Final Results
Summary by AI BETAClose X
30 March 2026
accesso® Technology Group plc
("accesso" or the "Group")
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
accesso Technology Group plc (AIM: ACSO), the premier technology solutions provider for attractions and venues worldwide, today announces results for the year ended 31 December 2025 ('2025').
Commenting on the results, Steve Brown, Chief Executive Officer of accesso, said:
"2025 was another year of heightened uncertainty across the global economy. Consumer behaviour was constrained and discretionary spending was uneven. This drove transactional volatility and increased pressure on our customers' revenue streams.
Against this backdrop, accesso still delivered strong strategic and operational progress. We strengthened our commercial execution, advanced our platform capabilities, improved operational efficiency, and maintained profitability, all while continuing to invest deliberately to position the Group for its next phase of growth.
We delivered a significant increase in new customer wins, expanded adoption of our SaaS solutions and built strong pipeline momentum, reinforcing the underlying strength of our platform and reflecting the continued demand for accesso's products.
We also continued to prioritise shareholder returns, particularly in view of our share price dynamics, purchasing $15.9m (£11.9m) of our shares by way of on-market share buybacks as well as conducting a $20.0m (£14.5m) tender offer post year end. We continue to be strong believers in the robustness of our business and its potential.
Ultimately, accesso is built to adapt and evolve. Our platform, people and strategy position us well to navigate near-term variability and to re-accelerate growth as market conditions normalise. The acquisition of Dexibit reinforces this, adding AI capabilities and analytics that strengthen our ecosystem and position us to shape how the attractions industry operates in the years ahead
I am also today confirming my intention to step down as Chief Executive Officer of accesso following an organised transition. It has been a privilege to lead this business through a period in which we have grown from a small team serving a handful of venues to an organisation of more than 600 people serving customers across 31 countries. As a Board we have been planning this succession for some time and in January last year, Lee Cowie joined as Chief Operating Officer with the clear intention that he would, in due course, assume the role of CEO. Having worked with Lee for the last year as a colleague and for many years as a customer, I have total confidence in his ability to lead accesso forward. His deep understanding of our end markets, our customers and our technology, combined with the meaningful impact he has already had since joining as Chief Operating Officer, make him the right person to take accesso into its next chapter".
Commenting on the succession plan, Bill Russell, Non-Executive Chairman of accesso, said:
"On behalf of the Board, I want to express our sincere gratitude to Steve Brown for his significant contribution to accesso. Steve has led this business with conviction and ambition, building it from a single product into the diversified global technology platform it is today. His legacy is a strong foundation on which we will continue to build. We thank him for his years of dedication and wish him every success.
The appointment of Lee Cowie as Chief Operating Officer in 2025 was the first step in a planned succession, and it is the Board's intention that Lee will assume the role of Chief Executive Officer with effect from 1 May 2026. We are confident he is the right leader to take accesso into its next chapter".
2025 Highlights
Financial highlights
|
|
|
2025 |
|
2024 |
|
Vs 2024 |
|
|
|
$000 |
|
$000 |
|
% |
|
Revenue |
|
155,105 |
|
152,291 |
|
1.8% |
|
Revenue excluding disposal of Brazil subsidiary, B2C exit, prior period one-off hardware sale (5) |
|
155,105 |
|
149,460 |
|
3.8% |
|
Revenue - constant currency (4) |
|
153,646 |
|
152,291 |
|
0.9% |
|
Cash EBITDA (1) |
|
23,019 |
|
22,831 |
|
0.8% |
|
Statutory profit before tax* |
|
14,321 |
|
10,398 |
|
37.7% |
|
Net cash (2) |
|
30,498 |
|
28,716 |
|
6.2% |
|
Adjusted basic EPS (cents) (3) |
|
44.26 |
|
38.39 |
|
15.3% |
|
Basic earnings per share (cents)* |
|
27.96 |
|
19.21 |
|
45.5% |
*Statutory profit before tax and basic earnings per share have been restated in the comparative period following a prior year adjustment to share-based payments. See details in note 16.
Footnotes:
(1) Cash EBITDA: operating profit before the deduction of amortisation, depreciation, acquisition, integration and disposal costs, and costs related to share-based payments less capitalised development costs (see reconciliation in the financial review).
(2) Net cash is calculated as cash and cash equivalents less borrowings.
(3) Adjusted basic earnings per share is calculated after adjusting operating profit for impairment of intangible assets, amortisation on acquired intangibles, acquisition, integration and disposal costs and share-based payments, net of tax at the effective rate for the period on the taxable adjusted items (as detailed in note 11).
(4) Revenue metrics for the period ended 31 December 2025 have been prepared on a constant currency basis with the period ended 31 December 2024 to assist with assessing the underlying performance of the revenue streams. Average monthly rates for 2024 were used to translate the monthly 2025 results into a constant currency using the range of currencies as set out below:
a. GBP sterling - $1.25 - $1.32
b. Euro - $1.05 - $1.11
c. Canadian dollars - $0.70 - $0.75
d. Australian dollars - $0.63 - $0.68
e. Mexican pesos - $0.05 - $0.06
f. Singapore dollars - $0.74 - $0.77
g. United Arab Emirates dirham - $0.27 - $0.27
(5) The Group exited its B2C business, From the Box Office, in May 2024; the figures presented exclude the revenues generated from this business in 2024 ($0.3m). The Group also sold its Brazilian subsidiary in early January 2025; the figures presented exclude revenues generated from this business in 2025 ($nil) and 2024 ($0.5m). Further, in 2024, the Group made a sale of $1.8m of accesso PrismSM hardware to a large blue-chip customer. These sales should not be expected to repeat in subsequent years.
Performance highlights
|
· |
Strong commercial execution and increased win quality: The Group delivered 43 new venue wins during 2025, up from 30 in the prior year, with 11 of these taking a combination of products (2024: 7). This reflects sharper commercial focus, refreshed leadership and a more disciplined go-to-market strategy. Importantly, win quality improved materially, with 25 venues converting to SaaS solutions and/or expanding relationships through additional product adoption, compared with 9 in the prior year. We also strengthened marketing capability, improved sales engagement and enhanced market positioning, supporting improved pipeline visibility and sustained commercial momentum through the year. |
|
· |
Continued adoption of accesso Freedom: Momentum in Freedom accelerated during the year with 63 venues signed, up from 11 venues at the end of the prior year. The product continues to perform strongly, reinforcing accesso's position across food and beverage, retail and guest commerce and supporting expansion within existing customer relationships as well as new venue wins. |
|
· |
Transactional performance impacted by macro conditions: Transactional revenues softened during the peak summer months, reflecting constrained discretionary spending and broader macroeconomic pressure across geographies, with particular impact on attendance-driven solutions including ticketing and virtual queuing. Encouragingly, transactional volumes improved later in the year, with a notably strong December. The softer transactional performance was partially offset by strong Professional Services activity, highlighting the resilience and benefits of diversification of the Group's revenue model. |
|
· |
Virtual queuing developments reflect normal customer evolution: During the year one major customer discontinued accesso LoQueue® while another confirmed its intention to extend through 2026 on revised commercial terms and initiate a pilot at two additional venues. These developments reflect normal portfolio evolution at scale and do not detract from the broader strength of the Group's diversified platform or its confidence in the long-term value of its virtual queuing solutions and patent portfolio. |
|
· |
Disciplined cost management and operational efficiency, including AI deployment: Profitability and operating discipline remained core priorities. Year-end headcount reduced to 657 from 689 in the prior year, supported by targeted restructuring actions and ongoing focus on efficiency. In January 2026, the Group undertook a further reduction of 45 roles, reinforcing its commitment to operating leverage. The increasing deployment of AI tools across sales, marketing and product teams contributed to productivity gains, faster execution and improved cost control. |
|
· |
AI embedded across the organisation and into our platform roadmap: The Group made significant progress in deploying AI capabilities both internally and as a product development priority. AI-assisted engineering, agentic operational workflows and AI-enabled product development are now established across the business. The Group's structural characteristics, including transaction-based pricing, a deterministic technology core and proprietary operational data across more than 1,100 venues, position it to benefit from AI-driven change in the sector. |
|
· |
Platform innovation: accesso continued to advance its platform during the year, delivering enhancements and function expansion across ticketing, eCommerce, virtual queuing, access management, mobile and analytics. Progress included advancement of Composable Commerce to enable greater configurability for customers, with a successful pilot completed during summer 2025 and rollout planned for accesso ParadoxSM clients in 2026. accesso Passport® was also enhanced through the release of a comprehensive Open API, supporting custom storefronts and mobile applications. |
|
· |
Payment strategy advanced as key strategic opportunity: Following a comprehensive review during 2025, accesso entered into a strategic partnership with Adyen in February 2026 to provide end-to-end payment processing capabilities. The partnership enhances pricing transparency, reduces complexity for customers and creates incremental revenue opportunities, further strengthening the value for customers in the accesso ecosystem. |
|
· |
Transformational acquisition accelerating AI-led platform evolution: In March 2026, the Group announced the acquisition of Dexibit, the only purpose-built AI and analytics platform for the attractions industry. A step-change in capability, the acquisition will rapidly embed intelligence across the Group's solutions and operators' third-party systems, creating an AI-powered ecosystem that empowers operators to make smarter, faster decisions across their entire business. |
|
· |
Planned leadership transition: During the year, Lee Cowie joined as Chief Operating Officer under a structured succession plan and, it is intended that he will join the Board and assume the role of CEO on 1 May 2026. Steve Brown will remain with the business for a period to support the transition, ensuring continuity across key customer relationships and strategic priorities. This planned transition strengthens leadership continuity while positioning accesso for its next phase of growth. |
|
· |
Tender offer completed post period end: Following the year end, accesso announced a tender offer to repurchase £14.5m ($20.0m) of its ordinary shares at a price of £3.00 per share. The tender offer, which was completed post period end and was enabled by the Group's continued balance sheet strength, represents a further return of capital to shareholders and underlines the Board's confidence in the long-term prospects of the business. |
|
· |
Resilient outlook into 2026: The Group has made a solid start to the year, with broader momentum across the business reinforcing the Board's confidence in the long-term strength of the Group's queuing, ticketing and guest management offerings. The Board is mindful of the evolving situation in the Middle East, where professional services milestones and licence implementations for customers in the region are expected to generate between $4.5m and $5.0m of revenue in the current year. Of this, approximately $2.5m relates to milestone revenue yet to be achieved through the remainder of the year, with the balance already delivered and pending final customer acceptance. Notwithstanding this uncertainty, trading in the early part of the year has been in line with expectations and the Board believes revenue and Cash EBITDA for the full year will be consistent with current market expectations of approximately $146m and $20.0m respectively. |
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Upon the publication of this announcement, this inside information is now considered to be in the public domain. The Company will be hosting a webcast presentation for analysts at 1pm. Analysts and institutional investors can register for the presentation using the following link: https://sparklive.lseg.com/AccessoTechnologyGroup/events/0ac4464e-b41e-47fa-a3f0-a58c6a5901e8/accesso-full-year-results-2025. A copy of the presentation made to analysts will also be available for download from the Group's website shortly after the conclusion of the meeting.
For further information, please contact:
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accesso Technology Group plc Steve Brown, Chief Executive Officer Matthew Boyle, Chief Financial Officer |
+44 (0)118 934 7400 |
|
Deutsche Numis (Nominated Adviser and Sole Broker) Joshua Hughes, Iqra Amin |
+44 (0)20 7260 1000 |
|
DGA Group (Financial Public Relations) Adam Davidson, Corbin Ellington |
+44 (0)20 7550 9225 |
About accesso Technology Group plc
At accesso, we believe technology has the power to redefine the guest experience. Our patented and award-winning solutions drive increased revenue for attraction operators while improving the guest experience. Currently serving over 1,100 clients in 31 countries around the globe, accesso's solutions help our clients streamline operations, generate increased revenues, improve guest satisfaction and harness the power of data to facilitate business and marketing decisions.
accesso stands as the leading technology provider of choice for tomorrow's attractions, venues and institutions. To stay ahead, we invest heavily in research and development because our industries demand it, our clients benefit from it and it makes a positive impact on the guest experience. Our innovative technology solutions allow venues to increase the volume and range of on-site spending and to drive increased transaction-based revenue through cutting edge ticketing, point-of-sale, virtual queuing, distribution and experience management software.
Many of our team members have direct, hands-on experience working in the venues we serve. In this way, we are experienced operators who run a technology company serving attractions operators, versus a technology company that happens to serve the market. From our agile development team to our dedicated client service specialists, every team member knows that their passion, integrity, commitment, teamwork and innovation are what drive our success.
accesso is a public company, listed on AIM: a market operated by the London Stock Exchange. For more information visit www.accesso.com. Follow accesso on X, LinkedIn and Facebook.
Chief Executive's review
2025 was a year in which accesso continued to demonstrate its resilience, adaptability and commitment to supporting customers through this ongoing period of heightened uncertainty. We saw transactional volatility, pressure on discretionary spending and shifting customer behaviour patterns which created an uneven and at times challenging environment. Heightened focus on near-term profitability and potential AI-driven disruption also added complexity to customer investment decisions. Against this backdrop, accesso pressed ahead. We introduced a new commercial strategy that delivered immediate momentum, continued to advance our technology platform and placed renewed emphasis on operational excellence, all while maintaining strong profit and cash flow generation. Our actions during the year reinforced the resilience of our diversified business model and the relevance of our solutions for customers navigating similarly challenging conditions.
The Group's balance sheet remains a key strategic asset. We ended the year with $30.5m of net cash, providing the flexibility to allocate capital with discipline and conviction. During 2025, we returned approximately 7% of issued share capital through two buyback programmes totalling $15.9m (£11.9m), and in early 2026 completed a further $20.0m (£14.5m) tender offer, reflecting the Board's clear view that the shares were meaningfully undervalued. At the same time, we remain open minded about how best to deploy capital beyond direct returns to shareholders. The acquisition of Dexibit, completed post year end, is a deliberate investment in analytics and AI capability that strengthens our ecosystem and aligns with our long-term strategy. This combination of disciplined returns and targeted investment reflects our approach to capital allocation: return value directly when the opportunity is compelling, and invest to create value over the longer-term when the strategic case is clear.
Strong commercial execution and increased win momentum and quality of wins
Improving commercial execution was a clear priority entering 2025, and it became a defining strength of the year. The Group delivered 43 new venue wins, up from 30 in the prior year, reflecting sharper focus, improved execution and a more disciplined go-to-market approach. Importantly, the quality of those wins also improved, with 25 venues converting to SaaS solutions and/or expanding relationships through the adoption of additional products, compared with 9 in the prior year.
This momentum was driven by refreshed commercial leadership, stronger sales engagement and an expanded marketing function. Early benefits from our updated website and refined market positioning translated into improved engagement and opportunity flow, strengthening pipeline visibility as the year progressed and supporting confidence in continued commercial momentum.
Transactional performance impacted by macro conditions
Transactional revenues softened during peak summer months, reflecting constrained discretionary spending and broader macroeconomic pressure across multiple geographies. This was particularly evident in attendance-driven solutions, where operators were slow in some cases to adjust pricing and product strategies in response to changing demand. Encouragingly, transactional volumes stabilised later in the year, with a December well ahead of our expectations. Softer transactional performance during the year was partially offset by strong Professional Services activity, reinforcing the resilience and diversification of the Group's revenue base.
Continued adoption of the accesso Freedom Restaurant and Retail proposition
Strong momentum in Freedom accelerated during 2025, reflecting growing customer demand for flexible, cloud-native eCommerce solutions. By year end, 63 venues were signed to go live on the product, up from 11 venues at the end of the prior year.
Freedom continues to perform strongly as both a lead product and a cross-sell solution, reinforcing the Group's position across food and beverage, retail and guest commerce. Freedom is successfully expanding existing customer relationships and winning new venues as both a lead product and a cross-sell - with contracted venues more than doubling year-on-year.
Keeping perspective on virtual queuing
During the year, attention became disproportionately focused on accesso's virtual queuing offerings, particularly one customer's use of accesso LoQueue. In July 2025 we announced that this deployment was not expected to continue beyond year end. Meanwhile, the customer has subsequently confirmed its intention to extend use through 2026 on revised commercial terms, alongside a pilot at two additional venues. This reversal reflects the strength of the underlying technology, not a concession. At the same time, another major customer indicated plans to discontinue the solution. While customer decisions are inevitable at our scale, one discontinuation is not a verdict on the technology. It should not detract from the breadth, strength and diversification of the wider business.
We are confident in the quality of the accesso LoQueue solution, which benefits from 25 years of fine-tuning that no alternative comes close to replicating. Furthermore, we maintain a wide range of virtual queuing patents for specific functionality needed to maximise the solution's effectiveness at scale. In 2025, we validated the strength of our intellectual property and defended our position by successfully challenging a patent filed by a major operator. As the model has evolved from a hardware centric solution to a fully mobile-based product, our commercial model is evolving in ways that can increase adoption over time.
Disciplined cost management and AI-driven operational efficiency
During the year we continued to drive profitability and operational discipline as central priorities. Management focused on careful prioritisation of initiatives, disciplined headcount management and aligning resources with long-term strategic objectives, ensuring the cost base remained appropriate in a variable trading environment. Year-end headcount reduced to 657 from 689 in the prior year, and a targeted workforce reduction programme implemented in January resulted in a further reduction of 45 roles.
Alongside these structural actions, the Group increasingly deployed AI-enabled tools to improve efficiency across the organisation. These tools supported productivity gains across sales, marketing and product teams, including accelerating proposal development, enhancing content creation and enabling AI-assisted UI and UX design. Together, these initiatives contributed to improved operational efficiency and cost control. The continued adoption of AI across the Group is expected to further enhance our ability to move at pace to deliver for customers in a cost-efficient manner.
Overall, the Group made strong progress embedding AI across its operations during 2025, with momentum continuing into 2026. Our approach has been disciplined and practical, focusing on areas where AI delivers measurable productivity and quality improvements while strengthening our capability to embed AI into our products and platform.
Across engineering, product and operations, AI-assisted workflows are now well established, supporting faster delivery, improved accuracy and more effective use of resources. Early adoption has delivered meaningful time savings, enhanced output quality and enabled teams to operate at higher velocity without increasing headcount. AI adoption is a strategic priority and a structural advantage for the Group. Beyond efficiency gains, it is building the organisational capability required to accelerate innovation, improve decision-making and support long-term growth.
