FY25 Results

Summary by AI ^BETAClose X

Idox plc reported a solid financial performance for the year ended 31 October 2025, with revenue increasing by 3% to £89.8 million, driven by a 10% rise in recurring revenues to £59.7 million. Adjusted EBITDA grew by 4% to £27.0 million, maintaining a 30% margin, while statutory profit before tax rose 6% to £8.6 million. The company acquired Plianz for £7.65 million and saw record order intake of £108 million, providing good visibility for FY26. However, free cashflow decreased by 19% to £9.5 million, and net debt increased by 34% to £13.3 million due to the acquisition. The Board is not recommending a dividend for FY25 due to the ongoing recommended all-cash acquisition offer from Frankel UK Bidco Limited at 71.5 pence per share, valuing the company at £339.5 million.

Disclaimer*

IDOX PLC

17 February 2026

Idox plc

('Idox' or the 'Group' or the 'Company')

FY25 Results

"A solid financial performance in FY25"

Idox plc (AIM: IDOX), a leading supplier of specialist information management software and geospatial data solutions to the public and asset intensive sectors, is pleased to report its financial results for the year ended 31 October 2025.

Financial highlights

Reconciliations between adjusted and statutory earnings are contained at the end of this announcement.

	2025	2024	% change
Revenue:
Revenue	£89.8m	£87.6m	3%
Recurring Revenues¹	£59.7m	£54.5m	10%
Profit:
Adjusted² EBITDA	£27.0m	£26.1m	4%
Adjusted² EBITDA margin	30%	30%	-
Statutory operating profit	£10.5m	£10.0m	5%
Statutory operating profit margin	12%	11%	9%
Statutory profit before tax	£8.6m	£8.1m	6%
Adjusted³ diluted EPS	2.72p	2.61p	4%
Statutory diluted EPS	1.34p	1.15p	17%
Cash:
Free cashflow⁵	£9.5m	£11.6m	(19%)
Cash generated from operating activities before taxation	£21.3m	£25.2m	(16%)
Net debt⁴	£13.3m	£9.9m	(34%)

Operational highlights:

· Record full year order intake up 6% on FY24 to £108m (2024: £102m), reflecting our quality customer base and providing good visibility into FY26, including significant contract wins in all three divisions, with North Yorkshire Council, Sheffield City Council, Severn Trent plc, Vodafone plc, the Scottish Government. EIM saw significant order intake in the year which included Terrapower and Berkshire Hathaway Energy amongst others, creating a strong orderbook for FY26 and beyond.

· Good performance in LPPP driven by our geospatial offerings partially offset by the cyclical effects of non-recurring revenue, and in Assets, where EIM and Transport delivered increased revenue. Communities performed as anticipated with revenue slightly lower than the previous year due to the General Election in 2024, which reduced the headline level of revenue growth for the Group as whole.

· Acquisition of Plianz, a UK-based provider of Health and Social Care Solutions, in May 2025 for an initial enterprise value of £7.65m in cash. This was followed up with the asset purchase of Ayup for £0.3m in cash shortly after the year end further enhancing the Group's social care technological capabilities.

· Increase in net debt reflects the acquisition of Plianz during the year.

· Continued investment and growth in our India Global Capability Centre (GCC) based operations providing increased levels of services, support and customer satisfaction.

Offer from Frankel UK Bidco Limited

On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited ('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path') and the Company announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued share capital of the Company at a price of 71.5 pence per share, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in respect of the proposed acquisition was published and made available to Idox Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and the General meeting in connection with the proposed scheme of arrangement were each adjourned to provide further time for discussions with Idox shareholders and to allow Idox shareholders additional time to consider the acquisition.

