
Total financial assets		14,941	14,429
Trade and other receivables
Trade receivables		5,005	8,948
Accrued income		4,874	507
		9,879	9,455
		Amortised cost (payables)		Fair value through profit or loss (FVPL)
		2025 £000	2024 £000	2025 £000	2024 £000
Financial liabilities
Trade and other payables		8,271	9,546	-	-
Lease liabilities		266	378	-	-
Forward contracts		-	-	436	213
Total financial liabilities		8,537	9,924	436	213
Trade and other payables
Trade payables		2,851	7,320
Accruals		5,420	2,226
Other creditors		-	-
		8,271	9,546

 

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies and, whilst retaining ultimate responsibility for them, it has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's Finance function. The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility.

 

The Group is exposed to financial risks in respect of:

·     capital risk;

·     foreign currency;

·     interest rates;

·     credit risk; and

·     liquidity risk.

 

A description of each risk, together with the policy for managing risk, is given below.

 

Capital risk

The Group manages its capital to ensure that the Group and its subsidiaries will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of equity and debt balances.

 

The capital structure of the Group consists of cash and cash equivalents, borrowings and equity. Equity comprises issued capital, reserves and accumulated losses as disclosed in the consolidated statement of changes in equity on page 58.

 

The Board of Directors reviews the capital structure on a regular basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital, against the purpose for which it is intended.

 

The Group's three-year £4.0 million revolving credit facility with Barclays Bank plc expired on 23 March 2024. Directors elected not to renew this facility, on account of the strong balance sheet position and with no expectation of utilising it in the near term.  This requirement is continually reviewed and Directors remain in discussions with Barclays should the need arise to put in place a similar facility in the future.

 

 

Market risk

Market risk arises from the Group's use of interest‑bearing, tradable and foreign currency financial instruments. It is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates (currency risk), interest rates (interest rate risk), or other market factors (other price risk).

 

Foreign currency risk

The Group is exposed to foreign currency risk on sales and purchases which are denominated in a currency other than sterling. Exposures to exchange rates are predominantly denominated in US dollars and euros. The Group seeks to reduce foreign exchange exposures arising from transactions in various currencies through a policy of matching, as far as possible, receipts and payments across the Group in each individual currency. The Group uses derivatives where there is a material surplus or deficit of non-sterling receipts and payments.

 

The following forward contracts were entered into in order to mitigate the risk of fluctuations in the value of sterling against US dollar.  

 

Currency	Amount (000)	Maturity date	Foreign exchange rate
US dollar	1,840	10 July 2025	1.322
US dollar	1,700	21 August 2025	1.287
US dollar	3,000	5 June 2026	1.331
US dollar	1,000	15 June 2026	1.317
US dollar	1,750	15 June 2026	1.349
US dollar	2,100	21 August 2026	1.280
US dollar	1,000	15 June 2027	1.310
US dollar	500	15 June 2027	1.347

 

The above derivatives are remeasured at fair value at each reporting date. This gives rise to a gain or loss, the entire amount of which is recognised in the statement of comprehensive income within administrative expenses.

 

As of 30 June the Group's net exposure to foreign exchange risk was as follows:

	USD		EUR
Net foreign currency financial assets/(liabilities)	2025 (restated) £000	2024 (restated) £000	2025 (restated) £000	2024 (restated) £000
Trade receivables	100	369	44	160
Other receivables	7	85	1	0
Trade payables	(1,343)	(7,747)	(8)	(27)
Other payables	(8,048)	(67)	3	0
Cash and cash equivalents	421	2,572	190	176
Total net exposure before excluding forward contracts	(8,863)	(4,788)	230	309
Forward contracts	9,800	4,000	0	0
Total net exposure	937	(788)	230	309

 

The effect of a 10% strengthening of the US dollar against sterling at the reporting date on the US dollar-denominated trade and other receivables, trade and other payables, forward contracts and cash and cash equivalents carried at that date would, all other variables held constant, have resulted in a decrease of the pre-tax loss in the year and an increase in net assets of £0.1 million. A 10% weakening in the exchange rate would, on the same basis, have increased the pre-tax loss in the year and decreased net assets by £0.1 million.

 

The effect of a 10% strengthening of the euro against sterling at the reporting date on the euro-denominated trade receivables, payables and cash and cash equivalents carried at that date would, all other variables held constant, have resulted in a decrease of the pre-tax loss in the year and an increase in net assets of £0.03 million. A 10% weakening in the exchange rate would, on the same basis, have increased the pre-tax loss in the year and decreased net assets by £0.02 million.