Platform innovation and product advancement
Innovation at accesso is continuous and spans every product in the portfolio. Throughout the year, teams delivered a steady cadence of enhancements, performance improvements and functional expansion across our product set. These included ticketing, commerce, virtual queuing, access management, mobile and analytics. Our continuous shipping schedule ensures customers benefit from modern, secure and scalable technology aligned with evolving operational and consumer expectations.
Critically, the Group made notable progress on Composable Commerce, the next evolution of our eCommerce platform, enabling significantly greater configurability and flexibility for customers without the need for bespoke programming. A successful pilot was completed during summer 2025, providing a strong foundation for rollout to accesso Paradox clients from 2026. In addition, accesso Passport was enhanced through the release of a comprehensive open API, enabling customers to support custom storefronts and mobile applications.
Payments strategy evolved
The Group's evolved approach to payments represented a major strategic focus during the year. Following a comprehensive review of provider options, we announced a major agreement to enter into a partnership with Adyen in early 2026. This will see accesso offer end-to-end payment processing aligned with leading commerce platforms.
By leveraging the scale of the Group's transaction volumes, this partnership enables customers to benefit from enhanced pricing, reduced complexity and a more seamless payments experience. For accesso, payments represent a material evolution of our role within customers' commerce ecosystems - moving from gateway to processor, where the real margin opportunity lies. This creates a capital-light incremental revenue stream while further expanding the value accesso delivers within customers' core operational workflows. Customers retain full flexibility to use alternative payment providers, and we are confident the strength of our offering - competitive rates, reduced complexity and deep platform integration - will make accesso the most compelling choice.
Acquiring Dexibit: intelligence at the heart of the ecosystem
In March 2026, we completed the acquisition of Dexibit, the only purpose-built AI and analytics platform for the attractions industry. This is not an incremental step. It is a step-change, acquiring a capability built over years that no competitor can replicate quickly, if at all.
Dexibit brings more than 100 integrations with the major operating systems used across the attractions industry, over 1,000 pre-built visualisations, and years of cross-vendor historical data spanning ticketing, staffing, weather, local events, and visitor behaviour. The depth of domain-specific context training, the breadth of integration across the industry's fragmented technology landscape, and the historical pattern recognition that only accumulates with time and scale represent years of purposeful development acquired in a single move.
The acquisition establishes accesso Intelligence, which will empower operators to make smarter, faster decisions across their entire business. It will apply within accesso's own solutions and across the third-party systems they rely on every day. Through conversational AI, predictive forecasting and cross-platform data integration, an operations manager can ask why last weekend underperformed and get an answer that synthesises attendance, staffing, weather, and guest feedback automatically. Intelligence for the people running the venue, not just data specialists.
Venue operators typically lack the scale or in-house expertise to build an enterprise-wide intelligence capability on their own. Yet without the right solution, they risk missing significant optimisation opportunities as AI reshapes how businesses operate. While others in our industry are introducing basic AI features within their individual products, we asked a more fundamental question: how do we help our clients optimise their entire operation, holistically, across every system they use.
accesso Intelligence answers that question. It does not simply report on what happened. It generates insight that will inform the operational systems that act on it. For example, as we integrate accesso Intelligence across the ecosystem, dynamic pricing could be determined by drawing on weather forecasts, school calendars, and visitor sentiment - not just booking patterns - with the resulting pricing fed directly into our ticketing, virtual queuing, and retail solutions. The power is in connecting the operator's full environment into a single intelligence layer that drives better decision making: external data sources, third-party systems, and accesso's own platform. Already proven across more than 100 external integrations, we now have the foundation to advance through these stages rapidly rather than spending years building one.
We will of course also continue to embed AI into our individual products as part of their natural evolution. But this acquisition represents something larger: a cross-platform intelligence capability that sits above any single product and strengthens the entire ecosystem. As a provider of mission-critical systems of record with deep domain expertise and transaction-based revenue, AI reinforces accesso's position and deepens the Group's strategic relevance to its clients. Dexibit already serves some of the world's most recognised cultural and entertainment institutions, and its capabilities have been validated across a demanding and diverse client base. This acquisition is central to where we are taking accesso.
Planned leadership transition
During 2025, the Group initiated a structured and long-term leadership succession plan. In January of last year, Lee Cowie joined accesso as Chief Operating Officer with the clear intention that he would, in due course, assume the role of CEO. The Board's succession plan enables a structured and well-executed handover, ensuring leadership continuity while positioning the business for its next phase of growth.
The intention is, effective 1 May 2026, Lee will join the Board and assume the role of CEO. I will remain with the business for a period to support the transition, ensuring continuity across key customer relationships and other areas where my involvement adds value.
Having worked with Lee for many years - first as a client, and now as part of accesso - I have total confidence in his ability to lead accesso forward. His keen understanding of our end markets, our technology, international operators and his proven ability to lead a large, high-performing team make him the right person to take accesso into its next chapter.
Over the past year, Lee has worked across all areas of the business, engaging deeply with our teams, customers and operations while making meaningful contributions to performance and strategic execution. He has been particularly impactful on our AI strategy and operational transformation. Our deliberate approach has ensured he is fully prepared to lead the organisation as CEO.
I could not be more proud of the leadership team and all they have accomplished. Together, we have built accesso into the market-leading technology provider it is today, with operations around the world, more than 1,100 venues, and a full portfolio of leading technology. accesso is all about innovation and constantly evolving, and Lee will do an outstanding job leading the business forward with that mindset.
Outlook
Looking ahead, while near-term market conditions may remain variable, accesso enters 2026 with a strengthened commercial engine, a more flexible and scalable platform, disciplined operational foundations and a clear strategic direction.
The broader conversation about AI and its impact on software businesses is one we welcome. Our revenue model is transaction-based and aligned with customer outcomes. Our platform holds proprietary operational data that no AI model can replicate. We are actively embedding AI into our products and operations, not as a defensive response, but because it makes our platform more valuable to the customers and industries we serve. We are confident that AI will be a catalyst for accesso's growth, not a threat.
The Group has made a solid start to the year, with broader momentum across the business reinforcing our confidence in the long-term strength of the Group's queuing, ticketing and guest management offerings. We are mindful of the evolving situation in the Middle East, where professional services milestones and licence implementations for customers in the region are expected to generate between $4.5m and $5.0m of revenue in the current year. Of this, approximately $2.5m relates to milestone revenue yet to be achieved through the remainder of the year, with the balance already delivered and pending final customer acceptance. Notwithstanding this uncertainty, trading in the early part of the year has been in line with expectations and the Board believes revenue and Cash EBITDA for the full year will be consistent with current market expectations of approximately $146m and $20.0m respectively.
Overall, we remain confident in the Group's ability to adapt, execute and deliver sustainable growth over the medium term.
Steve Brown
Chief Executive Officer
28 March 2026
Financial review
Matthew Boyle
Chief Financial Officer
"In 2025, accesso delivered resilient results despite softer attendance in certain verticals, growing revenue 1.8% to $155.1m and maintaining strong repeatable revenue. Gross profit increased with a favourable revenue mix, while disciplined cost control helped offset inflationary pressures on overheads, resulting in stable EBITDA margins. We strengthened our leadership team, continued targeted investment in our platform and people, and ended the year with a strong balance sheet, positioning the Group well for 2026."
|
Revenue $000
|
2025 |
$155,105 |
Group revenue increased 1.8% to $155.1m (2024: $152.3m), demonstrating resilience despite softer attendance volumes across several verticals. Growth in Ticketing and Distribution (+4.2%) and Professional Services (+15.4%) offset declines in Guest Experience (-9.9%), which reflected lower virtual queuing volumes and the non-repeat of prior year hardware sales. Repeatable revenue remained strong at 84.6% (2024: 85.5%) of total revenue. |
|
2024 |
$152,291 |
||
|
Cash EBITDA (1) $000
|
2025 |
$23,019 |
Cash EBITDA increased 0.8% to $23.0m (2024: $22.8m), with margin broadly stable at 14.8% (2024: 15.0%). Gross profit increased 2.3% to $121.8m, with margin improving to 78.5% (2024: 78.1%), primarily reflecting a favourable revenue mix shift towards higher-margin Ticketing revenue and lower hardware sales within Guest Experience. Underlying administrative expenditure increased 2.5% to $99.5m (2024: $97.0m), driven predominantly by staffing costs and inflationary pressures, partially offset by headcount discipline and cost management actions. The increase in gross profit broadly offset higher overheads, resulting in stable overall EBITDA margins year-on-year. |
|
2024 |
$22,831 |
||
|
Statutory profit before tax $000 (Restated)* |
2025 |
$14,321 |
Statutory profit before tax increased 37.7% to $14.3m (2024: $10.4m). While the higher gross profit was offset by underlying administrative expenses as explained above, the increase in statutory profits was driven by reduced amortisation, share-based payment charges and net interest expense. |
|
2024* |
$10,398 |
||
|
Net cash (2) $000 |
2025 |
$30,498 |
Net cash increased to $30.5m at 31 December 2025 (2024: $28.7m), supported by operating cash generation. During the year, the Group deployed $15.9m to repurchase and cancel shares and invested $4.0m in intellectual property, while maintaining access to its $40.0m revolving credit facility. |
|
2024 |
$28,716 |
||
|
Adjusted basic EPS (cents) (3) |
2025 |
44.26 |
Adjusted basic earnings per share of 44.26 and basic earnings per share of 27.96 increased by 15.3% and 45.5% respectively. As with our Cash EBITDA margin, we look forward to both adjusted and basic earnings per share increasing as our existing operational cost base is leveraged to deliver revenue growth. |
|
2024 |
38.39 |
||
|
Basic earnings per share (cents) |
2025 |
27.96 |
|
|
2024* |
19.21 |
*Statutory profit before tax and basic earnings per share have been restated in the comparative period following a prior year adjustment to share-based payments. See details in note 16.
Footnotes:
(1) Cash EBITDA: operating profit before the deduction of amortisation, depreciation, acquisition, integration and disposal costs, and costs related to share-based payments less capitalised development costs.
(2) Net cash is calculated as cash and cash equivalents less borrowings.
(3) Adjusted basic earnings per share is calculated after adjusting operating profit for impairment of intangible assets, amortisation on acquired intangibles, acquisition, integration and disposal expenses and share-based payments, net of tax at the effective rate for the period on the taxable adjusted items (as detailed in note 11).
Key performance indicators and alternative performance measures
The Board continues to utilise consistent alternative performance measures (APMs) internally and in evaluating and presenting the results of the business. The Board views these APMs as representative of the Group's underlying performance.
The historic strategy of enhancing accesso's technology offerings via acquisitions, as well as an all-employee share option arrangement, necessitate adjustments to statutory metrics to remove certain items which the Board does not believe are reflective of the underlying business.
By consistently making these adjustments, the Group provides a better period-to-period comparison and is more readily comparable against businesses that do not have the same acquisition history and equity award policy.
APMs include Cash EBITDA, Adjusted basic EPS, net cash, underlying administrative expenditure and repeatable and non-repeatable revenue analysis and are defined as follows:
· Cash EBITDA is defined as operating profit before the deduction of amortisation, impairment of intangible assets, depreciation, acquisition, integration and disposal costs, and costs related to share-based payments less capitalised internal development costs;
· Adjusted basic earnings per share is calculated after adjusting operating profit for impairment of intangible assets, amortisation on acquired intangibles, acquisition, integration and disposal-related costs and share-based payments, net of tax at the effective rate for the period on the taxable adjusted items (see note 11);
· Net cash is defined as available cash less borrowings. Lease liabilities are excluded from borrowings on the basis they do not represent a cash drawing;
· Underlying administrative expenses are administrative expenses adjusted to add back the cost of capitalised development expenditure and property lease payments and remove amortisation, impairment of intangible assets, depreciation, acquisition costs, and costs related to share-based payments. This measure is to identify and trend the underlying administrative cost before these items;
· Repeatable revenue consists of transactional revenue from Virtual Queuing, Ticketing, eCommerce and Distribution and is defined as revenue earned as either a fixed amount per sale of an item, such as a ticket sold by a customer or as a percentage of revenue generated by a venue operator. Normally, this revenue is repeatable where a multi-year agreement exists and purchasing patterns by venue guests do not significantly change. Other repeatable revenue is defined as revenue, excluding transactional revenue, that is expected to be earned through a customer's agreement, without the need for additional sales activity, such as maintenance and support revenue. Non-repeatable revenue is revenue that occurs one-time (e.g. up-front licence fees) or is not repeatable based upon the current agreement (e.g. billable professional services hours) and is unlikely to be repeatable without additional successful sales execution by accesso. Other revenue consists of hardware sales and other revenue that may or may not be repeatable with limited sales activity if customer behaviour remains consistent; and
· The revenue streams for year ended 31 December 2025 have been prepared on a pro forma basis using consistent currency rates with the year ended 31 December 2024 to assist with assessing the underlying performance. Average monthly rates from 2024 were used to translate the monthly 2025 results into a constant currency using the range of currencies as set out below:
o GBP sterling - $1.25 - $1.32
o Euro - $1.05 - $1.11
o Canadian dollars - $0.70 - $0.75
o Australian dollars - $0.63 - $0.68
o Mexican pesos - $0.05 - $0.06
o Singapore dollars - $0.74 - $0.77
o United Arab Emirates dirham - $0.27 - $0.27
The Group considers Cash EBITDA, which disregards any benefit to the income statement of capitalised development expenditure, as its principal operating metric.
These APMs should not be viewed in isolation but as supplementary information. As adjusted results include the benefits of the Group's acquisition history but exclude significant costs (such as significant legal or amortisation expenditure), they should not be regarded as a complete picture of the Group's financial performance, which is presented in its total results.
Key financial metrics
Revenue
The Group showed resilience to deliver revenue of $155.1m (2024: $152.3m) being growth of 1.8% despite the Group facing multiple headwinds through the year.
As in the prior year, the Group derives approximately 75% of revenue from transactional sources, typically through % revenue share or usage arrangements with its SaaS customers.
We set out details of our revenue by segment, geography and repeatable to non-repeatable analysis below.
Revenue on a segmental basis was as follows:
|
|
2025 |
|
2024 |
|
Vs 2024 |
|
|
$000 |
|
$000 |
|
% |
|
|
|
|
|
|
|
|
Ticketing |
93,493 |
|
89,806 |
|
4.1% |
|
Distribution |
24,274 |
|
23,226 |
|
4.5% |
|
Ticketing and Distribution |
117,767 |
|
113,032 |
|
4.2% |
|
Virtual queuing - transactional revenue |
24,209 |
|
25,705 |
|
(5.8%) |
|
Virtual queuing - hardware and other |
110 |
|
1,865 |
|
(94.1%) |
|
Other Guest Experience* |
4,022 |
|
3,893 |
|
3.3% |
|
Guest Experience |
28,341 |
|
31,463 |
|
(9.9%) |
|
Professional Services |
8,997 |
|
7,796 |
|
15.4% |
|
|
|
|
|
|
|
|
Total revenue |
155,105 |
|
152,291 |
|
1.8% |
* The Other Guest Experience comprises revenue from accesso's mobile application platforms and accesso Freedom.
Revenue by type was as follows:
|
|
2025 |
|
2024* |
|
|
|
$000 |
|
$000 |
% |
|
Virtual queuing |
24,209 |
|
25,705 |
(5.8%) |
|
Ticketing and eCommerce |
65,816 |
|
65,756 |
0.1% |
|
Distribution |
24,274 |
|
23,226 |
4.5% |
|
Transactional revenue |
114,299 |
|
114,687 |
(0.3%) |
|
Maintenance and support |
11,900 |
|
10,187 |
16.8% |
|
Platform fees |
2,133 |
|
3,164 |
(32.6%) |
|
Recurring licence revenue |
2,920 |
|
2,232 |
30.8% |
|
Total repeatable |
131,252 |
|
130,270 |
0.8% |
|
One-time licence revenue |
1,854 |
|
2,550 |
(27.3%) |
|
Implementation, Change Request and Billable services* |
7,970 |
|
5,327 |
49.6% |
|
Professional services* |
8,773 |
|
7,796 |
12.5% |
|
Non-repeatable revenue |
18,597 |
|
15,673 |
18.7% |
|
Hardware |
1,169 |
|
2,179 |
(46.4%) |
|
Other |
4,087 |
|
4,169 |
(2.0%) |
|
Other revenue |
5,256 |
|
6,348 |
(17.2%) |
|
Total revenue |
155,105 |
|
152,291 |
1.8% |
|
Total repeatable as % of total |
84.6% |
|
85.5% |
|
*The prior year comparative has been enhanced to split out implementation, change request and billable services revenue from the professional services revenue attributable to the Professional Services segment. These were previously presented as a single total of $13.1m.
Transactional revenue consisting of Virtual Queuing, Ticketing, eCommerce and Distribution is defined as revenue earned as either a fixed amount per sale of an item, such as a ticket sold by a customer, or as a percentage of revenue generated by a venue operator. Normally, this revenue is repeatable where a multi-year agreement exists and purchasing patterns by venue guests do not significantly change.
Other repeatable revenue is defined as revenue, excluding transactional revenue, that is expected to be earned through each year of a customer's agreement, without the need for additional sales activity, such as maintenance and support revenue or recurring licences.
Non-repeatable revenue is revenue that occurs one-time (e.g., up-front licence or implementation fees) or is not repeatable based upon the current agreement (e.g. billable professional services hours) and is unlikely to be repeatable without additional successful sales execution by accesso.
Other revenues are largely hardware-related. Hardware revenues have historically included the large sale of accesso Prism bands to a blue-chip customer. Other revenues comprise commissions received from the Group's guest ticket insurance partners as well as third-party hardware partners.
Ticketing and Distribution:
Revenue by type within the Ticketing and Distribution segment is set out below:
|
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
% |
|
Ticketing and eCommerce |
65,337 |
|
65,617 |
(0.4%) |
|
Distribution |
24,274 |
|
23,226 |
4.5% |
|
Transactional revenue |
89,611 |
|
88,843 |
0.9% |
|
Maintenance and support |
11,090 |
|
9,756 |
13.7% |
|
Recurring licence revenue |
2,920 |
|
2,232 |
30.8% |
|
Total repeatable |
103,621 |
|
100,831 |
2.8% |
|
One-time licence revenue |
1,854 |
|
2,550 |
(27.3%) |
|
Implementation, Change Request and Billable services |
7,684 |
|
5,187 |
48.1% |
|
Non-repeatable revenue |
9,538 |
|
7,737 |
23.3% |
|
Hardware |
572 |
|
321 |
78.2% |
|
Other |
4,036 |
|
4,143 |
(2.6%) |
|
Other revenue |
4,608 |
|
4,464 |
3.2% |
|
Total revenue |
117,767 |
|
113,032 |
4.2% |
|
|
|
|
|
|
Transactional revenue
As set out in the revenue by type table above, ticketing and eCommerce transactional revenue decreased $0.3m or 0.4% on 2024. These broadly flat revenues reflect challenging attendance volumes across the majority of verticals, most notably in live entertainment, a vertical served by our accesso ShoWareSM product. The transactional revenues include $0.5m generated by our Brazilian subsidiary that exclusively sold ShoWare, and was disposed of in January 2025. The outlier to the challenging volumes was in the ski vertical where continued strong commercial performance alongside positive weather conditions early in the year resulted in a 17% increase in transactional revenue.