On 5 January 2026, in order to increase the certainty of the proposed acquisition, Bidco determined, with the consent of Idox and the Takeover Panel, to change the transaction structure, electing to proceed by way of a recommended contractual takeover offer with the acceptance condition being set at a level that would result in Bidco holding Idox shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of the Company. Idox shareholders have been able to accept the offer from the date of the posting of the offer document, which was 15 January 2026. A contractual takeover conducted in accordance with the requirements of the UK Takeover Code typically runs for a period of 60 days from the posting of the offer document. Day 60 is the latest date by which the offer must become unconditional or lapse. Day 60 for UK Takeover Code purposes is 16 March 2026. The offer timetable is however capable of being suspended or extended by each of Idox and Bidco with the consent of the Takeover Panel in certain specified circumstances. Shareholders will be kept updated at relevant intervals throughout the offer period.

In view of the recommended offer from Bidco, the Board is not recommending a dividend for FY25. Should the contractual takeover offer from Bidco not become unconditional and ultimately lapse, the Board anticipates reinstating the dividend in FY26.

David Meaden, Chief Executive of Idox said:

"We are pleased to have delivered a solid performance in 2025, featuring a 3% growth in revenue and increased Adjusted EBITDA. This has been driven by growth in our strong portfolio of distinctive products and data offerings which hold substantive market positions.

We acquired Plianz during 2025, which is trading in line with our expectations, with the team benefiting from exposure to a wider customer base.

During 2025, following an extensive period of due diligence, the Board received an offer for the business from one of our major shareholders, Long Path Partners through their chosen bid vehicle. The Board has unanimously recommended the offer.

We have made an encouraging start to FY26, with trading in line with the Board's expectations."

For further information please contact:

Idox plc	+44 (0) 333 011 1200
Chris Stone, Non-Executive Chairman	investorrelations@idoxgroup.com
David Meaden, Chief Executive Officer
Anoop Kang, Chief Financial Officer

Peel Hunt LLP (NOMAD and Broker)	+44 (0) 20 7418 8900
Neil Patel
Benjamin Cryer
Kate Bannatyne
Alice Lane

MHP	+ 44 (0) 7855 447944
Reg Hoare	idox@mhpgroup.com
Matthew Taylor
Finn Taylor

About Idox plc

For more information see www.idoxplc.com @Idoxgroup

Alternative Performance Measures (APMs)

The Group uses these APMs, which are not defined or specified under International Financial Reporting Standards, as this is in line with the management information requested and presented to the decision makers in our business; and is consistent with how the business is assessed by our debt and equity providers.

¹ Recurring revenue is defined as revenues associated with access to a specific ongoing service, with invoicing that typically recurs on an annual basis and underpinned by either a multi-year, rolling contract or highly repeatable services. These services include Support & Maintenance, SaaS fees, Hosting services, and some Managed service arrangements which involve a fixed fee irrespective of consumption.

² Adjusted EBITDA (earnings before interest, tax, depreciation and amortisation) is defined as earnings before amortisation, depreciation, transaction and strategic project costs, acquisition costs, impairment, financing costs and share option costs.

³ Adjusted EPS excludes amortisation on acquired intangibles, transaction and strategic project costs, financing, impairment, share option and acquisition costs.

⁴ Net debt is defined as the aggregation of cash, bank borrowings and long-term bond. This differs from a similar measure under IFRS, which would also include lease liabilities as debt. The definition used is consistent with that used within the Group's banking arrangements.

⁵ Free cashflow is defined as net cashflow from operating activities after taxation less capital expenditure and lease payments.

Annual financial report announcement

The extracts below are from the Annual Financial Report 2025. Note references refer to notes included in this Annual Financial Report Announcement 2025.

Chair's statement

Introduction

I am pleased to be able to report a positive set of results to all of our shareholders and other stakeholders for the financial year ended 31 October 2025. This is the seventh year in a row that we have grown revenues and Adjusted EBITDA, with good cash generation. This is an excellent track record delivered by the whole Idox team.

The business has maintained its trajectory of improving our core, organic metrics whilst continuing to look for complementary acquisitions. We completed the small acquisition of Plianz during the year, and the asset purchase of Ayup shortly after the year end, both in the Social Care segment, to extend our customer footprint and build our portfolio of complementary products.

Total revenue growth was slower than in previous years at 3%, as we saw our non-recurring revenue decline, particularly due to the cyclical slowdown in Elections revenues, but our recurring revenue, including a contribution from our acquisition of Plianz, grew at 10%. This is a very positive indicator for the future of the Group. To reinforce this outlook, we enjoyed a record order book intake of £108m.