 

Interest rate risk

The Group has minimal cash flow interest rate risk as it has no external borrowings at variable interest rates.

 

Liquidity risk

The Group manages liquidity risk by maintaining adequate cash reserves and credit facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities wherever possible.

 

There has been no change to the Group's exposure to liquidity risks or the manner in which these risks are managed and measured during the year. Further details are provided in the strategic report.

 

The liquidity risk of each Group entity is managed centrally by the Group's Finance function. Each entity has a predefined facility based on the budget which is set and approved by the Board in advance, which provides detail of each entity's cash requirements. Any material additional expenditure over budget requires sign off by the Board. A quarterly reforecast which includes a cash flow forecast is reviewed by management and approved by the Board.

 

The Group has just over £0.1 million of credit available on corporate credit cards which are settled in full on a monthly basis.

 

The maturity profile of the financial assets and liabilities is summarised below. The table has been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

 

 

		Up to 3 months £'000	Between 3 and 12 months £'000	Between 1 and 2 years £'000	Between 2 and 5 years £'000	Over 5 years £'000
Financial assets
As at 30 June 2025
Trade and other receivables		15,398	2,240	229	-	-
As at 31 March 2024 (restated)
Trade and other receivables		14,593	1,929	1,082	246	-

 

 

Financial liabilities	Up to 3 months £'000	Between 3 and 12 months £'000	Between 1 and 2 years £'000	Between 2 and 5 years £'000	Over 5 years £'000
As at 30 June 2025
Trade and other payables	13,091	2,244	3,461	-	-
Forward contracts	142	134	160	-	-
Lease liabilities	40	121	106	-	-
Total	13,273	2,499	3,727	-	-

 

Financial liabilities
As at 31 March 2024 (restated)
Trade and other payables	13,170	3,194	4,119	252	-
Forward contracts	161	52	0		-
Lease liabilities	32	95	131	120	-
Total	13,363	3,341	4,250	372	-

 

 

Credit risk

The Group's principal financial assets are trade receivables and bank balances. The Group is consequently exposed to the risk that its customers cannot meet their obligations as they fall due. The Group assess the creditworthiness and financial strength of customers at inception and on an ongoing basis using credit agencies and publicly available financial information together with trade knowledge and experience. The Board considers the overall exposure to credit risk to be low given these processes, the long-standing trading relationship Group has with a high proportion of these entities and the blue-chip nature of the Group's client base.  This is borne out by a historically very low level of bad debts.

 

The Group also reviews the credit rating of its banks and financial institutions and believes exposure to credit risk in this area to be limited due to the use of counterparties with strong credit ratings.

Further detail is provided within note 1 and note 11.

 

 

19. Related party transactions

 

The Directors of the Group and their immediate relatives have an interest of 19% (2024: 19%) of the voting shares of the Group. The shareholdings of Directors and changes during the year are shown in the Directors' report on page 47.

 

No dividends were made to the Company in either year by subsidiary undertakings.

 

There were no other related party transactions for the Group during the period.

 

20. Bank loans

 

The Group's £4.0 million credit facility with Barclays Bank plc expired on 23 March 2024.  No facility was in place throughout the 15-month period to 30 June 2025. Directors do not currently believe that such a facility is required. They remain, however, in ongoing communications with Barclays and a charge held by Barclays remains registered on Shearwater Group plc as this will simplify the process for putting in place a replacement facility should Directors decide that this is desirable.

 

 

21. Notes to support cash flow

 

Cash and cash equivalents, which are available on demand, comprise:

	2025 £000	2024 £000
Net increase in cash and cash equivalents	88	1,010
Cash and cash equivalents at the beginning of the year	4,974	3,964
Cash and cash equivalents at the end of the year	5,062	4,974

 

Cash and cash equivalents are held in the following currencies:

	2025 £000	2024 £000
Sterling	4,451	2,774
US dollar	421	2,049
Euro	190	151
	5,062	4,974

 

 

Reconciliation of liabilities from financing activities:

			Non-cash changes
	2024 £'000	Cash outflows £'000	Loan interest £'000	Right-of-use asset additions £'000	2025 £'000
Payment of principal on lease liabilities	378	(185)	16	57	266
Total	378	(185)	16	57	266

 

 

			Non-cash changes
	2023 £'000	Cash outflows £'000	Loan interest £'000	Right-of-use asset additions £'000	2024 £'000
Revolving credit facility interest payable	-	(47)	47	-	-
Payment of principal on lease liabilities	321	(216)	20	253	378
Total	321	(263)	67	253	378

 

 

 

22. Events after the reporting period

 

There are no material events after the reporting period to disclose.