Distribution revenues increased by 4.5% on 2024. These increases are primarily driven by new venues being signed to our distribution channels rather than new relationships with new distributors, as was the case with growth in 2024. In an environment of softer attendance growth, distribution networks are a valuable promotional sales channel. This growth in distribution comes despite the strategic decision to move away from the lower-margin consumer direct portion of our Distribution business near the end of the H1 2024 and contributed $0.3m in that period.
Other repeatable revenue
Maintenance and support and recurring licence revenues increased 13.7% and 30.8% over 2024 respectively. These increases were driven by clients going live on the accesso HorizonSM product both in late 2024 and early in 2025. As an 'on premise' product, this has historically been operated on a licence and support model rather than a transactional model.
Non-repeatable revenue
Non-repeatable revenue increased $1.8m or 23.3%, predominantly as a result of change request services provided to existing blue-chip customers. While not our core offering, the services highlight how critical our solutions are to customers and our ability to respond to changing needs in their business.
Guest Experience:
Revenue by type was as follows:
|
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
% |
|
Virtual queuing - transactional |
24,209 |
|
25,705 |
(5.8%) |
|
eCommerce |
479 |
|
139 |
244.6% |
|
Transactional revenue |
24,688 |
|
25,844 |
(4.5%) |
|
Maintenance and support |
586 |
|
431 |
36.0% |
|
Platform fees |
2,133 |
|
3,164 |
(32.6%) |
|
Total repeatable |
27,407 |
|
29,439 |
(6.9%) |
|
Implementation, Change Request and Billable services |
286 |
|
140 |
104.3% |
|
Non-repeatable revenue |
286 |
|
140 |
104.3% |
|
Hardware |
597 |
|
1,858 |
(67.9%) |
|
Other |
51 |
|
26 |
96.2% |
|
Other revenue |
648 |
|
1,884 |
(65.6%) |
|
Total revenue |
28,341 |
|
31,463 |
(9.9%) |
|
|
|
|
|
|
Repeatable revenue
Transactional virtual queuing revenue decreased by $1.5m, being 5.8%, on 2024 as a result of challenging venue attendance, particularly at major customers.
Platform revenues, comprising fees for accesso's mobile application platforms, declined $1.0m, being 32.6%. This comes as a larger enterprise customer moved mobile app services in-house. In previous years, the mobile app product has primarily served enterprise customers, however we are seeing a transition from these customers to a more standardised offering with wider market potential.
Other revenue (hardware)
The $0.6m of hardware revenue delivered in 2025 was generated through the resale of point-of-sale devices and payment terminals sold alongside accesso Freedom. 2024 included hardware sales of $1.8m of accesso Prism bands to a blue-chip customer that were not repeated in 2025.
Professional Services:
Revenue by type within the Professional Services segment is set out below:
|
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
% |
|
Maintenance and support |
224 |
|
- |
- |
|
Total repeatable |
224 |
|
- |
- |
|
Professional services |
8,773 |
|
7,796 |
12.5% |
|
Non-repeatable revenue |
8,773 |
|
7,796 |
12.5% |
|
Total revenue |
8,997 |
|
7,796 |
15.4% |
The Professional Services segment contains the delivery of bespoke professional services to large customers in the ski, theme park, and cruise ship markets and that are not directly associated with a particular product. As a key technology infrastructure partner, large attractions and leisure operators look to us to provide support for their own internal project cycles. We realise that this element of our business will fluctuate year over year, however we are positioned to take the opportunities when they arise. In 2025, Professional Services revenues were 15.4% ahead of the prior period.
Revenue on a geographic and segmental basis was as follows:
|
|
2025 |
2024* |
|||||||
|
Primary geographic markets |
Ticketing and Distribution |
Guest Experience |
Professional Services |
Group |
Ticketing and Distribution |
Guest Experience |
Professional Services |
Group |
|
|
|
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
UK |
31,496 |
3,799 |
- |
35,295 |
31,262 |
4,425 |
- |
35,687 |
|
|
Other Europe |
1,979 |
4,711 |
- |
6,690 |
1,780 |
4,125 |
33 |
5,938 |
|
|
North America |
70,650 |
17,778 |
8,279 |
96,707 |
66,488 |
21,136 |
7,734 |
95,358 |
|
|
Central and South America |
2,513 |
191 |
82 |
2,786 |
3,785 |
194 |
29 |
4,008 |
|
|
Middle East |
5,273 |
- |
636 |
5,909 |
2,267 |
- |
- |
2,267 |
|
|
South Pacific |
3,271 |
1,759 |
- |
5,030 |
3,529 |
1,526 |
- |
5,055 |
|
|
Asia |
2,288 |
103 |
- |
2,391 |
3,551 |
57 |
- |
3,608 |
|
|
Africa |
297 |
- |
- |
297 |
370 |
- |
- |
370 |
|
|
|
117,767 |
28,341 |
8,997 |
155,105 |
113,032 |
31,463 |
7,796 |
152,291 |
|
*The Group's revenue by location disclosure has been revised for the comparative period to present revenues by the location of the contractual customer, rather than the end venue. This basis is considered to more closely reflect the Group's geographical structure and underlying contractual commitments. There is no change to the total revenue reported or impact to numbers reported outside of this disclosure.
While our revenues in the UK remained broadly flat, the Guest Experience segment saw declines of 14.2%, which were offset by an increase of 0.8% in the Ticketing and Distribution segment, due to the strong performance of the Ingresso distributions business discussed earlier in this report.
Our North American business grew by $1.3m (1.4%) where we saw a similar dynamic to the UK, where growth in Ticketing and Distribution of $4.2m or 6.3% was offset by decreases in Guest Experience of $3.4m or 15.9%. These decreases were driven by the shortfalls in transactional volumes in our virtual queuing products discussed earlier.
Revenues in the South Pacific, mainly derived from Australia remained flat year over year at $5.0m.
Revenues in Asia, excluding the Middle East, decreased 33.7% to $2.4m from $3.6m, driven entirely by Japan and Singapore where significant accesso Horizon implementations were delivered during 2024 and not repeated in 2025.
Revenues coming from the Middle East increased by 161% to $5.9m as a result of the completion of accesso Horizon implementations in the region.
Gross margin
We recorded a gross profit increase of 2.3% from $119.0m to $121.8m. This gross profit was delivered at an improved gross margin of 78.5% (2024: 78.1%). This improvement in gross margin is reflective most notably of the increase in Ticketing revenue, which is delivered at a higher margin than our Guest Experience revenue. Among other streams, the Guest Experience segment includes hardware revenue which is typically at a lower margin when compared to our SaaS products or services.
Administrative expenses
|
|
2025 |
|
2024 (Restated)* |
|
|
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
Administrative expenses as reported* |
107,367 |
|
107,130 |
|
|
Capitalised development expenditure (1) |
3,050 |
|
2,633 |
|
|
Amortisation related to acquired intangibles |
(3,362) |
|
(4,212) |
|
|
Share-based payments* |
(4,245) |
|
(4,988) |
|
|
Amortisation and depreciation (2) |
(3,950) |
|
(4,259) |
|
|
Property lease payments not in administrative expense (1) |
712 |
|
839 |
|
|
Acquisition, integration and disposal expenses |
(84) |
|
(127) |
|
|
|
|
|
|
|
|
Underlying administrative expenditure |
99,488 |
|
97,016 |
|
(1) See consolidated cash flow statement.
(2) This excludes acquired intangibles but includes depreciation on right of use assets.
*Share-based payments have been restated in the comparative period by $1.28m. These were previously disclosed as $3.71m. See details of the prior year adjustment in note 16.
Reported administrative expenses increased by 0.2% to $107.4m (2024 Restated: $107.1m) in the year and underlying administrative expenditure increased by 2.5% to $99.5m (2024: $97.0m).
Included within the underlying administrative expenditure is the impact of foreign exchange volatility on our assets and liabilities held in our non-US entities. The foreign exchange loss recorded in underlying administrative expenses for 2025 was $1.1m (2024: FX loss of $0.6m). On a constant currency basis, underlying administrative expenditure increased by 1.5% or $1.4m, driven predominantly by increased staffing costs.
The Group's headcount, including contractors, has decreased throughout the preceding 12 months from 682 at 31 December 2024 to 655 at the end of December 2025. The figure at 31 December 2025 is inclusive of seven staff recruited from 1RISK following the acquisition of intellectual property. While the headcount has decreased 4.0%, there remains an inflationary impact of retaining staff that is reflected in the increase in underlying expenditure.
We are continuing to mitigate the impact to revenue shortfalls by managing the cost base accordingly.
Amortisation from acquired intangibles decreased to $3.4m from $4.2m due to acquired intellectual property and customer relationships assets becoming fully amortised at the end of 2024. Amortisation and depreciation related to all other assets also decreased to $4.0m from $4.3m due to much of the capitalised Research & Development spend becoming fully amortised in prior years.
Share-based payment costs decreased by 14.9% to $4.2m (2024 Restated: $5.0m). The Group continues to use equity-based incentives as a core element of its retention and reward framework, with awards granted under the LTIP and Company-wide share plans during the year reflecting continued investment in employee incentive programmes.
Cash EBITDA
The Group delivered Cash EBITDA for the year of $23.0m, a 0.8% increase on 2024. Cash EBITDA margin was 14.8% in 2025 (2024: 15.0%).
The table below sets out a reconciliation between statutory operating profit and Cash EBITDA:
|
|
2025 |
|
2024 (Restated)* |
|
|
|
$000 |
|
$000 |
|
|
Operating profit* |
14,428 |
|
11,878 |
|
|
Add: acquisition, integration and disposal expenses |
84 |
|
127 |
|
|
Add: Amortisation related to acquired intangibles |
3,362 |
|
4,212 |
|
|
Add: Share-based payments* |
4,245 |
|
4,988 |
|
|
Add: Amortisation and depreciation (excluding acquired intangibles) |
3,950 |
|
4,259 |
|
|
Deduct: Capitalised internal development costs |
(3,050) |
|
(2,633) |
|
|
Cash EBITDA |
23,019 |
|
22,831 |
|
|
Cash EBITDA margin % |
14.8% |
|
15.0% |
|
*Share-based payments have been restated in the comparative period by $1.28m. These were previously disclosed as $3.71m. There is no change to the Cash EBITDA figure previously stated. See details of the prior year adjustment in note 16.
The Group recorded an operating profit of $14.4m in 2025 (2024 Restated: $11.9m); and adjusted basic earnings per share increased to 44.26 cents (2024: 38.39 cents).
Our Distribution business, focused on B2B, will continue to be a key part of our service offering, however, due to the accounting standards covering revenue recognition, our margins in this business will always be significantly lower than the rest of our revenue streams. These revenue recognition standards require us to recognise the full amount of commission included within the gross value of a ticket sold as our revenue, with the larger portion of this commission paid to the distributor as our cost of goods sold. To illustrate the impact this has on our results, the table below presents what our revenue and gross profit and Cash EBITDA margins would be if we were permitted to recognise net commission as our revenue.
Proforma income statement with Distribution revenue recognised net:
|
|
2025 |
|
2024 |
|
|
$000 |
|
$000 |
|
|
|
|
|
|
Revenue (net) |
135,399 |
|
134,586 |
|
Cost of goods sold |
(13,604) |
|
(15,578) |
|
Gross Profit |
121,795 |
|
119,008 |
|
Gross Profit margin % |
90.0% |
|
88.4% |
|
Underlying administrative expenditure excluding property lease payments |
(98,776) |
|
(96,177) |
|
Cash EBITDA |
23,019 |
|
22,831 |
|
Cash EBITDA margin % |
17.0% |
|
17.0% |
Development expenditure
|
|
2025 |
|
2024 |
|
|
|
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
|
Total development expenditure |
45,680 |
|
44,785 |
|
|
|
% of total revenue |
29.5% |
|
29.4% |
|
|
Our total development expenditure for 2025 remained flat on 2024 at $45.7m, being 29.5% of revenue (2024: 29.4%).
Development expenditure represents all expenses incurred by the Group's Engineering and Product Management functions, predominantly comprising payroll and software-related costs. These functions maintain our existing solutions and work with our customers to ensure the Group's products are well positioned to meet customer needs. In addition, these functions also perform research and development activities based on the product roadmaps, which set out the planned features and releases over time.
The Group capitalises elements of development expenditure where it is appropriate and in accordance with IAS 38 Intangible Assets. Capitalised development expenditure of $3.1m (2024: $2.6m) represents 6.7% (2024: 5.9%) of total development expenditure. The Group's research and development is primarily focused on constant and iterative improvement of existing customer products, which in turn leads to increased customer satisfaction and retention, rather than a focus on creating new revenue streams. It continues to be critical in order to continue to meet and exceed the expectations of our existing customers' requirements and the current solutions they utilise. Development continues to expand the product set and add features that will be important for our customers' operations in the future.
Cash and net cash
Net cash at the end of the year has increased to $30.5m from $28.7m at 31 December 2024.
|
|
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
|
|
|
|
|
|
|
Cash in hand & at bank |
|
41,374 |
|
42,769 |
|
Less: Borrowings (including capitalised finance costs) |
|
(10,876) |
|
(14,053) |
|
|
|
|
|
|
|
Net cash |
|
30,498 |
|
28,716 |
|
|
|
|
|
|
|
Less: pass-through cash* |
|
(8,948) |
|
(2,841) |
|
Adjusted net cash |
|
21,550 |
|
25,875 |
|
|
|
|
|
|
*Pass-through cash is received from ticket distributors representing the gross value of a ticket sold via the Group's distribution platform, Ingresso, and its 'collect and remit' business in Mexico. This cash is payable to attractions and venues and does not form part of Group revenue.
The Group has maintained a strong net cash position with net cash inflow from operating activities, prior to working capital movements, of $26.1m (2024: $25.7m). The Group had a total working capital inflow for the year of $6.1m (2024: outflow of $10.9m). This swing is primarily driven by the timing of collections around the year-end, particularly in our Distribution business that operates a 'collect and remit' business model, receiving the face value of a ticket purchase and remitting to both the distributor and venue. The timing of these collections around the year end can materially affect the working capital position in any given period; pass-through cash held at year end was $8.9m, up from $2.8m in the prior year, reflecting a higher volume of ticket sales collected through the platform close to the year-end.
The cash outflows from investing activities were $7.7m (2024: $2.4m). This was predominantly driven by the acquisition of intellectual property in May 2025 for $4.0m alongside capitalised internal development costs of $3.1m (2024: $2.6m). As of 31 December 2025, the Group had drawn $11.3m ($10.9m net of finance costs) of the $40.0m facility that expires in May 2027.
Net cash outflows from financing activities were $25.1m (2024: $17.1m), this included outflows of $15.9m (2024: $8.1m) on the purchase and cancellation of accesso's own shares through the two buyback programmes operating during the year as well as share purchases for the Group's Employee Benefit Trust totalling $4.1m (2024: $nil). The Group also made repayments of a net $3.4m on its revolving credit facility.
Dividend and share repurchases
The Board continuously evaluates capital allocation decisions and holds the view surplus cash is most effectively used in share repurchases or special dividends, strategic product development or, where the opportunities arise, value accretive acquisitions.
During the year, the Group operated two share repurchase programmes, up to a total value of GBP £12.0m. The first programme commenced in April 2025 and concluded in October 2025 with a total repurchase and cancellation of 1,746,901 shares for a total consideration of $10.8m (GBP £8.0m). The second programme commenced in October 2025 and concluded in January 2026 with a total of 1,175,202 shares being repurchased for a total of $5.3m (GBP £4.0m). In total, during 2025, the Group repurchased and cancelled 2,863,647 shares for a total of $15.9m (GBP £11.9m).
On 18 March 2026, post year end, the Group completed a tender offer of $20.0m (GBP £14.5m) at a fixed price of £3.00 per share, representing 12.7% of the ordinary shares in issue at the date of the tender.
Impairment
In line with relevant accounting standards, the Group reviews the carrying value of all intangible assets on an annual basis or at the interim where indicators of impairment exist. No development costs (2024: none) were impaired following a review of their year-end carrying values.
Taxation
The tax charge of $3.3m represents an effective tax rate on the $14.3m of statutory profit before tax of 23.29% (2024 Restated: 25.0%).
The key reconciling items to the Group's weighted average tax rate of 25.62% are: a net $0.25m reduction relating to the adjustment of R&D estimates from the prior period and the generation of R&D credits during the year. A further reduction of $1.2m in relation to adjustments in respect of prior periods, $0.5m of which relates to US State tax filings and the balances relates to prior period adjustments arising from the refiling of UK corporate tax returns to reflect the application of available tax reliefs. These reductions were offset by $1.0m in adjustments relating to share awards and non-deductible expenses.
Matthew Boyle
Chief Financial Officer
28 March 2026
Consolidated statement of comprehensive income
for the financial year ended 31 December 2025
|
|
|
2025 |
|
2024 (Restated)* |
|
|
Notes |
$000 |
|
$000 |
|
|
|
|
|
|
|
Revenue |
8 |
155,105 |
|
152,291 |
|
|
|
|
|
|
|
Cost of sales |
|
(33,310) |
|
(33,283) |
|
|
|
|
|
|
|
Gross profit |
|
121,795 |
|
119,008 |
|
|
|
|
|
|
|
Administrative expenses* |
|
(107,367) |
|
(107,130) |
|
|
|
|
|
|
|
Operating profit before exceptional items |
|
14,512 |
|
12,005 |
|
Acquisition, integration and disposal-related expenditure |
|
(84) |
|
(127) |
|
|
|
|
|
|
|
Operating profit |
|
14,428 |
|
11,878 |
|
|
|
|
|
|
|
Finance expense |
9 |
(1,360) |
|
(2,319) |
|
|
|
|
|
|
|
Finance income |
9 |
1,253 |
|
839 |
|
|
|
|
|
|
|
Profit before tax |
|
14,321 |
|
10,398 |
|
|
|
|
|
|
|
Income tax expense |
10 |
(3,336) |
|
(2,598) |
|
|
|
|
|
|
|
Profit for the period |
|
10,985 |
|
7,800 |
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
Items that will be reclassified to income statement |
|
|
|
|
|
Exchange differences on translating foreign operations |
|
3,809 |
|
(1,789) |
|
|
|
3,809 |
|
(1,789) |
|
|
|
|
|
|
|
Total comprehensive income |
|
14,794 |
|
6,011 |
|
|
|
|
|
|
|
All profit and comprehensive income is attributable to the owners of the parent |
|
|
|
|
|
|
|
|
|
|
|
Earnings per share expressed in cents per share: |
|
|
|
|
|
Basic* |
11 |
27.96 |
|
19.21 |
|
Diluted* |
11 |
27.00 |
|
18.74 |
*Administrative expenses for the comparative have been restated to include $1.28m of costs relating to share-based payment transactions. This impacts the profit and the earnings per share calculations accordingly. Details of this restatement are included in note 16.