As a result of the change in revenue mix, profit growth was slower than in previous years, but we still grew our Adjusted EBITDA to £27.0m, which is also a record for the business, as well as the underlying operating profit margin.

Towards the end of the financial year the Board received an offer for the business from our second largest shareholder for a cash purchase of all the shares that they do not currently own. This bid received the unanimous support of the Idox PLC Board, and is currently the subject of an offer process that is being considered by all shareholders. Further details on the offer can be found in the Financial and Operating Highlights of this announcement.

Whilst the bid is recommended by the Board, it has required a significant effort from many people in the business to meet the due diligence and information sharing requirements that have enabled the bid to be tabled. I am very grateful to the entire management team for managing this additional workload at the same time as delivering another record year of trading.

Performance towards achieving our internal goal of 35% Adjusted EBITDA margin remained static at 30% as we worked through the integration of our acquisitions and managed a cyclical downturn in our non-recurring revenues. We still have some improvements to come in that area through the benefits of the integration of our previous acquisitions, but we are also making a big effort to ensure that we are seeing appropriate levels of return on our continuing investment in product development. As a business with strongly differentiated Intellectual Property (IP) at its heart, continuous investment in innovation and development is essential, but we recognise the need to ensure excellent Return on Investment (RoI) for those investments. This has become a significant focus for the management team.

After a period of flux that started with the COVID pandemic, Idox has now established successful patterns of working across all of our operations. We have a positive blend of home and office work, and essential and non-essential travel, that allows our colleagues to be efficient but also continue to benefit from the lifelong development and learning opportunities that are an important part of corporate, office life. Employers need to work hard and creatively to enable appropriate new ways of working that meet all these new requirements without allowing a drop in the most important thing, excellent customer service. I have been impressed by the continuing positive attitudes and behaviours of all our colleagues at Idox, which have enabled this ongoing strong performance. We will continue to work to ensure that we maintain the right blend of work experience that meets our colleagues needs whilst also ensuring the continuous development of our skills and capabilities.

Cultural development is an essential part of this value. It is not only important for the employees themselves that we create a strong and thriving culture, where all of our colleagues feel valued and appreciated, but it is also an essential component in delivering value to our customers. It is clear to me that customers know when they are supported by an organisation that has a strong and positive culture, and indeed cultural alignment can be a very strong driver of customer satisfaction. At Idox, customer satisfaction remains very strong, and this is driven by the fact that we have a very clear set of shared values, that hold quality, customer value, owning commitments and "doing the right thing" as essential and non-negotiable elements of the Idox experience. It is with these values in mind that we continue to develop talent within the business creating an environment where growth and innovation is a natural output of our work together.

Group strategy

There has been no change to the core strategy that the Group has been following for the past few years. The Group remains focused on providing digital solutions and services to the LPPP public sector customers in the United Kingdom, complemented by our Assets & Communities sectors servicing customers across the world. The key to our success is to ensure we deliver better user results and productivity improvements for customers through focusing on usability, functionality and application of integrated digital and increasingly cloud-based technologies and solutions. It has been especially rewarding to see the significant growth in orders for our EIM solutions, as we have found a rich seam of customers for whom we offer the right blend of all of these features, allowing us to make significant gains in this niche area. The identification of attractive acquisition opportunities that can enhance the Group's scale and capabilities, and the integration of completed acquisitions, is also a key part of management focus and effort.

Board

There have been no changes to the Board in FY25, following the appointments of Mark Milner and Jonathan Legdon to the Board in the prior year. The business has benefited significantly from the contributions of both Mark and Jonathan to the debate around strategy and direction.

I consider the effectiveness of the Board, which includes the contributions of the individual Board members, throughout the annual governance cycle. The current Board members are operating collectively and effectively to govern the business in an efficient and productive manner.

The additions that we made to the Board, in the previous year, were made to make sure that the Board evolves in line with the evolving needs of the business. I am satisfied that there is sufficient diversity in the Board structure to bring a balance of skills, experience, independence, and knowledge to the Group.

We have also continued to ensure that the other Non-Executive Directors (NEDs) and I engage directly with shareholders on a regular basis, taking on board their feedback and ensuring that their views are reflected in the direction of the business. We have also engaged independent external advisors to review our Board practices and our remuneration policies.

Corporate governance

We are cognisant of the important responsibilities we have in respect of corporate governance and shaping our culture to be consistent with our objectives, strategy, and business model which we set out in our Strategic Report and our description of Principal Risks and Uncertainties. The Group is committed to conducting its business fairly, impartially, in an ethical and proper manner, and in full compliance with all laws and regulations. In conducting our business, integrity is the foundation of all Company relationships, including those with customers, suppliers, communities, and employees.

Dividends

Summary and outlook

The financial results of the last year reflect the increasing quality of the Idox business. We operate in attractive markets, with strong market positions and insights, and we have every confidence that we can continue the excellent progress we have seen in FY25. The changes that we have made in the last few years, to the team, our structure, systems, and processes have delivered a major improvement in our financial performance. As a result, we have enjoyed improved stability in performance and confidence for the future, based on strongly improving orderbooks and levels of recurring revenue. We have some continuing work to do to improve our margins towards the targets that we have set for ourselves, and that will be a specific focus for the next year. On top of this, we can now point to exciting growth opportunities in the geospatial data markets.

I am delighted to have had the opportunity to work with all my Idox colleagues during a period of such tremendous improvement. It is this progress that has led to the offer from Long Path, and I was pleased to be able to recommend this offer to all shareholders. The business is in very good shape to meet the challenges of the future.

This bright future is entirely reliant on our workforce. Idox stakeholders are fortunate that such a talented group of people have chosen Idox as a place they want to work. Their expertise and diligence have continued to deliver the support and value that our customers expect, and I am pleased to extend my thanks to all of them.

Chris Stone

Chair

Chief Executive's review

Performance overview

During the year the business performed largely in line with expectations with growth in revenue, Adjusted EBITDA, operating profit and good cash generation. We have also seen increases in recurring revenue, order intake and the order book.

In conjunction, following an extensive period of due diligence, the Board received an offer for the business from one of our major shareholders, Long Path Partners through their chosen bid vehicle. The bid values Idox at £339.5m and at the time of writing is being considered by Shareholders, having been unanimously recommended by the Idox plc Board. Further details on the offer can be found in the Financial and Operating Highlights of this announcement.

This period of due diligence was time consuming and placed significant extra demands upon individuals across the business. We are fortunate to have dedicated and committed people across the Group who have been able to meet these requests whilst still driving great outcomes for shareholders. I am personally very grateful for their efforts in what has been a time-consuming process, along with the expertise and assistance we have received from our advisory team at Rothschilds, Pinsent Masons, Peel Hunt and MHP.

This year's results are driven by our strong portfolio of distinctive products and data offerings which hold substantive market positions. It is well understood that most of our product, data and service offerings are based around valuable Intellectual Property (IP) which is integral to our client's business processes and workflows to manage regulatory, statutory and business critical functions. This means that our engagements with customers typically last for several iterations of the initial contract term and we form long standing partnerships with customers to manage both their existing and forward developing challenges.

As I look back on 2025, I'm struck by the resilience and commitment shown by our team. This year brought its share of challenges and changes, but together, we stayed focused on what matters most, delivering for our customers, shareholders, and building on the strong foundations we've established.

Market and operational context

Our adherence to our Four Pillars of Revenue, Margins, Simplification and Communication remain steadfast and we continue to grow both organically and by complementary acquisitions that expand our software and data capabilities. During the year we completed the acquisition of Plianz and the team have quickly integrated with the Communities division and gained new customers for their CasparLaw and CasparGov products.

We have a disciplined approach to capital allocation, ensuring that our R&D expenditure is targeted in the right areas and that we maintain a rigorous approach to ensuring that acquisitions are complementary, adding to our existing product portfolio as well as extending the addressable markets we can reach. There are increasing pressures on the business to direct its investments into new technologies such as AI that will drive future performance for customers and in time our own revenue and bottom line.