All activities of the Group are classified as continuing.
Consolidated statement of financial position
as at 31 December 2025
|
Registered Number: 03959429
|
|
31 December 2025 |
|
31 December 2024
|
|
|
Notes |
$000 |
|
$000 |
|
Assets |
|
|
|
|
|
Non-current assets |
|
|
|
|
|
Intangible assets |
12 |
163,442 |
|
159,639 |
|
Property, plant and equipment |
13 |
906 |
|
882 |
|
Right of use assets |
|
1,078 |
|
1,341 |
|
Contract assets |
8 |
855 |
|
763 |
|
Deferred tax assets |
10 |
12,123 |
|
15,039 |
|
|
|
178,404 |
|
177,664 |
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
Inventories |
|
118 |
|
152 |
|
Contract assets |
8 |
3,981 |
|
2,805 |
|
Trade and other receivables |
|
28,846 |
|
38,327 |
|
Income tax receivable |
|
2,917 |
|
1,662 |
|
Cash and cash equivalents |
|
41,374 |
|
42,769 |
|
|
|
77,236 |
|
85,715 |
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
Current liabilities |
|
|
|
|
|
Trade and other payables |
|
28,411 |
|
30,325 |
|
Lease liabilities |
|
458 |
|
529 |
|
Contract liabilities |
8 |
6,868 |
|
7,265 |
|
Income tax payable |
|
4,805 |
|
5,463 |
|
|
|
40,542 |
|
43,582 |
|
|
|
|
|
|
|
Net current assets |
|
36,694 |
|
42,133 |
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
Deferred tax liabilities |
10 |
6,607 |
|
7,155 |
|
Contract liabilities |
8 |
325 |
|
492 |
|
Other non-current liabilities |
|
464 |
|
365 |
|
Lease liabilities |
|
701 |
|
893 |
|
Borrowings |
14 |
10,876 |
|
14,053 |
|
|
|
18,973 |
|
22,958 |
|
|
|
|
|
|
|
Total liabilities |
|
59,515 |
|
66,540 |
|
|
|
|
|
|
|
Net assets |
|
196,125 |
|
196,839 |
|
|
|
|
|
|
|
Shareholders' equity |
|
|
|
|
|
Called up share capital |
15 |
554 |
|
592 |
|
Share premium |
|
154,536 |
|
154,370 |
|
Retained earnings |
|
30,210 |
|
31,797 |
|
Merger relief reserve |
|
19,641 |
|
19,641 |
|
Translation reserve |
|
(426) |
|
(4,235) |
|
Own shares held in trust |
|
(8,447) |
|
(5,345) |
|
Capital Redemption Reserve |
|
57 |
|
19 |
|
|
|
|
|
|
|
Total shareholders' equity |
|
196,125 |
|
196,839 |
Consolidated statement of cash flow
for the financial year ended 31 December 2025
|
|
|
2025 |
|
2024 (Restated)* |
|
|
Notes |
$000 |
|
$000 |
|
Cash flows from operations |
|
|
|
|
|
Profit for the period* |
|
10,985 |
|
7,800 |
|
Adjustments for: |
|
|
|
|
|
Depreciation (excluding leased assets) |
13 |
577 |
|
863 |
|
Depreciation on leased assets |
|
617 |
|
613 |
|
Amortisation on acquired intangibles |
12 |
3,362 |
|
4,212 |
|
Amortisation on development costs and other intangibles |
12 |
2,756 |
|
2,783 |
|
Gain on disposal of property, plant and equipment |
|
(2) |
|
(5) |
|
Share-based payment* |
|
4,245 |
|
4,988 |
|
Movement on bad debt provision |
|
127 |
|
454 |
|
Gain on disposal of Brazilian subsidiary |
|
(164) |
|
- |
|
Finance expense |
9 |
1,360 |
|
2,319 |
|
Finance income |
9 |
(1,253) |
|
(839) |
|
Foreign exchange gain |
|
302 |
|
(44) |
|
Income tax expense |
10 |
3,336 |
|
2,598 |
|
RDEC tax credits |
|
(117) |
|
- |
|
|
|
26,131 |
|
25,742 |
|
|
|
|
|
|
|
Decrease in inventories |
|
38 |
|
962 |
|
Decrease/(Increase) in trade and other receivables |
|
11,375 |
|
(8,932) |
|
(Increase)/decrease in contract assets** |
|
(1,231) |
|
518 |
|
(Decrease) in contract liabilities** |
|
(712) |
|
(402) |
|
(Decrease) in trade and other payables |
|
(3,383) |
|
(3,089) |
|
|
|
|
|
|
|
Cash generated from operations |
|
32,218 |
|
14,799 |
|
|
|
|
|
|
|
Tax paid |
|
(2,684) |
|
(2,747) |
|
|
|
|
|
|
|
Net cash inflow from operating activities |
|
29,534 |
|
12,052 |
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
Acquisition of Boxer Consulting Limited |
|
(114) |
|
(96) |
|
Purchase of 1RISK Intellectual Property |
12 |
(4,000) |
|
- |
|
Proceeds from disposal of Brazilian subsidiary (net of cash disposed) |
|
16 |
|
- |
|
Capitalised internal development costs |
12 |
(3,050) |
|
(2,633) |
|
Purchase of intangible assets |
12 |
(480) |
|
- |
|
Purchase of property, plant and equipment |
13 |
(585) |
|
(420) |
|
Proceeds from sale of property, plant and equipment |
|
7 |
|
8 |
|
Interest received |
|
546 |
|
791 |
|
|
|
|
|
|
|
Net cash (used in) investing activities |
|
(7,660) |
|
(2,350) |
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
Share issue |
|
- |
|
3 |
|
Purchase of shares held in trust |
|
(4,053) |
|
- |
|
Purchase of own shares for cancellation |
|
(15,911) |
|
(8,094) |
|
Interest paid |
|
(960) |
|
(1,674) |
|
Payments on property lease liabilities |
|
(712) |
|
(1,000) |
|
Proceeds from property lease receivables |
|
- |
|
161 |
|
Cash paid to refinance |
14 |
- |
|
(44) |
|
Proceeds from borrowings |
14 |
8,072 |
|
- |
|
Repayments of borrowings |
14 |
(11,500) |
|
(6,500) |
|
|
|
|
|
|
|
Net cash (utilised in) financing activities |
|
(25,064) |
|
(17,148) |
|
|
|
|
|
|
|
(Decrease) in cash and cash equivalents |
|
(3,190) |
|
(7,446) |
|
Cash and cash equivalents at beginning of year |
|
42,769 |
|
51,814 |
|
|
|
|
|
|
|
Exchange gain/(loss) on cash and cash equivalents |
|
1,795 |
|
(1,599) |
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
41,374 |
|
42,769 |
*Profit for the year and the share-based payment charge have been restated to reflect the prior year adjustment to share-based payments. Details of this can be found in note 16. There is no impact to the net cash inflow from operating activities.
**The disclosure for contract assets and contracts liabilities has been enhanced to present these movements separately. These were previously disclosed as a combined total of $0.1m.
Consolidated statement of changes in equity
for the financial year ended 31 December 2025
|
|
|
Share capital |
Share premium |
Retained earnings |
Merger relief reserve |
Own shares held in trust |
Capital Redemption Reserve |
Translation reserve |
|
Total |
|
|
|
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|
$000 |
|
Balance at 1 January 2025 |
|
592 |
154,370 |
31,797 |
19,641 |
(5,345) |
19 |
(4,235) |
|
196,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
|
|
|
|
|
|
|
|||
|
Profit for period |
|
- |
- |
10,985 |
- |
- |
- |
- |
|
10,985 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
- |
- |
- |
- |
- |
- |
3,809 |
|
3,809 |
|
Total comprehensive income for the year |
|
- |
- |
10,985 |
- |
- |
- |
3,809 |
|
14,794 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Issue of share capital |
|
- |
- |
- |
- |
- |
- |
- |
|
- |
|
Settlement of share options through Employee Benefit Trust |
|
- |
- |
(951) |
- |
951 |
- |
- |
|
- |
|
Share-based payments |
|
- |
- |
4,290 |
- |
- |
- |
- |
|
4,290 |
|
Repurchase of shares for cancellation |
|
(38) |
- |
(15,911) |
- |
- |
38 |
- |
|
(15,911) |
|
Repurchase of shares to be held in trust |
|
- |
- |
- |
- |
(4,053) |
- |
- |
|
(4,053) |
|
Contingent consideration settled in shares |
|
- |
166 |
- |
- |
- |
- |
- |
|
166 |
|
Total contributions by and distributions by owners |
|
(38) |
166 |
(12,572) |
- |
(3,102) |
38 |
- |
|
(15,508) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2025 |
|
554 |
154,536 |
30,210 |
19,641 |
(8,447) |
57 |
(426) |
|
196,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 1 January 2024 |
|
603 |
153,948 |
31,196 |
19,641 |
(9,451) |
4 |
(2,446) |
|
193,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income for the year |
|
|
|
|
|
|
|
|||
|
Profit for period* |
|
- |
- |
7,800 |
- |
- |
- |
- |
|
7,800 |
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
Exchange differences on translating foreign operations |
|
- |
- |
- |
- |
- |
- |
(1,789) |
|
(1,789) |
|
Total comprehensive income for the year |
|
- |
- |
7,800 |
- |
- |
- |
(1,789) |
|
6,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contributions by and distributions to owners |
|
|
|
|
|
|
||||
|
Issue of share capital |
|
3 |
- |
(1) |
- |
- |
- |
- |
|
2 |
|
Settlement of share options through Employee Benefit Trust |
|
- |
- |
(4,090) |
- |
4,106 |
- |
- |
|
16 |
|
Share-based payments* |
|
- |
- |
4,958 |
- |
- |
- |
- |
|
4,958 |
|
Share option tax charge - current |
|
- |
- |
317 |
- |
- |
- |
- |
|
317 |
|
Share option tax charge - deferred |
|
- |
- |
(289) |
- |
- |
- |
- |
|
(289) |
|
Repurchase of shares for cancellation |
|
(15) |
- |
(8,094) |
- |
- |
15 |
- |
|
(8,094) |
|
Contingent consideration settled in shares |
|
1 |
422 |
- |
- |
- |
- |
- |
|
423 |
|
Total contributions by and distributions by owners |
|
(11) |
422 |
(7,199) |
- |
4,106 |
15 |
- |
|
(2,667) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December 2024 (Restated)* |
|
592 |
154,370 |
31,797 |
19,641 |
(5,345) |
19 |
(4,235) |
|
196,839 |
*Within retained earnings, profit for the year and the share-based payment charge have been restated to reflect the prior year adjustment of $1.28m to share-based payments. Details of this can be found in note 16. There is no impact to the closing retained earnings position.
1. Reporting entity
accesso Technology Group plc is a public limited company incorporated in the United Kingdom, whose shares are publicly traded on the AIM market. The Company is domiciled in the United Kingdom and its registered address is Unit 5, The Pavilions, Ruscombe Park, Twyford, Berkshire RG10 9NN. The consolidated financial information comprises the Company and its subsidiaries (together referred to as the "Group").
The Group's principal activities are the development and application of ticketing, mobile and eCommerce technologies, licensing and operation of virtual queuing solutions and providing a personalised experience to customers within the attractions and leisure industry. The eCommerce technologies are generally licensed to operators of venues, enabling the online sale of tickets, guest management, and point-of-sale (POS) transactions. The virtual queuing solutions and personalised experience platforms are installed by the Group at a venue, and managed and operated by the Group directly or licensed to the operator for their operation.
Exemption from audit
For the years ended 31 December 2025 and 2024, accesso Technology Group plc has provided a guarantee in respect of all liabilities due by its subsidiaries Ingresso Group Limited (company number 07477714) and Lo-Q Limited (company number 08760856). This entitles them to exemption from audit under 479A of the Companies Act 2006 relating to subsidiary companies.
2. Basis of accounting
The preliminary results for the year ended 31 December 2025 and the results for the year ended 31 December 2024 are prepared under UK-adopted international accounting standards ("UK-adopted IFRS") and applicable law. The accounting policies adopted in this preliminary announcement are consistent with the Annual Report for the year ended 31 December 2025.
The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2025 or 2024 but is derived from those accounts. Statutory accounts for 2024 have been delivered to the registrar of companies, and those for 2025 will be delivered in due course. The auditor has reported on those accounts; their reports were (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
While the financial information included in this announcement has been prepared in accordance with the recognition and measurement criteria of UK-adopted IFRS, this announcement does not itself contain sufficient information to comply with UK-adopted IFRS.
The consolidated Group financial information was authorised for issue by the Company's Board of Directors on 28 March 2026.
The consolidated financial information has been prepared on the historical cost basis except for contingent consideration and acquired intangible assets arising on business combinations, which are measured at fair value.
Details of the Group's accounting policies are included in notes 3 and 4.
3. Changes to significant accounting policies
Other new standards and improvements
Other than as described below, the accounting policies, presentation and methods of calculation adopted are consistent with those of the Annual Report and Accounts for the year ended 31 December 2024, apart from standards, amendments to or interpretations of published standards adopted during the period.
The following standards, interpretations and amendments to existing standards are now effective and have been adopted by the Group. The impacts of applying these policies are not considered material:
§ Lack of Exchangeability (Amendments to IAS 21)
New standards and interpretations not yet adopted
A number of new standards, amendments to standards, and interpretations are either not effective for 2025 or not relevant to the Group and therefore have not been applied in preparing these accounts. These standards, amendments or interpretations are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
§ Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and 7)
§ Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7)
§ Annual Improvements to IFRS Accounting Standards - Volume 11
§ Presentation and Disclosure in Financial Statements (Amendments to IFRS 18)
§ Subsidiaries without Public Accountability Disclosures (Amendments to IFRS 19)
4. Significant accounting policies
The principal accounting policies adopted in the preparation of the financial information is set out below. The policies have been consistently applied to all the periods presented.
Basis of consolidation
The consolidated financial information incorporates the results of accesso Technology Group plc and all of its subsidiary undertakings and the Employee Benefit Trust as at 31 December 2025 using the acquisition method. Subsidiaries are all entities over which the Group has the ability to affect the returns of the entity and has the rights to variable returns from its involvement with the entity. The results of subsidiary undertakings are included from the date of acquisition.
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate of the fair value, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. Any costs directly attributable to the business combination are written off to the Group income statement in the period incurred. The acquiree's identifiable assets, liabilities, and contingent liabilities that meet the conditions under IFRS 3 are recognised at their fair value at the acquisition date.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities, and contingent liabilities recognised. Provisional fair values are adjusted against goodwill if additional information is obtained within one year of the acquisition date about facts or circumstances existing at the acquisition date.
Where necessary, adjustments are made to the financial information of subsidiaries to bring the accounting policies used into line with those used by the Group.
Disclosure and details of the subsidiaries are provided in note 19.
Investments, including the shares in subsidiary companies held as non-current assets, are stated at cost less any provision for impairment in value.
Lo-Q (Trustees) Limited, a subsidiary company that holds an employee benefit trust on behalf of accesso Technology Group plc, is under control of the Board of Directors and hence has been consolidated into the Group results.
accesso Technology Group Employee Benefit Trust is considered to be a special purpose entity in which the substance of the relationship is that of control by the Group in order that the Group may benefit from its control. The assets held by the trust are consolidated into the Group financial information.
All intra-Group transactions, balances, income and expenses are eliminated on consolidation.
Contingent consideration
Contingent consideration is recognised at fair value at the acquisition date and is based on the actual and/or expected performance of the entity in which the contingent consideration relates. Contingent consideration is subject to the sellers fulfilling their performance obligations over the contingent period. Subsequent changes to the fair value of contingent consideration are based on the movement of the Group's share price at the reporting date. These changes which are deemed to be a liability are recognised in accordance with IFRS 9 in the statement of comprehensive income.
Going concern
The financial information have been prepared on a going concern basis which the Directors consider to be appropriate for the following reasons.
For the purposes of the going concern assessment, the Directors have prepared monthly cash flow projections for a period of 12 months post the date of approval of the financial information (base scenario). The cash flow projections show that the Group has significant headroom against its committed facilities and can meet its financial covenant obligations.
The Directors have reviewed sensitised net cash flow forecasts for the same going concern period, which indicate that, taking account of severe but plausible downsides, the Group will have sufficient funds to meet the liabilities of the Group as they fall due for that period. The Group's severe but plausible downside scenario models revenue over the next 12 months, reflecting the full financial impact of a sustained material event. This reduces forecast revenues by at least 10% in comparison to the base scenario referenced above, and results in revenue of $137.4m for 2026 and marginally decreases thereafter. Under this same scenario, underlying administrative spend decreases to $92.2m in 2026, from $99.5m in 2025, as a result of cost-cutting measures that have already been implemented in January 2026. There are marginal decreases thereafter for the same corresponding periods to reflect cost-cutting measures that would be implemented.
At 28 February 2026, the Group had cash of $37.4m and drawings on the loan facility of $11.3m, with a further $28.7m of the total $40.0m remaining available. In the severe but plausible downside scenario, the Group's net debt balance reaches a low point in April 2026 immediately following the $20.0m (£14.5m) outflow from the tender offer and $5.9m ($10.1m NZD) upfront consideration from the acquisition of Dexibit, both in March 2026. Financial covenants on the facility were passed during 2025 and are forecast to be passed through the going concern assessment period both under a base case and a severe but plausible downside scenario.
Consequently, the Directors are confident that the Group and Company will have sufficient funds to continue to meet its liabilities as they fall due for the assessment period being 12 months from the date of signing and therefore have prepared the financial information on a going concern basis.