Our long-standing relationships and understanding of our markets mean we're not just participants, we're leaders, shaping the future of how businesses and communities are managed and protected, and 2026 looks to be a critical year with the transformative plans in Local Government. This therefore means it's critical for Idox to continue to invest in our people and our solutions, to meet the demands of our customers. Like many we face the challenge of balancing the need to move existing offerings forward and delivering leading edge insights through new technology such as AI. This will be a persistent challenge over the next few years, and we are exploring how we can leverage relationships with our partners to provide all the capabilities and capacity that is likely to be required moving forward.

This year we have fallen slightly short of being a 'rule of 40' business, where our Adjusted EBITDA margin plus revenue growth percentages exceed 40%, due to revenue mix. There are several initiatives underway for the business to rectify this position, and notwithstanding the point concerning investments in technology, we are focussed and committed to delivering improved outcomes in the future.

Our forward looking ESG strategy ensures we're building a responsible, sustainable business. Sector trends like local authority consolidation, planning reforms, digitisation, and cloud adoption are creating new opportunities for scalable, AI-powered solutions. The aims of the Local Government Reorganisation's (LGR), to enhance efficiency and effectiveness for local governance, with a focus on creating unitary authorities in England mean our customers are looking for partners who can help them do more with less, and we're ready to meet that challenge.

This year, I've seen firsthand how our deep expertise in Land, Property & Public Protection continues to set us apart. We're trusted partners to local authorities and public sector organisations, helping them navigate change and deliver essential services.

We're also ambitious for our geospatial business. The appetite for data-driven insights is growing rapidly, and there is a need for Idox to continuously invest in new technologies and partnerships to expand our reach, both here in the UK and in new markets around the world.

Our Assets Division's commitment has helped us serve customers in power, utilities, and infrastructure, and I'm proud of the way they've embraced new challenges and delivered for our customers. There have been several new wins during FY25 which lay the foundation for further success into the future and the team has created a distinctive offering in the markets it serves.

In Communities, Plianz's expertise in financial management and citizen engagement is complementary to our social care offering, and we're building tools that make a real difference for local authorities and legal firms.

Scaling operations

We are leaders in our chosen markets and respected providers of management software that provides data insights to some of the most essential sectors in the world. As the Chair has indicated, we continue to look diligently for businesses that would add scale to our operations and allow us to leverage existing investments in sales and marketing, software development and operations and under our current ownership structure we currently retain substantial resources at our disposal for such activity with a revolving credit facility and accordion of £75m and £45m, respectively. We are appreciative of the insight and support we receive from our banking partners HSBC Innovation Bank, NatWest and Santander and for their efforts in support of our goals during the year.

People and culture

One of the things I'm most proud of is how well we work together, no matter where our colleagues are based globally. Our Pune Global Capability Centre (GCC) has become a hub of innovation and expertise, now representing over 17% of our global team. Colleagues in India, the UK, and beyond collaborate well, sharing knowledge and supporting each other through shared platforms and open communication. This spirit of teamwork and inclusion is at the heart of our success.

We believe that investment in talent development is fundamental as our business grows. Our "My Growth" programme, combines compliance, technical and behavioural skills development and these coupled with clear career pathways offer everyone the chance to develop new skills, take on fresh challenges, and shape their own journeys. Leadership coaching, early careers mentoring, and career progression are just some of the ways we invest in our colleagues' futures. Objectives and key results track progress with specific, measurable outcomes which helps align teams, drive focus, and ensure everyone is working towards the same strategic priorities. Our employee-led groups ensure every voice is heard and every ambition is supported.

Open, honest communication is the glue that holds us together. Through regular updates, interactive forums, and our Be Heard Culture Squads, we make sure everyone has a voice. These squads don't just gather feedback, they turn ideas into action, helping us adapt quickly and keep our culture vibrant and inclusive.