Foreign currency
|
Foreign currency transactions Transactions in foreign currencies are translated into the respective functional currencies of Group companies at the rates ruling when the transactions occur.
Monetary assets and liabilities denominated in foreign currency are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction.
Foreign operations The assets and liabilities of foreign operations, including goodwill, are translated into USD at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into USD at the rates ruling when the transactions occur, or appropriate averages.
Foreign currency differences on translating the opening net assets at an opening rate and the results of operations at actual rates are recognised in other comprehensive income and accumulated in the translation reserve. Retranslation differences recognised in other comprehensive income will be reclassified to profit or loss in the event of a disposal of the business, or the Group no longer has control or significant influence.
Revenue from contracts with customers
IFRS 15 provides a single, principles-based five-step model to be applied to all sales contracts as outlined below. It is based on the transfer of control of goods and services to customers and replaces the separate models for goods and services.
1. Identify the contract(s) with a customer. 2. Identify the performance obligations in the contract. 3. Determine the transaction price. 4. Allocate the transaction price to the performance obligations in the contract. 5. Recognise revenue when or as the entity satisfies its performance obligations.
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.
|
Contract assets and contract liabilities
Contract assets represent licence fees which have been recognised at a point in time but where the consideration is contractually payable over time; professional service revenue whereby control has been passed to the customer; and deferred contract commissions incurred in obtaining a contract, which are recognised in line with the recognition of the revenue. Contract assets for point in time licence fees and unbilled professional service revenue are considered for impairment on an expected credit loss model.
Contract liabilities represent discounted renewal options on licence arrangements whereby a customer has the right to renew their licence at a full discount subject to the payment of annual support and maintenance fees on each anniversary of the contract. Contract liabilities are recognised as income when a customer exercises their renewal right on each anniversary of the contract and pays their annual maintenance and support. In the situation of a customer terminating their contract, all unexercised deferred renewal rights would be recognised as income, representing a lapse of the renewal right options. The licence fees related to these contract liabilities are non-refundable.
Where these assets or liabilities mature in periods beyond 12 months of the balance sheet date, they are recognised within non-current assets or non-current liabilities as appropriate.
Interest expense recognition
|
Expense is recognised as interest accrues, using the effective interest method, to the net carrying amount of the financial liability. |
Employee benefits
Share-based payment arrangements
|
The Group issues equity-settled share-based payments to full-time employees. Equity-settled share-based payments are measured at the fair value at the date of grant, with the expense recognised over the vesting period, with a corresponding increase in equity. The amount recognised as an expense is adjusted to reflect the Group's estimate of shares that will eventually vest, such that the amount recognised is based on the number of awards that meet the service and non-market performance conditions at the vesting date.
The fair value of our share awards with time-based and employment conditions are measured by use of a Black-Scholes model, and share options issued under the Long-Term Incentive Plan (LTIP) are measured using the Monte Carlo method, due to the market-based conditions upon which vesting is dependent. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
The LTIP awards contain market-based vesting conditions where they have been set. Market vesting conditions are factored into the fair value of the options granted. As long as all other vesting conditions are satisfied, a charge is made irrespective of whether the market vesting conditions are satisfied. The cumulative expense is not adjusted for failure to achieve a market vesting condition or where a non-vesting condition is not satisfied.
The Company's share-based payment charges for awards made to employees of the subsidiary companies are recognised in the Company's investments as capital contribution.
|
|
|
Pension costs
|
Contributions to the Group's defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the period in which they become due. |
Property, plant and equipment
|
Items of property, plant and equipment are stated at cost of acquisition or production cost less accumulated depreciation and impairment losses.
Depreciation is charged to write off the cost of assets, less residual value, over their estimated useful lives, using the straight-line method, on the following bases: |
|
Plant, machinery, and office equipment |
20 - 33.3% |
|
Installed systems |
25 - 33.3%, or life of contract |
|
Furniture and fixtures |
20% |
|
Leasehold Improvements |
Shorter of useful life of the asset or time remaining within the lease contract |
Inventories
|
The Group's inventories consist of parts used in the manufacture and maintenance of its virtual queuing product, along with peripheral items that enable the product to function within a park.
Inventories are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow-moving items. Inventories are calculated on a first-in, first-out basis.
Park installations are valued on the basis of the cost of inventory items and labour plus attributable overheads. Net realisable value is based on estimated selling price less additional costs to completion and disposal. |
Deferred tax
|
Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the Consolidated and Company statements of financial position differs from its tax base, except for differences arising on:
· the initial recognition of goodwill; · the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and · investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities/(assets) are settled/(recovered).
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities, and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
· the same taxable Group company; or · different Group entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets or liabilities are expected to be settled or recovered. |
Current income tax
|
The tax expense or benefit for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities. See note 13 for further discussion on provisions related to tax positions. |
Goodwill and impairment of non-financial assets
Any excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities is recognised in the consolidated statement of financial position as goodwill and is not amortised.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at an operating segment level before aggregation, at least annually and whenever events or changes in circumstances indicate that the carrying value may be impaired.
Where the recoverable amount of the cash-generating unit is less than its carrying amount including goodwill, an impairment loss is recognised in the consolidated income statement.
Any non-financial assets other than goodwill which have suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Assets that are subject to amortisation and depreciation are also reviewed for any possible impairment at each reporting date.
Externally acquired intangible assets
Intangible assets are capitalised at cost and amortised to nil by equal instalments over their estimated useful economic life.
Intangible assets are recognised on business combinations if they are separable from the acquired entity. The amounts ascribed to such intangibles are arrived at by using appropriate valuation techniques. The significant intangibles recognised by the Group and their useful economic lives are as follows:
· Trademarks over 10 years. · Patents over 20 years. · Customer relationships and supplier contracts over 1 to 15 years. · Acquired internally developed technology over 3 to 7 years.
Internally generated intangible assets and research and development
Expenditure on internally developed products is capitalised if it can be demonstrated that it is substantially enhancing an asset and: · it is technically feasible to develop the product for it to be sold; · adequate resources are available to complete the development; · there is an intention to complete and sell the product; · the Group is able to sell the product; · sale of the product will generate future economic benefits; and · expenditure on the project can be measured reliably.
In accordance with IAS 38 Intangible Assets, expenditure incurred on research and development is distinguished as either related to a research phase or to a development phase. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects is recognised in the consolidated income statement as incurred.
Development expenditure is capitalised and amortised within administrative expenses on a straight-line basis over its useful economic life between 3 to 5 years from the date the intangible asset goes into use. The amortisation expense is included within administrative expenses in the consolidated income statement.
All advanced research phase expenditure is charged to the income statement. For development expenditure, this is capitalised as an internally generated intangible asset only if it meets the criteria noted above. The Group has contractual commitments for development costs of $nil (2024: $nil).
Acquired intellectual property rights and patents
Intellectual property rights comprise assets acquired, being external costs, relating to know-how, patents and licences. These assets have been capitalised at the fair value of the assets acquired and are amortised within administrative expenses on a straight-line basis over their estimated useful economic life of 5 to 7 years. |
Financial assets
The Group classifies all its financial assets into one of the following categories, depending on the purpose for which the asset was acquired. The Group's accounting policy for each category is as follows:
· Trade and loan receivables: Trade receivables are initially recognised by the Group and carried at original invoice amount less an allowance for any uncollectible or impaired amounts. Under IFRS 9, the Group applies the simplified approach to measure the loss allowance at an amount equal to the lifetime expected credit losses for trade receivables. Trade receivables are also specifically impaired where there are indicators of significant financial difficulties for the counterparty or there is a default or delinquency in payments. Loan receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (trade receivables), but also incorporate other types of contractual monetary asset.
· Cash and cash equivalents in the statement of financial position comprise cash at bank, cash in hand and short-term deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of the Group's cash management are included as a component of cash and cash equivalents for the purposes of the consolidated statement of cash flow.
Financial liabilities
The Group treats its financial liabilities in accordance with the following accounting policies:
· Trade payables, accruals and other short-term monetary liabilities are recognised at fair value and subsequently at amortised cost.
· Bank borrowings and leases are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the statement of financial position. 'Interest expense' in this context includes initial transaction costs and premiums payable on redemption, as well as any interest payable while the liability is outstanding. Where bank borrowings are denominated in foreign currency, they are translated into the functional currency at the exchange rate at the reporting date, with the corresponding net gain or loss recorded within interest expense. For loan modifications, the Group assesses if the loan can be prepaid without significant penalty and if so, no gain or loss is recognised in the income statement at the date of the modification.
Employee Benefit Trust (EBT)
|
As the Company is deemed to have control of its EBT, it is treated as an extension of the parent Company and is included in the consolidated financial information. It is also included in the Company balance sheet as it is treated as an extension of the Company. The EBT's assets (other than investments in the Company's shares), liabilities, income, and expenses are included on a line-by-line basis in the consolidated financial information. The EBT's investment in the Company's shares is deducted from equity in the consolidated and Company statements of financial position as if they were treasury shares. |
IFRS 16 leases
The Group assesses whether a contract is or contains a lease. Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
The Group leases commercial office space. The Group has elected not to recognise right of use assets and lease liabilities for some leases of low value and those being short-term, below 12 months in duration. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
The Group recognises a right of use asset and lease liability at the lease commencement date.
The right of use asset and lease liability are initially measured at the present value of the lease payments that are not paid at the commencement date, discounting using the Group's incremental borrowing rate. Subsequently, the right of use asset is adjusted for impairment losses and adjusted for certain remeasurements of the lease liability.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.
The Group has applied judgement to determine the lease term for some lease contracts that include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impacts the lease term, which significantly affects the amount of lease liabilities and right of use assets recognised.
Exceptional items
Items that are non-operating or non-recurring in nature are presented as exceptional items in the consolidated income statement, within the relevant account heading. The Directors are of the opinion that the separate recording of exceptional items provides helpful information about the Group's underlying business performance. Events which may give rise to the classification of items as exceptional include, but are not restricted to, impairment charges over the Group's internally developed and acquired intangibles and costs relating to business acquisitions along with any subsequent integration and reorganisation cost.
5. Functional and presentation currency
The presentation currency of the Group is US dollars (USD) in round thousands. Items included in the financial information of each of the Group's entities are measured in the functional currency of each entity. The Group used the local currency as the functional currency, including the parent Company, where the functional currency is sterling. The Group's choice of presentation currency reflects its significant dealings in that currency.
6. Critical judgements and key sources of estimation uncertainty
|
In preparing the consolidated financial information, the Group makes judgements, estimates and assumptions concerning the future that impact the application of policies and reported amounts of assets, liabilities, income and expenses.
The resulting accounting estimates calculated using these judgements and assumptions are based on historical experience and expectations of future events and may not equal the actual results. Estimates and underlying assumptions are reviewed on an ongoing basis, and revisions to estimates are recognised prospectively. |
The judgements and key sources of assumptions and estimation uncertainty that have a significant effect on the amounts recognised in the financial information are discussed below.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the amounts recognised in the consolidated financial information are below:
Capitalised development costs
|
The Group capitalises development costs in line with IAS 38 Intangible Assets. Management applies judgement in determining if the costs meet the criteria and are therefore eligible for capitalisation at the outset of a project; $3.05m has been capitalised on new projects during 2025 (2024: $2.63m). Significant judgements include the determination that assets have been substantially enhanced, the technical feasibility of the development, recoverability of the costs incurred, and economic viability of the product and potential market available considering its current and future customers.
Within Intangible Assets at the year end is $2.9m (2024: $3.8m) capitalised in relation to a new product that launched to the market in November 2023. A key assumption in the future economic viability of this product is the successful signing of contracts with customers in the period subsequent to the year end. Given the early stage of the product in its life cycle, there is uncertainty in the number of contracts that will be obtained and a variation from expectations could result in a value in use below the carrying value.
See internally generated intangible assets and research and development within note 4 for details on the Group's capitalisation and amortisation policies, and Intangible Assets, note 17, for the carrying value of capitalised development costs. |
Deferred tax asset on US losses and tax credits
The Group has recognised a deferred tax asset of $5.0m (2024: $3.0m) derived from $3.2m of US tax losses (with an indefinite carry forward period) and US $1.7m credits (with 20-year expiry dates ranging from 2038 to 2045). The recognition of this asset is based on the expected profitability of the US entities using the Group's five-year forecasts, which indicates that such losses and credits would be utilised by the fiscal year ending 31 December 2027 and 2028, respectively. According to the enacted legislation, these losses can only be used to offset 80% of the taxable income, and tax credits can be used to offset a current income tax liability greater than $25k, for up to 75% of the said liability. The key inputs are not sensitive to plausible changes in the assumptions. In addition to the expected profitability of the US entities, these credits were assessed under guidelines established under section 382 of the current US tax legislation, which sets out that these would be restricted if there is deemed to have been an ownership change of greater than 50% over the assessment period. This assessment concluded that any ownership change was below 50% resulting in no restriction on the credits available for use. The need for an assessment under the above-mentioned section of the US legislation will be monitored closely for its future applicability.
Identification of separable intangibles on acquisition
Identification of separable intangibles on acquisition are recognised when they are controlled through contractual or other legal rights, or are separable from the rest of the business, and their fair value can be reliably measured. Customer relationships and acquired technology have been identified by management as separate intangible assets and can be reliably measured by valuation of future cash flows.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in material adjustments in the following year are:
Impairment of non-financial assets (subject to annual update)
The Group assesses whether there are any indicators of impairment for all non-financial assets at each reporting date. Goodwill is tested for impairment annually and at other times when such indicators exist. Other non-financial assets are tested for impairment when there are indicators that the carrying amounts may not be recoverable. When value in use calculations are undertaken, management must estimate the expected future cash flows from the asset or cash-generating unit and choose a suitable discount rate in order to calculate the present value of those cash flows.
For the assessment performed at 31 December 2025, key assumptions over the forecast period for accesso LoQueue include the continued renewal of existing customers beyond 2027. A variation from management's expectations could result in a potential value in use lower than the goodwill carrying value. Further details of the forecasts are given in note 17 and under judgements relating to capitalised development costs.
Useful economic lives of capitalised development costs (subject to annual update)
The Group amortises its capitalised development costs over 3 to 5 years as this has been deemed by management to be the best reflection of the life cycle of their technology. If this useful economic life estimate were to be 4 or 6 years, the impact on the current year amortisation would be $426k higher and $293k lower respectively. Management review this estimate each year to ensure it is reflective of the technologies being developed.
7. Business and geographical segments
Segmental analysis
The Group's operating segments under IFRS have been determined with reference to the financial information presented to the Board of Directors. The Board of the Group is considered the Chief Operating Decision Maker (CODM) as defined within IFRS 8, as it sets the strategic goals for the Group and monitors its operational performance against this strategy.
The Group's Ticketing and Distribution operating segment comprises the following products:
o accesso Passport ticketing suite using our hosted proprietary technology offering to maximise up-selling, cross-selling and selling greater volumes.
o accesso SiriuswareSM software solutions providing modules in ticketing and admissions, memberships, reservations, resource scheduling, retail, food service, gift cards, kiosks and eCommerce.
o accesso ShoWare ticketing solution for box office, online, kiosk, mobile, call centre and social media sales.
o Ingresso operate a consolidated distribution platform which connects venues and distributors, opening up a larger global channel for clients to sell their event, theatre and attraction tickets.
o accesso Paradox cutting-edge software solution specifically tailored to the unique needs of the industry. The flexible, hosted solution empowers ski areas to take full control of their operations across ticketing and passes, snow school, retail, equipment rental, food and beverage, administration, and online sales in one, unified platform.
o accesso Horizon highly functional and best-in-class ticketing and visitor management solution leveraging an innovative portfolio model approach to guest management.
The Group's Guest Experience reportable segment comprises the following aggregated operating segments:
o accesso LoQueue providing leading edge virtual queuing solutions to take customers out of line, improve guest experience and increase revenue for theme parks.
o Mobile Applications experience management platforms which deliver personalised real-time immersive customer experiences at the right time, elevating the guest's experience and loyalty to the brand.
o accesso Freedom: point-of-sale system enabling modules in food and beverage, retail, eCommerce via kiosk or mobile through a multi-tenanted hosted solution.
The Group's virtual queuing solution (accesso LoQueue), experience management platforms (Mobile Applications), and food and beverage retail system (accesso Freedom) are headed by segment managers who discuss the operating activities, financial results, forecasts and plans of their respective segments with the CODM. These three distinct operating segments share similar economic characteristics, expected long-term financial performance, customers and markets; the products are heavily bespoke, technology and software intensive in their delivery and are directly targeted at improving a guest's experience of an attraction or entertainment venue, whilst providing cross-selling opportunities and increased revenues to the venues. Management therefore conclude that they meet the aggregation criteria.
The Group's Professional Services reportable segment comprises of professional services revenues generated independently from the Group's other products. These revenues are for services that stand separate from our transactional and licence revenues and fluctuate depending on customer project life cycles.
The Group's assets and liabilities are reviewed on a Group basis and therefore segmental information is not provided for the statements of financial position of the segments.
The CODM monitors the results of the reportable segments prior to charges for interest, depreciation, tax, amortisation and non-recurring items but after the deduction of capitalised development costs. The Group has a significant amount of central unallocated costs which are not segment specific. These costs have therefore been excluded from segment profitability and presented as a separate line below segment profit.
The following is an analysis of the Group's revenue and results from the continuing operations by reportable segment, which represents revenue generated from external customers.
|
|
|
2025 $000 |
|
2024 $000 |
|
|
|
|
|
|
|
Ticketing and Distribution |
|
117,767 |
|
113,032 |
|
Guest Experience |
|
28,341 |
|
31,463 |
|
Professional Services |
|
8,997 |
|
7,796 |
|
|
|
|
|
|
|
Total revenue |
|
155,105 |
|
152,291 |
|
|
Ticketing and Distribution |
Guest Experience
|
Professional Services |
Central unallocated costs |
Capitalised development costs |
Group
|
|
Year ended 31 December 2025 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|
Revenue |
117,767 |
28,341 |
8,997 |
- |
- |
155,105 |
|
Cost of sales |
(25,857) |
(3,905) |
(3,548) |
- |
- |
(33,310) |
|
Central unallocated administrative expenses |
- |
- |
- |
(95,726) |
(3,050) |
(98,776) |
|
Cash EBITDA (1) |
91,910 |
24,436 |
5,449 |
(95,726) |
(3,050) |
23,019 |
|
|
|
|
|
|
|
|
|
Capitalised development spend |
|
|
|
|
|
3,050 |
|
Depreciation and amortisation (excluding acquired intangibles) |
|
|
|
|
|
(3,950) |
|
Amortisation related to acquired intangibles |
|
|
|
|
|
(3,362) |
|
Share-based payments |
|
|
|
|
|
(4,245) |
|
Acquisition, integration and disposal-related costs |
|
|
|
|
|
(84) |
|
Finance income |
|
|
|
|
|
1,253 |
|
Finance expense |
|
|
|
|
|
(1,360) |
|
|
|
|
|
|
|
|
|
Profit before tax |
|
|
|
|
|
14,321 |
|
|
Ticketing and Distribution |
Guest Experience
|
Professional Services |
Central unallocated costs |
Capitalised development costs |
Group
|
|
Year ended 31 December 2024 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|
Revenue |
113,032 |
31,463 |
7,796 |
- |
- |
152,291 |
|
Cost of sales |
(24,104) |
(5,734) |
(3,445) |
- |
- |
(33,283) |
|
Central unallocated administrative expenses |
- |
- |
- |
(93,544) |
(2,633) |
(96,177) |
|
Cash EBITDA (1) |
88,928 |
25,729 |
4,351 |
(93,544) |
(2,633) |
22,831 |
|
|
|
|
|
|
|
|
|
Capitalised development spend |
|
|
|
|
|
2,633 |
|
Depreciation and amortisation (excluding acquired intangibles) |
|
|
|
|
|
(4,259) |
|
Amortisation related to acquired intangibles |
|
|
|
|
|
(4,212) |
|
Share-based payments* |
|
|
|
|
|
(4,988) |
|
Acquisition, integration and disposal-related costs |
|
|
|
|
|
(127) |
|
Finance income |
|
|
|
|
|
839 |
|
Finance expense |
|
|
|
|
|
(2,319) |
|
|
|
|
|
|
|
|
|
Profit before tax* |
|
|
|
|
|
10,398 |
(1) Cash EBITDA is calculated as operating profit before the deduction of amortisation, impairment of intangible assets, depreciation, acquisition, integration and disposal costs, deferred and contingent payments, and costs related to share-based payments but after capitalised development costs.
*This disclosure has been restated to include a revision to the share-based payment charge in the comparative period. The total for Cash EBITDA is unchanged. Details of the prior year adjustment are included in note 16.
The segments will be assessed as the Group develops and continues to make acquisitions.
An analysis of the Group's external revenues and non-current assets (excluding deferred tax) by geographical location are detailed below:
|
|
|
Revenue* |
|
Non-current assets |
||||
|
|
|
2025 |
|
2024* |
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
|
|
UK |
|
35,295 |
|
35,687 |
|
25,342 |
|
24,115 |
|
Italy |
|
1,422 |
|
1,092 |
|
37,029 |
|
38,274 |
|
Spain |
|
1,850 |
|
1,921 |
|
- |
|
- |
|
Netherlands |
|
1,053 |
|
1,008 |
|
- |
|
- |
|
France |
|
1,822 |
|
1,442 |
|
- |
|
- |
|
Ireland |
|
427 |
|
448 |
|
1,940 |
|
1,685 |
|
Other Europe |
|
116 |
|
27 |
|
1 |
|
1 |
|
USA |
|
90,759 |
|
89,931 |
|
89,196 |
|
84,850 |
|
Canada |
|
5,948 |
|
5,427 |
|
8,435 |
|
8,867 |
|
Mexico |
|
2,370 |
|
3,134 |
|
60 |
|
96 |
|
Other Central and South America |
|
416 |
|
874 |
|
- |
|
- |
|
United Arab Emirates |
|
1,912 |
|
1,897 |
|
1,544 |
|
1,746 |
|
Saudi Arabia |
|
3,907 |
|
286 |
|
- |
|
- |
|
Other Middle East |
|
90 |
|
84 |
|
- |
|
- |
|
Australia |
|
5,000 |
|
5,014 |
|
18 |
|
17 |
|
Other South Pacific |
|
30 |
|
41 |
|
- |
|
- |
|
Japan |
|
862 |
|
1,415 |
|
- |
|
- |
|
Singapore |
|
748 |
|
1,515 |
|
1,861 |
|
2,199 |
|
Other Asia |
|
781 |
|
678 |
|
- |
|
12 |
|
Africa |
|
297 |
|
370 |
|
- |
|
- |
|
|
|
155,105 |
|
152,291 |
|
165,426 |
|
161,862 |
*The Group's revenue by location disclosure has been revised for the comparative period to present revenues by the location of the contractual customer, rather than the end venue. This basis is considered to more closely reflect the Group's geographical structure and underlying contractual commitments. There is no change to the total revenue reported or impact to numbers reported outside of this disclosure.
Revenue generated in each of the geographical locations is generally in the local currency of the customer based in that location.
Major customers
The Group has entered into agreements with theme parks, theme park groups, and attractions to operate its technology in single or multiple theme parks or attractions within the theme park group.
There are two park and attraction operators with which the Group has contractual relationships with combined segmental revenues in excess of 10% of the total Group revenue. The first park operator accounted for $17.6m (2024: $17.2m) of Ticketing and Distribution revenue and for $10.3m (2024: $11.7m) of Guest Experience revenue. The second park and attractions operator accounted for $16.4m (2024: $15.7m) of Ticketing and Distribution revenue and for $6.4m (2024: $7.6m) of Guest Experience revenue.
8. Revenue
Revenue primarily arises from the operation and licensing of virtual queuing solutions, the development and application of eCommerce ticketing, professional services, and licence sales in relation to point of sale and guest management software and related hardware. All revenue of the Group is from contracts with customers.
Disaggregated revenue
The Group has disaggregated revenue into various categories in the following table which is intended to depict the nature, amount, timing and uncertainty of revenue recognition and to enable users to understand the relationship with revenue segment information provided in note 7.
|
|
|
Year ended 31 December 2025 |
Year ended 31 December 2024* |
|||||||
|
|
|
Ticketing and Distribution |
Guest Experience |
Professional Services |
Group |
Ticketing and Distribution* |
Guest Experience* |
Professional Services* |
Group |
|
|
|
|
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|
|
Primary geographic markets |
|
|
|
|
|
|
|
|
|
|
|
UK |
|
31,496 |
3,799 |
- |
35,295 |
31,262 |
4,425 |
- |
35,687 |
|
|
Italy |
|
1,422 |
- |
- |
1,422 |
1,092 |
- |
- |
1,092 |
|
|
Spain |
|
- |
1,850 |
- |
1,850 |
114 |
1,807 |
- |
1,921 |
|
|
Netherlands |
|
91 |
962 |
- |
1,053 |
200 |
808 |
- |
1,008 |
|
|
France |
|
- |
1,822 |
- |
1,822 |
2 |
1,440 |
- |
1,442 |
|
|
Ireland |
|
350 |
77 |
- |
427 |
345 |
70 |
33 |
448 |
|
|
Other Europe |
|
116 |
- |
- |
116 |
27 |
- |
- |
27 |
|
|
USA |
|
65,382 |
17,098 |
8,279 |
90,759 |
61,325 |
20,872 |
7,734 |
89,931 |
|
|
Canada |
|
5,268 |
680 |
- |
5,948 |
5,163 |
264 |
- |
5,427 |
|
|
Mexico |
|
2,097 |
191 |
82 |
2,370 |
2,911 |
194 |
29 |
3,134 |
|
|
Other Central and South America |
|
416 |
- |
- |
416 |
874 |
- |
- |
874 |
|
|
United Arab Emirates |
|
1,575 |
- |
337 |
1,912 |
1,897 |
- |
- |
1,897 |
|
|
Saudi Arabia |
|
3,608 |
- |
299 |
3,907 |
286 |
- |
- |
286 |
|
|
Other Middle East |
|
90 |
- |
- |
90 |
84 |
- |
- |
84 |
|
|
Australia |
|
3,241 |
1,759 |
- |
5,000 |
3,488 |
1,526 |
- |
5,014 |
|
|
Other South Pacific |
|
30 |
- |
- |
30 |
41 |
- |
- |
41 |
|
|
Japan |
|
862 |
- |
- |
862 |
1,415 |
- |
- |
1,415 |
|
|
Singapore |
|
748 |
- |
- |
748 |
1,515 |
- |
- |
1,515 |
|
|
Other Asia |
|
678 |
103 |
- |
781 |
621 |
57 |
- |
678 |
|
|
Africa |
|
297 |
- |
- |
297 |
370 |
- |
- |
370 |
|
|
|
|
117,767 |
28,341 |
8,997 |
155,105 |
113,032 |
31,463 |
7,796 |
152,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Product type |
|
|
|
|
|
|
|
|
|
|
|
Licence fees |
|
4,774 |
- |
- |
4,774 |
4,782 |
- |
- |
4,782 |
|
|
Support and maintenance |
|
11,090 |
586 |
224 |
11,900 |
9,756 |
431 |
- |
10,187 |
|
|
Platform fees |
|
- |
2,133 |
- |
2,133 |
- |
3,164 |
- |
3,164 |
|
|
Virtual queuing |
|
- |
24,209 |
- |
24,209 |
- |
25,705 |
- |
25,705 |
|
|
Ticketing, eCommerce and Distribution |
|
89,611 |
479 |
- |
90,090 |
88,843 |
139 |
- |
88,982 |
|
|
Professional services |
|
7,684 |
286 |
8,773 |
16,743 |
5,187 |
140 |
7,796 |
13,123 |
|
|
Hardware |
|
572 |
597 |
- |
1,169 |
321 |
1,858 |
- |
2,179 |
|
|
Other |
|
4,036 |
51 |
- |
4,087 |
4,143 |
26 |
- |
4,169 |
|
|
|
|
117,767 |
28,341 |
8,997 |
155,105 |
113,032 |
31,463 |
7,796 |
152,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of transfer of goods and services |
|
|
|
|
|
|
|
|
|
|
|
Point in time licence fees |
|
3,444 |
- |
- |
3,444 |
3,936 |
- |
- |
3,936 |
|
|
Point in time virtual queuing/ticketing/hardware/other |
|
101,903 |
27,755 |
- |
129,658 |
93,307 |
30,753 |
- |
124,060 |
|
|
|
|
105,347 |
27,755 |
- |
133,102 |
97,243 |
30,753 |
- |
127,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over time licence fees |
|
1,330 |
- |
- |
1,330 |
846 |
- |
- |
846 |
|
|
Over time maintenance, support, platform fees and professional services |
|
11,090 |
586 |
8,997 |
20,673 |
14,943 |
710 |
7,796 |
23,449 |
|
|
|
|
12,420 |
586 |
8,997 |
22,003 |
15,789 |
710 |
7,796 |
24,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
117,767 |
28,341 |
8,997 |
155,105 |
113,032 |
31,463 |
7,796 |
152,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue included within point in time licence fees above related to the exercise or lapse of renewal rights |
|
1,113 |
- |
- |
1,113 |
1,020 |
- |
- |
1,020 |
|
*The Group's revenue by location disclosure has been restated for the comparative period to present revenues by the location of the contractual customer, rather than the end venue. This basis is considered to more closely reflect the Group's geographical structure and underlying contractual commitments. There is no change to the total revenue reported or impact to numbers reported outside of this disclosure.
Contract balances
The following tables provide information about contract assets arising from contracts with customers.
|
|
Group |
Company |
|||||||||||
|
|
Non-current |
Current |
Total |
Non-current |
Current |
Total |
|||||||
|
|
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|||||||
|
At 31 December 2024 |
763 |
2,805 |
3,568 |
16 |
21 |
37 |
|||||||
|
|
|
|
|
|
|
|
|||||||
|
At 31 December 2025 |
855 |
3,981 |
4,836 |
21 |
112 |
133 |
|||||||
|
|
|
|
|
|
|
|
|||||||
|
Breakdown of contract assets at 31 December 2025 |
Group $000 |
Company $000 |
|
||||||||||
|
Accrued income |
4,212 |
93 |
|
||||||||||
|
Contract commissions |
624 |
40 |
|
||||||||||
|
|
4,836 |
133 |
|
||||||||||
|
Breakdown of contract assets at 31 December 2024 |
Group $000 |
Company $000 |
|
Accrued income |
3,223 |
- |
|
Contract commissions |
345 |
37 |
|
|
3,568 |
37 |
The contract assets primarily relate to the Group's rights to consideration for licence fees or professional services recognised but not billed. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer in line with the contractually agreed terms and does not relate purely to the passage of time. The Group also capitalises commissions paid in connection with obtaining a contract and recognises the expense over the term of the agreement, testing for impairment annually.
The following tables provide information about contract liabilities arising from contracts with customers.
|
|
Group |
|
Company |
|
|||||
|
|
Non-current |
Current |
Total |
Non-current |
Current |
Total |
|||
|
|
$000 |
$000 |
$000 |
$000 |
$000 |
$000 |
|||
|
At 31 December 2024 |
492 |
7,265 |
7,757 |
- |
493 |
493 |
|||
|
|
|
|
|
|
|
|
|||
|
At 31 December 2025 |
325 |
6,868 |
7,193 |
- |
38 |
38 |
|||
|
|
|
|
|
|
|
|
|||
Transfers of contract liabilities to revenue during the period were equal to the prior year current liabilities.
The contract liabilities primarily relate to support and maintenance services to be provided for ticketing software licences and guest management software, where the revenue is recognised over the terms of the agreements. A portion of contract liabilities relates to upfront milestone billings where the performance obligation has not yet been satisfied. The remaining balance of contract liabilities consists of material rights customers of the Group's ticketing software receive at the time the contract is signed for the right to use software licences, which allows them to renew at a discount in subsequent years. Refer to item (b) in the Group's revenue recognition policy table in note 4 covering software licences and the related maintenance and support revenue. The revenue is recognised when the customer renews over the term of the contract or 5 years for contracts that do not have a term.
No revenue was recognised in the period ended 31 December 2025 or 2024 from performance obligations satisfied (or partially satisfied) in previous periods.
Remaining performance obligations
No information is provided about remaining performance obligations at 31 December 2025 or 2024 that have an original expected duration of one year or less, as allowed by IFRS 15.
The amount of revenue that will be recognised in future periods on contracts with material rights over future discounted licence fees is analysed as follows:
|
|
31 December 2025 |
31 December 2024 |
|
|
|
|||
|
|
Less than 1 year |
Between 1 and 5 years |
Less than 1 year |
Between 1 and 5 years |
|
|||
|
|
$000 |
$000 |
$000 |
$000 |
|
|||
|
Material rights over discounted licence fee renewal |
362 |
310 |
381 |
485 |
|
|||
9. Finance income and expense
The table below details the finance income and expense for the current and prior periods:
|
|
|
2025 |
|
2024 |
|
|
|
$000 |
|
$000 |
|
Finance income: |
|
|
|
|
|
Bank interest received |
|
588 |
|
833 |
|
Finance lease receivables |
|
- |
|
6 |
|
Revaluation of borrowings held in foreign currency |
|
665 |
|
- |
|
|
|
|
|
|
|
Total finance income |
|
1,253 |
|
839 |
|
|
|
|
|
|
|
Finance costs: |
|
|
|
|
|
Bank interest |
|
(949) |
|
(1,586) |
|
Amortisation of capitalised refinance costs |
|
(311) |
|
(285) |
|
Lease |
|
(93) |
|
(119) |
|
Interest on sales tax accrual |
|
(7) |
|
(54) |
|
Revaluation of borrowings held in foreign currency |
|
- |
|
(275) |
|
|
|
|
|
|
|
Total finance costs |
|
(1,360) |
|
(2,319) |
|
|
|
|
|
|
|
Net finance expense |
|
(107) |
|
(1,480) |
|
|
|
|
|
|
10. Tax
The table below provides an analysis of the tax charge for the periods ended 31 December 2025 and 31 December 2024:
|
|
|
2025 |
|
2024
|
|
|
|
$000 |
|
$000 |
|
UK corporation tax |
|
|
|
|
|
Current tax on income for the period |
|
1,548 |
|
505 |
|
Adjustment in respect of prior periods |
|
(583) |
|
(101) |
|
|
|
965 |
|
404 |
|
Overseas tax |
|
|
|
|
|
Current tax on income for the period |
|
314 |
|
2,279 |
|
Adjustment in respect of prior periods |
|
(315) |
|
271 |
|
|
|
(1) |
|
2,550 |
|
|
|
|
|
|
|
Total current taxation |
|
964 |
|
2,954 |
|
|
|
|
|
|
|
Deferred taxation |
|
|
|
|
|
Original and reversal of temporary difference - for the current period |
|
2,765 |
|
(390) |
|
Impact on deferred tax rate changes |
|
(110) |
|
591 |
|
Original and reversal of temporary difference - for the prior period |
|
(283) |
|
(557) |
|
|
|
2,372 |
|
(356) |
|
Total taxation charge |
|
3,336 |
|
2,598 |
The differences between the actual tax charge for the period and the theoretical amount that would arise using the applicable weighted average tax rate are as follows:
|
|
|
2025 |
|
2024 (Restated)* |
|
|
|
$000 |
|
$000 |
|
|
|
|
|
|
|
Profit on ordinary activities before tax* |
|
14,321 |
|
10,398 |
|
|
|
|
|
|
|
Tax at United States tax rate of 25.62% (2024: 27.36%) |
|
3,669 |
|
2,845 |
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
|
|
|
|
|
|
Expenses not deductible for tax purposes |
|
171 |
|
(218) |
|
Profit subject to foreign taxes at a different marginal rate |
|
(188) |
|
36 |
|
Adjustment in respect of prior period - income statement |
|
(1,182) |
|
(387) |
|
Research and Development credit estimation adjustment |
|
84 |
|
213 |
|
Research and Development credits utilised |
|
(331) |
|
(509) |
|
Share options* |
|
859 |
|
77 |
|
Impact of rate changes |
|
(110) |
|
591 |
|
Deferred tax on foreign losses and R&D credits not recognised
|
|
-
|
|
536 |
|
Other |
|
364 |
|
(586) |
|
|
|
|
|
|
|
Total taxation charge |
|
3,336 |
|
2,598 |
*The prior year tax reconciliation has been updated to amend the profit before tax to be in line with the restated income statement.