Outlook

In 2025, we delivered another year of operational progress, guided by our Four Pillars and a commitment to recurring revenue and operational efficiency. The acquisition and integration of Plianz has expanded our expertise and future potential reach in health and social care. Our global teams, including the Pune Global Capability Centre, worked together to support customers and drive innovation. Strong client retention and adoption of cloud-based solutions underscored our ability to adapt and deliver value. Looking ahead, we remain focused on sustainable growth, disciplined investment, and supporting our customers as they navigate sector changes, ensuring we continue to set the standard in our global markets. We will continue to explore opportunities to grow our business in our chosen markets, both organically and through acquisition.

Thank you to everyone at Idox and our partners for your dedication and teamwork throughout the year.

David Meaden

Chief Executive Officer

Chief Operating Officer's review

Operational performance and delivery

Reflecting on 2025, I'm delighted to share the progress we've made across the business.

This year, our teams have demonstrated resilience, adaptability, and a relentless drive for innovation. We've continued to build on our values and pillars, ensuring they remain at the heart of everything we do.

AI is rapidly changing the way we work, offering powerful tools to boost productivity, improve accuracy and reduce repetitive tasks. It's already shaping and transforming how we can deliver value both for our colleagues and in our solutions for our customers. In 2025, we have invested significant time and energy into exploring AI, initiating pilot programmes across the Group and engaging with customers to evaluate where and how AI can address real-world challenges. These initiatives are not just about technology but about empowering our people and our clients to achieve more.

Markets

Our strong market positions provide an important platform from which Idox can offer unparalleled insights and influence in decision making and policy setting. Meeting regularly with The Department for Education (DfE) & National Association of Family Information Services (NAFIS) regarding SEND & Social Care matters, BASHH (The British Association for Sexual Health and HIV), the NHS and UK Health and Security Agency, these important partnerships help drive sustainable long-term change and improvements to the industry and directly to citizens across the UK.

We work with Ministry of Housing, Communities and Local Government (MHCLG) across several areas, most notably in the Open Digital Planning Group reviewing planning reform and its impacts both nationally and locally. As the market leading solutions provider in the built environment sector, we are also instrumental in delivering the objectives of the Levelling Up and Regeneration Act for conservation and improved planning processes. Given the MHCLG's remit, our relationships extend to the UK Election Groups, regarding execution and future reforms, in addition to the devolved Election bodies in Welsh Government, Scottish Government and the Electoral Office of Northern Ireland.

We also maintain strong connections and attendance across industry groups connected to our markets including the Geospatial Commission, Natural England, Historic England, Local Authority Building Control, and the Institute of Licensing & the Chartered Trading Standards Institute.

External forces such as UK devolution and Local Government Reorganisation (LGR) are catalysts for growth. As powers shift from central government to local authorities, the need for agile, integrated digital platforms intensifies. LGR and the creation of unitary authorities offer a unique opportunity to modernise legacy systems, consolidate processes, and embed smarter, citizen-centric services. Our proven capabilities in planning, public protection, and geospatial technology position us as a trusted partner in this transformation.

By anticipating these structural dynamics and investing in innovation, we are ready to help UK Authorities deliver better services, enhance transparency, and achieve long-term resilience.

Customers, service and experience

Idox has never been stronger. 2025 was a year defined by success with achievements across sales, service, and delivery that reflect a strategy built for growth. Our performance continues to rise year on year, driven by clear vision, disciplined execution, and a commitment to excellence. This is the result of purposeful design and unwavering focus making Idox today the best it has ever been. We are innovative, resilient, and positioned for continued success.

Order Intake growth continued, surpassing £108m in 2025, another record year for Idox, despite 2025 being a year that naturally saw a lower number of Local Government customers in a re-signs cycle.

Our Land, Property & Public Protection Division, demonstrated great retention of existing customers, with significant numbers of customers renewing and extending their contracts, Sheffield City Council, LB of Bexley, Glasgow City Council, Hart District Council, Aberdeen City Council & Sevenoaks District Council all extended their relationships with Idox for a further 5-years in contracts totalling over £6m.

We also saw new solutions for Carmarthenshire County Council for Public Protection and Built Environment for Wealden District Council. Blackpool Council also selected Idox Cloud to replace their heritage Acolaid system, a £345k deal covering Building Control, Planning, and Land Charges. Kent County Council Trading Standards also chose Idox Cloud, extending our solution to including further functionality.