|
Deferred taxation |
Asset |
|
Liability |
|
|
$000 |
|
$000 |
|
Group |
|
|
|
|
At 31 December 2023 |
16,703 |
|
(8,821) |
|
|
|
|
|
|
Credited/(charged) to income |
(1,294) |
|
1,649 |
|
(Charged) directly to equity |
(289) |
|
- |
|
Foreign currency translation |
(81) |
|
17 |
|
At 31 December 2024 |
15,039 |
|
(7,155) |
|
|
|
|
|
|
(Charged)/credited to income |
(2,957) |
|
585 |
|
Foreign currency translation |
41 |
|
(37) |
|
|
|
|
|
|
At 31 December 2025 |
12,123 |
|
(6,607) |
|
|
|
|
|
|
Company |
|
|
|
|
At 31 December 2023 |
- |
|
(200) |
|
|
|
|
|
|
Credited/(charged) to income |
38 |
|
132 |
|
(Charged) directly to equity |
(1) |
|
- |
|
Foreign currency translation |
- |
|
4 |
|
Netted against the asset |
(37) |
|
37 |
|
|
|
|
|
|
At 31 December 2024 |
- |
|
(27) |
|
|
|
|
|
|
Credited to income |
27 |
|
218 |
|
Foreign currency translation |
10 |
|
(11) |
|
Netted against the asset |
180 |
|
(180) |
|
|
|
|
|
|
At 31 December 2025 |
217 |
|
- |
The following table summarises the recognised deferred tax asset and liability:
|
|
2025 |
|
2024 |
|
|
|
|
|
|
Group |
$000 |
|
$000 |
|
Recognised asset |
|
|
|
|
Tax relief on unexercised employee share options |
1,678 |
|
1,582 |
|
Short-term timing differences |
1,852 |
|
1,569 |
|
Net operating losses & tax credits |
6,891 |
|
3,029 |
|
Capitalised R&D expenditure |
1,702 |
|
8,859 |
|
Deferred tax asset |
12,123 |
|
15,039 |
|
|
|
|
|
|
Recognised liability |
|
|
|
|
Capital allowances in excess of depreciation |
42 |
|
(17) |
|
Short-term timing differences |
(959) |
|
(536) |
|
Business combinations |
(5,690) |
|
(6,602) |
|
Deferred tax liability |
(6,607) |
|
(7,155) |
|
|
|
|
|
|
Company |
|
|
|
|
Recognised asset |
|
|
|
|
Tax relief on unexercised employee share options |
153 |
|
110 |
|
Short-term timing differences |
10 |
|
18 |
|
Offset against Company deferred tax asset |
54 |
|
(128) |
|
Deferred tax asset |
217 |
|
- |
|
|
|
|
|
|
Recognised liability |
|
|
|
|
Capital allowances in excess of depreciation |
54 |
|
(155) |
|
Offset against Company deferred tax asset |
(54) |
|
128 |
|
Deferred tax liability |
- |
|
(27) |
|
|
|
|
|
|
Group |
|
|
|
|
Unrecognised asset |
|
|
|
|
Net operating losses & tax credits - Canada |
536 |
|
536 |
|
Unrecognised deferred tax asset |
536 |
|
536 |
|
|
|
|
|
The tax rate in the US rate remained at 21% before state taxes, with a weighted average of 4.62% (2024: 6.36%). Deferred tax assets and liabilities were measured at a rate of 21% (2024: 21%) plus state taxes in the US with a weighted average of 4.62% (2024: 6.36%).
The tax rate in the UK remained at 25%. Deferred tax assets and liabilities were measured at a rate of 25% (2024: 25%).
There are no material unrecognised deferred tax assets.
The critical assumptions used in the assessment for the recognition of the deferred tax asset on US losses and available tax credits are discussed in note 6.
Taxation and transfer pricing
The Group is an international technology business and, as such, transfer pricing policies are in place to cover funding arrangements, management costs and the exploitation of IP between Group companies. Transfer prices and the policies applied directly affect the allocation of Group-wide taxable income across a number of tax jurisdictions. While transfer pricing entries between legal entities are on an arm's length basis, there is increasing scrutiny from tax authorities on transfer pricing arrangements. This could result in the creation of uncertain tax positions.
The Group provides for anticipated risks, based on reasonable estimates, for tax risks in the respective countries in which it operates. The amount of such provisions can be based on various factors, such as experience with previous tax audits and differing interpretations of tax regulations by the taxable entity and the responsible authority. Uncertainties exist with respect to the evolution of the Group following international acquisitions holding significant IP assets, interpretation of complex tax regulations, changes in tax laws, and the amount and timing of future taxable income.
Given the wide range of international business relationships and the long-term nature and complexity of existing contractual agreements, differences arising between the actual results and the assumptions made, or future changes to such assumptions, could necessitate future adjustments to tax income and expense already recorded.
Uncertainties in relation to tax liabilities are provided for within income tax payable to the extent that it is considered probable that the Group may be required to settle a tax liability in the future. Settlement of tax provisions could potentially result in future cash tax payments; however, these are not expected to result in an increased tax charge as they have been fully provided for in accordance with management's best estimates of the most likely outcomes.
Ongoing tax assessments and related tax risks
The Group has undertaken a review of potential tax risks and current tax assessments, and whilst it is not possible to predict the outcome of any current or future tax enquiries, adequate provisions are considered to have been included in the Group accounts to cover any expected estimated future settlements.
In common with many international groups operating across multiple jurisdictions, certain tax positions taken by the Group are based on industry practice and external tax advice or are based on assumptions and involve a degree of judgement. It is considered possible that tax enquiries on such tax positions could give rise to material changes in the Group's tax provisions.
The Group is consequently, from time to time, subject to tax enquiries by local tax authorities, and certain tax positions related to intercompany transactions may be subject to challenge by the relevant tax authority.
The Group has recognised provisions where it is not probable that tax positions taken will be accepted, totalling $1.6m (2024: $1.5m) in relation to availability of international R&D claims. There is a further provision of $4.6m (2024: $5.1m) recognised, in connection with tax liabilities inherited in the entities acquired during the year ended 31 December 2023. This provision was calculated in accordance with the Group's transfer pricing policies.
The US tax credits recognised in the year were assessed under the section 382 US tax legislation to validate they can be utilised. This assessment will need to continue to be performed on an annual basis to determine if any restriction is required.
11. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Own shares held by the Employee Benefit Trust are eliminated from the weighted average number of shares.
Diluted earnings per share is calculated by dividing the net profit attributable to ordinary shareholders, after adjustments for instruments that dilute basic earnings per share, by the weighted average of ordinary shares outstanding during the period (adjusted for the effects of dilutive instruments).
Earnings for adjusted earnings per share, a non-GAAP measure, are defined as profit before tax before the deduction of amortisation related to acquisitions, impairment of intangible assets, acquisition, integration and disposal costs, deferred and contingent consideration linked to continued employment, and costs related to share-based payments, less tax at the effective rate on tax impacted items.
The table below reflects the income and share data used in the total basic, diluted, and adjusted earnings per share computations.
|
|
|
2025 $000 |
|
2024 (Restated)* $000 |
|||
|
Profit attributable to ordinary shareholders ($000)* |
|
10,985 |
|
7,800 |
|||
|
|
|
|
|
|
|||
|
Basic EPS |
|
|
|
|
|||
|
Denominator |
|
|
|
|
|||
|
Weighted average number of shares used in basic EPS (000s) |
|
39,287 |
|
40,593 |
|||
|
Basic earnings per share (cents)* |
|
27.96 |
|
19.21 |
|||
|
Diluted EPS |
|
|
|
|
|||
|
Denominator |
|
|
|
|
|||
|
Weighted average number of shares used in basic EPS (000s) |
|
39,287 |
|
40,593 |
|||
|
Effect of dilutive securities |
|
|
|
|
|||
|
Options (000s) |
|
1,406 |
|
1,004 |
|||
|
Contingent share consideration on business combinations (000s) |
|
- |
|
29 |
|||
|
Weighted average number of shares used in diluted EPS (000s) |
|
40,693 |
|
41,626 |
|||
|
Diluted earnings per share (cents)* |
|
27.00 |
|
18.74 |
|||
|
|
|
|
|
|
|||
|
|
|
2025 $000 |
|
2024 (Restated)* $000 |
|||
|
Adjusted EPS |
|
|
|
|
|||
|
|
|
|
|
|
|||
|
Profit attributable to ordinary shareholders ($000)* |
|
10,985 |
|
7,800 |
|||
|
Adjustments for the period related to: |
|
|
|
|
|||
|
Amortisation relating to acquired intangibles from acquisitions |
|
3,362 |
|
4,212 |
|||
|
Acquisition and disposal-related costs |
|
84 |
|
127 |
|||
|
Share-based compensation and social security costs on unapproved options* |
|
4,245 |
|
4,988 |
|||
|
|
|
18,676 |
|
17,127 |
|||
|
Net tax related to the above adjustments (2025: 16.9%, 2024: 19.5%): |
|
(1,288) |
|
(1,542) |
|||
|
|
|
|
|
|
|||
|
Adjusted profit attributable to ordinary shareholders ($000) |
|
17,388 |
|
15,585 |
|||
|
|
|
|
|
|
|||
|
Adjusted basic EPS |
|
|
|
|
|||
|
Denominator |
|
|
|
|
|||
|
Weighted average number of shares used in basic EPS (000s) |
|
39,287 |
|
40,593 |
|||
|
Adjusted basic earnings per share (cents) |
|
44.26 |
|
38.39 |
|||
|
|
|
|
|
|
|||
|
Adjusted diluted EPS |
|
|
|
|
|||
|
Denominator |
|
|
|
|
|||
|
Weighted average number of shares used in diluted EPS (000s) |
|
40,693 |
|
41,626 |
|||
|
Adjusted diluted earnings per share (cents) |
|
42.73 |
|
37.44 |
|||
*The profit attributable to ordinary shareholders, basic and diluted earnings per share have been restated in the comparative period to reflect the change in profits from the prior period adjustment. See note 16 for details.
1,143,891 LTIP awards were excluded in the calculation of diluted EPS as at 31 December 2025 (2024: 1,002,774) as a result of exercise conditions contingent on the satisfaction of certain criteria that had not been met.
12. Intangible assets
The cost and amortisation of the Group's intangible fixed assets are detailed in the following table:
|
|
|
Goodwill |
|
Customer relationships & supplier contracts |
|
Trademarks |
|
Acquired internally developed intellectual property |
|
Patent & IPR costs |
|
Development costs |
|
External development costs |
|
Totals |
|
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
155,701 |
|
22,488 |
|
483 |
|
35,875 |
|
1,174 |
|
61,286 |
|
- |
|
277,007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
(766) |
|
(44) |
|
- |
|
(491) |
|
(17) |
|
(204) |
|
- |
|
(1,522) |
|
|
Additions |
- |
|
- |
|
- |
|
- |
|
- |
|
2,633 |
|
- |
|
2,633 |
|
|
Disposals |
- |
|
- |
|
- |
|
- |
|
- |
|
(423) |
|
- |
|
(423) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
154,935 |
|
22,444 |
|
483 |
|
35,384 |
|
1,157 |
|
63,292 |
|
- |
|
277,695 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
1,901 |
|
26 |
|
- |
|
331 |
|
94 |
|
1,016 |
|
4 |
|
3,372 |
|
|
Additions |
- |
|
- |
|
- |
|
- |
|
4,000 |
|
3,050 |
|
480 |
|
7,530 |
|
|
Disposals |
- |
|
- |
|
- |
|
- |
|
- |
|
(10,539) |
|
- |
|
(10,539) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
156,836 |
|
22,470 |
|
483 |
|
35,715 |
|
5,251 |
|
56,819 |
|
484 |
|
278,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
At 31 December 2023 |
17,403 |
|
12,555 |
|
469 |
|
25,881 |
|
558 |
|
54,953 |
|
- |
|
111,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
- |
|
(11) |
|
1 |
|
(167) |
|
(16) |
|
(142) |
|
- |
|
(335) |
|
|
Charged |
- |
|
1,636 |
|
1 |
|
2,576 |
|
410 |
|
2,372 |
|
- |
|
6,995 |
|
|
Disposal |
|
- |
|
- |
|
- |
|
- |
|
- |
|
(423) |
|
- |
|
(423) |
|
At 31 December 2024 |
17,403 |
|
14,180 |
|
471 |
|
28,290 |
|
952 |
|
56,760 |
|
- |
|
118,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
- |
|
12 |
|
- |
|
176 |
|
87 |
|
706 |
|
- |
|
981 |
|
|
Charged |
- |
|
1,225 |
|
1 |
|
2,137 |
|
989 |
|
1,736 |
|
30 |
|
6,118 |
|
|
Disposal |
- |
|
- |
|
- |
|
- |
|
- |
|
(10,539) |
|
- |
|
(10,539) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
17,403 |
|
15,417 |
|
472 |
|
30,603 |
|
2,028 |
|
48,663 |
|
30 |
|
114,616 |
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
139,433 |
|
7,053 |
|
11 |
|
5,112 |
|
3,223 |
|
8,156 |
|
454 |
|
163,442 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
137,532 |
|
8,264 |
|
12 |
|
7,094 |
|
205 |
|
6,532 |
|
- |
|
159,639 |
During the year, the Group made a $4.0m purchase of 1RISK intellectual property. The remaining intangible asset additions of $3.53m relate to capitalised development costs and external development costs. The Group also disposed of $10.5m of fully amortised assets relating to accesso Siriusware and Mobile Applications that were no longer in use by the period end.
Significant acquisition intangibles
|
Acquisition |
Year |
Acquisition intangibles |
Remaining useful economic life |
Net book value |
|
|
2025 |
2024 |
||||
|
$000 |
$000 |
||||
|
VGS |
2023 |
Customer relationships |
7.5 years |
6,265 |
7,100 |
|
VGS |
2023 |
Acquired technology |
2.5 years |
2,555 |
3,577 |
|
Paradox |
2023 |
Acquired technology |
2.25 years |
2,559 |
3,517 |
The cost and amortisation of the Company's intangible fixed assets are detailed in the following table:
|
|
|
Patent costs |
|
Development costs |
|
External development costs |
|
Totals |
|
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
Cost |
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
95 |
|
12,457 |
|
- |
|
12,552 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(1) |
|
(180) |
|
- |
|
(181) |
|
Additions |
|
- |
|
1,234 |
|
- |
|
1,234 |
|
Disposals |
|
- |
|
(305) |
|
- |
|
(305) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
94 |
|
13,206 |
|
- |
|
13,300 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
7 |
|
993 |
|
4 |
|
1,004 |
|
Additions |
|
- |
|
792 |
|
80 |
|
872 |
|
Disposals |
|
- |
|
(166) |
|
- |
|
(166) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
101 |
|
14,825 |
|
84 |
|
15,010 |
|
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
76 |
|
8,653 |
|
- |
|
8,729 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(1) |
|
(128) |
|
- |
|
(129) |
|
Charged |
|
10 |
|
1,028 |
|
- |
|
1,038 |
|
Disposals |
|
- |
|
(305) |
|
- |
|
(305) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
85 |
|
9,248 |
|
- |
|
9,333 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
6 |
|
703 |
|
- |
|
709 |
|
Charged |
|
9 |
|
1,092 |
|
17 |
|
1,118 |
|
Disposals |
|
- |
|
(166) |
|
- |
|
(166) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
100 |
|
10,877 |
|
17 |
|
10,994 |
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
1 |
|
3,948 |
|
67 |
|
4,016 |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
9 |
|
3,958 |
|
- |
|
3,967 |
Capitalised development costs are not treated as a realised loss for the purpose of determining the Company's distributable profits as the costs meet the conditions requiring them to be treated as an asset in accordance with IAS 38.
Impairment testing of goodwill
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment or where indicators of impairment exist. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the determination of a discount rate in order to calculate the present value of the cash flows. The goodwill balances of the Group are monitored and tested at an operating segment level. Further details on their composition are set out below.
The carrying amount of goodwill is allocated as follows:
|
|
|
2025 |
|
2024 |
|
|
|
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
Ticketing and Distribution (CGU 1, 2, 3, 7 and 8) * |
|
109,090 |
|
107,399 |
|
|
accesso LoQueue (CGU 5) |
|
28,500 |
|
28,500 |
|
|
Professional Services (CGU 9) |
|
1,843 |
|
1,633 |
|
|
|
|
139,433 |
|
137,532 |
|
The key assumptions used in the value in use calculations are as follows:
|
|
|
2025 |
|
2024 |
|
Pre-tax discount rate (%) |
|
|
|
|
|
Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)* |
|
16.2% |
|
15.9% |
|
accesso LoQueue * (CGU 5) |
|
16.4% |
|
16.2% |
|
Professional Services* (CGU 9) |
|
16.0% |
|
16.1% |
|
|
|
|
|
|
|
Average annual EBITDA growth rate during forecast period (average %) |
|
|
|
|
|
Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)* |
|
4.3% |
|
6.4% |
|
accesso LoQueue * (CGU 5) |
|
(13.5%) |
|
1.8% |
|
Professional Services* (CGU 9) |
|
22.1% |
|
19.2% |
|
|
|
|
|
|
|
Terminal growth rate (%) |
|
|
|
|
|
Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)* |
|
2.0% |
|
2.0% |
|
accesso LoQueue * (CGU 5) |
|
2.0% |
|
2.0% |
|
Professional Services* (CGU 9) |
|
2.0% |
|
2.0% |
|
|
|
|
|
|
|
Period on which detailed forecasts based (years) |
|
|
|
|
|
Ticketing and Distribution (CGU 1, 2, 3, 7 & 8)* |
|
5 |
|
5 |
|
accesso LoQueue * (CGU 5) |
|
5 |
|
5 |
|
Professional Services* (CGU 9) |
|
5 |
|
5 |
* Comprises the products accesso Passport and Siriusware (CGU 1); accesso ShoWare (CGU 2); Ingresso (CGU 3); accesso Paradox (CGU 7) and accesso Horizon (CGU 8).
Operating margins have been based on experience, where possible, and future expectations in the light of anticipated economic and market conditions. Growth rates beyond the formally budgeted period are based on economic data pertaining to the industry and region concerned.
The discount rates applied to all CGUs are a pre‑tax measure estimated based on comparable listed company gearing and capital structures, an equity risk premium and risk-free rate applicable to the country, small stock premium relative to the market and size of business and an appropriate cost of debt relative to market conditions.
Sensitivity analysis
A considerable amount of judgement is applied in setting discount rates, forecasts and terminal values. If any of the following changes were made to the following key assumptions, the carrying value and recoverable amount would be equal as at 31 December 2025.
|
|
Ticketing and Distribution* |
accesso LoQueue* |
||
|
|
2025 |
2024 |
2025 |
2024 |
|
|
|
|
|
|
|
Pre-tax discount rate |
Increase by 11.8% to 28.0% |
Increase by 6.0% to 21.9% |
Increase by 3.3% to 19.7% |
Increase by 19.5% to 35.7% |
|
|
|
|
|
|
|
EBITDA growth rate during detailed forecast period (average) |
Reduce by 29.5% |
Reduce by 29.2% |
Reduce by 14.7% |
Reduce by 52.2% |
|
|
|
|
|
|
|
Terminal growth rate |
Reduce by 14.9% to a terminal rate of (-12.9)% |
Reduce by 7.2% to a terminal rate of (-5.2)% |
Reduce by 6.0% to terminal rate of (-4.0)% |
Reduce by 36.8% to terminal rate of (-34.8)% |
|
|
|
|
|
|
|
Excess over carrying value ($000) |
$59,317
|
$58,994
|
$6,109 |
$45,280 |
* Comprises the products accesso Passport and Siriusware (CGU 1); accesso ShoWare (CGU 2); Ingresso (CGU 3); accesso Paradox (CGU 7) and accesso Horizon (CGU 8).
We do not consider there are any plausible changes in assumptions that would give rise to an impairment in Ticketing and Distribution.
The contractual revisions for key customers within accesso LoQueue have been reflected in the assumptions in the model below. A key assumption over the forecast period is the continued renewal of existing customers beyond 2027; a variation from management's expectations could result in a potential value in use lower than the goodwill carrying value.
There is no reasonably possible change in the key assumptions that would reduce the recoverable amount of Professional Services (CGU 9) to equal the carrying value as the recoverable amount is achieved within the forecast five-year period.
Environmental risk in cash flows
It is expected that air travel will be reduced in the longer term in response to climate change agendas and we have considered this risk in our cash flow forecasting for impairment testing. The majority of the venues we serve have typically localised customer bases rather than being reliant on destination travel; consequently we consider the risk as minimal on our forecasts.
A review of all project development costs capitalised was performed at year end with $nil impairment charges recorded.
No intangible asset impairment reversals were recorded within the Group during the current or prior year.
Development costs not yet available for use
Development cost assets not yet available for use reside in the CGUs as follows and are considered annually for impairment in line with the goodwill attached to those CGUs. These capitalised costs relate to development projects which have not been put into use as at the year end:
|
|
|
2025 |
|
2024 |
|
Entity name (and CGU) |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
accesso, LLC (CGUs 1, 2 and 6) |
|
1,745 |
|
496 |
|
accesso Technology Group plc (CGUs 1, 5 and 6) |
|
176 |
|
927 |
|
accesso Ireland Limited (CGU 1) |
|
- |
|
45 |
|
accesso Paradox, Inc (CGUs 1 and 7) |
|
145 |
|
30 |
13. Property, plant and equipment
The cost and depreciation of the Group's tangible fixed assets are detailed in the following table:
|
|
|
Installed systems |
|
Plant, machinery and office equipment |
|
Furniture & fixtures |
|
Leasehold improvements |
|
Total |
|
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
1,738 |
|
2,900 |
|
1,039 |
|
71 |
|
5,748 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(33) |
|
(77) |
|
20 |
|
(2) |
|
(92) |
|
Additions |
|
- |
|
326 |
|
55 |
|
39 |
|
420 |
|
Disposals |
|
(105) |
|
(132) |
|
(9) |
|
(4) |
|
(250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
1,600 |
|
3,017 |
|
1,105 |
|
104 |
|
5,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
9 |
|
130 |
|
60 |
|
3 |
|
202 |
|
Additions |
|
- |
|
456 |
|
118 |
|
11 |
|
585 |
|
Disposals |
|
(430) |
|
(254) |
|
(5) |
|
- |
|
(689) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
1,179 |
|
3,349 |
|
1,278 |
|
118 |
|
5,924 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
1,575 |
|
2,088 |
|
705 |
|
34 |
|
4,402 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(7) |
|
(69) |
|
14 |
|
(1) |
|
(63) |
|
Charged |
|
98 |
|
583 |
|
153 |
|
29 |
|
863 |
|
Disposals |
|
(125) |
|
(128) |
|
(4) |
|
(1) |
|
(258) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
1,541 |
|
2,474 |
|
868 |
|
61 |
|
4,944 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
8 |
|
113 |
|
58 |
|
1 |
|
180 |
|
Charged |
|
33 |
|
381 |
|
135 |
|
28 |
|
577 |
|
Disposals |
|
(430) |
|
(250) |
|
(3) |
|
- |
|
(683) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
1,152 |
|
2,718 |
|
1,058 |
|
90 |
|
5,018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
27 |
|
631 |
|
220 |
|
28 |
|
906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
59 |
|
543 |
|
237 |
|
43 |
|
882 |
Refer to note 14 for details of security over the Group's property, plant and equipment by banking providers.
The cost and depreciation of the Company's tangible fixed assets are detailed in the following table:
|
|
|
Installed systems |
|
Plant, machinery and office equipment |
|
Furniture & fixtures |
|
Totals |
|
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
Cost |
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
178 |
|
1,050 |
|
652 |
|
1,880 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(28) |
|
(15) |
|
30 |
|
(13) |
|
Additions |
|
- |
|
83 |
|
- |
|
83 |
|
Disposals |
|
(57) |
|
(1) |
|
- |
|
(58) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
93 |
|
1,117 |
|
682 |
|
1,892 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
7 |
|
86 |
|
50 |
|
143 |
|
Additions |
|
- |
|
140 |
|
- |
|
140 |
|
Disposals |
|
- |
|
(4) |
|
- |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
100 |
|
1,339 |
|
732 |
|
2,171 |
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
At 31 December 2023 |
|
162 |
|
897 |
|
588 |
|
1,647 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
(2) |
|
(15) |
|
21 |
|
4 |
|
Charged |
|
9 |
|
108 |
|
35 |
|
152 |
|
Disposals |
|
(78) |
|
- |
|
- |
|
(78) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
91 |
|
990 |
|
644 |
|
1,725 |
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation |
|
7 |
|
74 |
|
48 |
|
129 |
|
Charged |
|
2 |
|
96 |
|
37 |
|
135 |
|
Disposals |
|
- |
|
(4) |
|
- |
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
100 |
|
1,156 |
|
729 |
|
1,985 |
|
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
At 31 December 2025 |
|
- |
|
183 |
|
3 |
|
186 |
|
|
|
|
|
|
|
|
|
|
|
At 31 December 2024 |
|
2 |
|
127 |
|
38 |
|
167 |
Refer to note 14 for details of security over the Group's property, plant and equipment by banking providers.
14. Borrowings
|
|
Group |
|
Company |
||||
|
|
2025 |
|
2024 |
|
2025 |
|
2024 |
|
|
$000 |
|
$000 |
|
$000 |
|
$000 |
|
|
|
|
|
|
|
|
|
|
Bank loans |
11,322 |
|
14,750 |
|
11,322 |
|
14,750 |
|
Arrangement fees, less amortised cost |
(446) |
|
(697) |
|
(446) |
|
(697) |
|
|
10,876 |
|
14,053 |
|
10,876 |
|
14,053 |
On 26 May 2023, the Group secured a $40.0m revolving credit facility with a four-year term, to May 2027, accompanied by a $20.0m accordion option with HSBC UK Bank PLC. The facility is secured through fixed and floating charges over assets belonging to the following Group entities: accesso Technology Group plc, Lo-Q Inc, accesso, LLC, Siriusware, Inc, VisionOne, Inc, Blazer and Flip-flops, Inc, Lo-Q Service Canada Limited, Lo-Q Limited and Ingresso Group Limited. As at 31 December 2025, the Group had drawn $11.3m ($10.9m net of finance costs).
15. Called up share capital
|
|
2025 |
|
2024 |
||||
|
Ordinary shares of 1p each |
Number |
|
$000 |
|
Number |
|
$000 |
|
|
|
|
|
|
|
|
|
|
Opening balance |
41,008,901 |
|
592 |
|
41,843,760 |
|
603 |
|
Issued in relation to exercised share options |
- |
|
- |
|
271,882 |
|
3 |
|
Repurchase of shares for cancellation |
(2,863,647) |
|
(38) |
|
(1,165,559) |
|
(15) |
|
Contingent consideration settled in shares |
29,409 |
|
- |
|
58,818 |
|
1 |
|
|
|
|
|
|
|
|
|
|
Closing balance |
38,174,663 |
|
554 |
|
41,008,901 |
|
592 |
|
During 2025, nil shares (2024: 271,882 shares), with a nominal value $nil (2024: $3,422), were allotted following the exercise of share options.
The number of shares held by the accesso Technology Group plc Employee Benefit Trust as at 31 December 2025 was 1,294,264 shares (2024: 682,248). 715,640 shares (2024: nil) were purchased by the Employee Benefit Trust during the year.
In addition to the two share repurchase schemes commencing in 2023 and 2024, the Board approved two further share repurchase programmes during 2025, for a combined value of £12.0m GBP. The first 2025 programme commenced in April 2025 and concluded in October 2025, with a total repurchase and cancellation of 1,746,901 shares for a total consideration of $10.8m (GBP £8.0m). The second 2025 programme commenced in October 2025 and concluded in January 2026, with a total repurchase and cancellation of 1,175,202 shares for a total consideration of $5.3m (GBP £4.0m). In total during 2025, the Company had repurchased and cancelled 2,863,647 shares for a total of $15.9m (GBP £11.9m). In 2024, 1,165,559 shares were repurchased and cancelled for a total of $8.1m (GBP £6.2m).
In 2025, 29,409 shares (2024: 58,818) were issued in relation to the settlement of contingent consideration.
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
Following the adoption of new Articles of Association on 12 April 2011, the Company no longer has an authorised share capital limit.
All issued share capital is fully paid as at 31 December 2025. |
|
|
|
|
16. Share-based payment schemes and transactions
Share option schemes
At 31 December 2025 the following share-based incentives were outstanding in respect of the ordinary shares:
|
Scheme |
|
Number of shares |
|
Period of option |
|
Price per share |
|
UK CSOP Scheme |
|
14,184 |
|
22 March 2018 to 21 March 2028 |
|
775 p |
|
|
|
23,800 |
|
13 May 2019 to 12 May 2029 |
|
775 p |
|
UK unapproved Scheme |
|
6,250 |
|
29 April 2016 to 28 April 2026 |
|
1105 p |
|
|
|
21,716 |
|
22 March 2018 to 21 March 2028 |
|
775 p |
|
US Scheme |
|
93,400 |
|
29 April 2016 to 28 April 2026 |
|
1105 p |
|
|
|
83,600 |
|
21 March 2018 to 20 March 2028 |
|
775 p |
|
|
|
7,500 |
|
22 March 2018 to 12 July 2028 |
|
775 p |
|
|
|
82,300 |
|
13 May 2019 to 12 May 2029 |
|
775 p |
|
Other schemes |
|
1,650 |
|
29 April 2016 to 28 April 2026 |
|
1105 p |
|
|
|
6,600 |
|
22 March 2018 to 21 March 2028 |
|
775 p |
|
|
|
8,400 |
|
13 May 2019 to 12 May 2029 |
|
775 p |
|
Long-Term Incentive Plan |
|
642,161 |
|
20 June 2023 to 19 June 2026 |
|
- (1) |
|
|
|
402,968 |
|
2 February 2024 to 1 February 2026 |
|
- |
|
|
|
265,401 |
|
8 May 2024 to 7 May 2027 |
|
- (1) |
|
|
|
42,939 |
|
26 September 2024 to 25 September 2027 |
|
- (1) |
|
|
|
56,701 |
|
27 January 2025 to 26 January 2028 |
|
- (1) |
|
|
|
402,973 |
|
7 August 2025 to 6 August 2028 |
|
- (1) |
|
|
|
51,898 |
|
8 September 2025 to 7 September 2028 |
|
- (1) |
|
|
|
117,371 |
|
1 October 2025 to 30 September 2028 |
|
- (1) |
|
Share plan 2021 |
|
9,550 |
|
31 July 2021 to 30 July 2031 |
|
- |
|
|
|
900 |
|
27 May 2022 to 26 May 2032 |
|
- |
|
|
|
1,295 |
|
15 July 2022 to 14 July 2032 |
|
- |
|
|
|
86,680 |
|
20 June 2023 to 19 June 2026 |
|
- |
|
|
|
91,660 |
|
20 June 2023 to 19 June 2033 |
|
- |
|
|
|
51,054 |
|
4 August 2023 to 19 June 2027 |
|
- |
|
|
|
32,191 |
|
4 August 2023 to 3 August 2026 |
|
- |
|
|
|
3,000 |
|
2 November 2023 to 19 June 2026 |
|
- |
|
|
|
200 |
|
8 May 2024 to 7 May 2028 |
|
- |
|
|
|
1,635 |
|
8 May 2024 to 7 May 2034 |
|
- |
|
|
|
2,980 |
|
8 May 2024 to 7 May 2027 |
|
- |
|
|
|
7,200 |
|
7 August 2025 to 6 August 2029 |
|
- |
|
|
|
89,587 |
|
7 August 2025 to 6 August 2035 |
|
- |
|
|
|
169,075 |
|
7 August 2025 to 6 August 2028 |
|
- |
|
Canada Share Plan 2023 |
|
5,935 |
|
20 June 2023 to 19 June 2036 |
|
1 p |
|
|
|
185 |
|
4 August 2023 to 19 June 2036 |
|
1 p |
|
|
|
740 |
|
8 May 2024 to 7 May 2034 |
|
1 p |
|
|
|
13,200 |
|
7 August 2025 to 6 August 2035 |
|
1 p |
|
|
|
|
|
|
|
|
|
|
|
2,898,879 |
|
|
|
|
(1) Vesting is conditional on achievement of certain market-based conditions.
Equity-settled share option schemes
Details of the number of share-based incentives and the weighted average exercise price (WAEP) outstanding during the period are as follows:
|
|
2025 |
|
2024 |
|||||||
|
|
Number |
|
WAEP (pence) |
|
Number |
|
WAEP (pence) |
|||
|
Outstanding at beginning of year |
2,415,133 |
|
142.14 |
|
2,516,804 |
|
153.42 |
|||
|
Granted during the year |
913,105 |
|
0.02 |
|
888,325 |
|
- |
|||
|
Exercised during the year |
(103,624) |
|
- |
|
(726,576) |
|
5.20 |
|||
|
Leavers, lapsed and other |
(325,735) |
|
550.10 |
|
(263,420) |
|
530.97 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Outstanding at the end of the year |
2,898,879 |
|
105.00 |
|
2,415,133 |
|
142.14 |
|||
|
|
|
|
|
|
|
|
|
|||
|
Exercisable at the end of the year |
361,145 |
|
842.36 |
|
425,600 |
|
806.55 |
|||
|
|
|
|
|
|
|
|||||
The exercise price of options outstanding at 31 December 2025 range between 0p and 1105p (2024: 0p and 1105p) and their weighted average contractual life was 2.74 years (2024: 2.60 years).
The weighted average share price at the date of exercise for share options exercised during the period was 460.18p (2024: 574.89p). Both share awards and long-term incentives were issued in the current year. The inputs to the model for all-employee share options issued in the current period were as follows:
|
|
|
2025 |
|
Weighted average exercise price of options issued during the period (pence) |
|
0.05 |
|
Expected volatility (%) |
|
40.1% |
|
Expected life beyond vesting date (years) |
|
3.00 |
|
Risk-free rate (%) |
|
3.9% |
|
Dividend yield (%) |
|
- |
The Group did not enter into any share-based payment transactions with parties other than employees during the current or previous period.
Expected volatility was determined by calculating the historic volatility of the Group's share price over a period commensurate with the remainder of the performance period immediately prior to the date of grant. Expected life is based on the Group's assessment of the average life of the option following the vesting period.
Long-Term Incentive Plans subject to performance-based market conditions
|
During the current and prior period, the Group granted conditional share awards ("awards") over ordinary shares under the Long-Term Incentive Plan with their vesting periods set out in the table below. Awards are required to be held for a further six months after the vest date, as well as being subject to certain performance conditions. |
The fair values of the awards at the dates of grant were calculated using the Monte Carlo statistical modelling approach to reflect the market conditions within the award conditions. The award dates, number of awards granted assuming the performance conditions are fully met, and inputs to the valuation model were as follows:
|
Long-term incentive awards issued 2025 |
27 January 2025 |
7 August 2025 |
8 September 2025 |
1 October 2025 |
|
Awards issued |
56,701 |
402,973 |
51,898 |
117,371 |
|
Expected volatility (%) |
40.9% |
40.1% |
39.6% |
39.1% |
|
Expected life years |
3 |
3 |
3 |
3 |
|
Risk-free rate (%) |
4.6% |
3.9% |
3.9% |
4.0% |
|
Dividend yield (%) |
- |
- |
- |
- |
|
|
|
|
|
Long-term incentive awards issued 2024 |
8 May 2024 |
26 September 2024 |
|
Awards issued |
372,592 |
42,939 |
|
Expected volatility (%) |
40.9% |
40.9% |
|
Expected life years |
3 |
3 |
|
Risk-free rate (%) |
4.6% |
4.6% |
|
Dividend yield (%) |
- |
- |
Prior year adjustment
During 2025, the Group identified an adjustment regarding the share-based payment charge disclosed in 2024 requiring restatement of the prior period.
During 2024, 159,810 share options did not vest as a result of not meeting market-based performance conditions. An amount of $0.66m was reversed through 2024 in relation to these shares incorrectly, as the charge recognised under IFRS 2 should be recognised regardless of whether the options vest. Separately, following a review of the share-based payment calculation, an additional $0.62m charge has been recognised in respect of LTIPs granted during 2024. The total impact is a $1.28m understatement to the share-based payment charge in 2024.
This also has the following impact to the following notes within the accounts:
Group:
· Within the Group's statement of profit and loss, it decreases Group operating profit from $13.2m to $11.9m and decreases profits for the period from $9.1m to $7.8m.
· Within the Group's statement of changes in equity, the share-based payment value within retained earnings has increased by $1.28m to $4.96m offsetting the decrease to profits. The opening and closing retained earnings positions are unchanged.
· Within note 11, the adjustment to profits reduces the basic EPS by $3.17 from $22.38 to $19.21 and the diluted EPS by $3.08 from $21.82 to $18.74.
· The adjustment also appears in disclosures where the share-based payment charge is a reconciling item. This impacts the statement of cash flows, the reconciliation of Cash EBITDA to profit before tax in note 7, and the underlying administrative expenses reconciliation.
There is no impact to totals presented for the alternative performance measures Cash EBITDA, underlying administrative expenses or adjusted EPS. There is also no impact to the Group for periods prior to 2024. There is also no impact to the disclosures regarding share-based payment schemes and transactions as disclosed in note 16.
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