The Assets Division delivered significant new wins building on the strategic direction and investments of 2024 providing increased revenue visibility over the next 2-3 years. The EIM solution team won multiple contracts on the international stage, winning landmark deals.

TerraPower, selected our EIM solution to provide a sophisticated EDMS to provide end-to-end management throughout the build phase in a 5-year contract valued at $2.6m. This will help TerraPower meet the regulatory requirements of the Federal Nuclear Regulatory Commission (NRC) as they deliver the newly designed Natrium Power Generation and Storage technology, the next generation method of electricity generation.

Berkshire Hathaway Energy also chose an EIM solution in 2025 to deliver a secure collaboration space for EDMS across the business in a new contract worth $2.9m over the next 7-years.

Additionally, the team won a large contract (£952k) with WECA & North Somerset to deliver sustainable solar-powered displays for their bus stops via Papercast technology, connected to our Transport Management Solution.

We saw significant growth in order intake for the Idox Geospatial, supporting the 2025 revenue growth as we realise the benefits of integration of our geospatial solutions. Orders were up over 40% year over year and included some important new customers selecting Idox for their geospatial software and data services needs as well as high levels of customer retention.

We were delighted to be selected by Vodafone as their strategic data partner, taking over the supply of large-scale mapping from Ordnance Survey. This 3-year contract, worth over £3m, provides Idox & Vodafone with an opportunity to further develop our relationship across a broad range of additional geospatial data services. We were also pleased to be chosen by Heathrow Airport to provide them with licensed data to support the continued planning and development of the airport over the coming years.

Our software team secured a number of new customers, most notably in our heritage records management business with Gloucestershire and Aberdeenshire becoming new users of our flagship HBSMR platform. 2025 also saw Natural England make a significant new commitment to deploy our conservation software, CMSi.

As we closed the year, Severn Trent Water renewed their data supply partnership with Idox for a further 3.5 years, in the largest geospatial revenue transaction to date, with a contract value in excess of £4m.

In Communities, we continue to see success with our new Cloud-based Eros Election Management System (EMS), as it is proving to be a popular choice for existing customers, Swansea City Council signed a new 5-year deal in 2025.

Idox also secured the Scottish Government eCount contract working with our partner CGI, this contract will see us deliver Election Management Software and Services in a contract worth circa £3m to Idox over the next 5-years.

Our strong position in specialist sexual health solutions continued in 2025, with strong retention of existing customer including the largest Sexual Health Solution in Europe - Chelsea & Westminster Hospital NHS Trust, extending for a further 5-years in a contract worth over £1.6m. We also saw a strong influx of new customer contracts, valued at close to £1m, including University Hospitals Bristol & Weston Foundation Trust and Herefordshire and Worcestershire Health and Care NHS Trust.

The successes we've seen in this financial year reflect our ongoing commitment to delivering value, building trust, and supporting our customers' ambitions and needs to deliver great services and innovation through our software solution.

People, culture and capability

Early 2025 marked a significant milestone as we quickly surpassed 100 colleagues in the Idox Global Capability Centre in Pune. This achievement highlighted our global reach and the strength of our diverse, talented teams.

We've also welcomed new colleagues and solutions to the Communities division, with the in-year acquisition of Plianz and the asset purchase of Ayup shortly after the year end, further enriching our capabilities, customer base and expertise in critical areas of Social Care.

This year, we celebrated several key leadership appointments. Ian Churchill stepped into the role of Chief Customer Officer, strengthening our commitment to customer success. Trace Durning became our Chief People and Culture Officer, bringing a renewed focus to our people strategy and organisational development.

Our commitment to diversity, equality, and inclusion was recognised with a Regional HR Excellence award in India.

Technology and security

This year we have advanced our internal audit and security programs, including Cyber Essentials Plus and ISO 27001 certifications, ensuring our solutions remain robust and secure.

We have invested in new HR technology and systems, taking significant steps to improve the colleague experience and providing valuable insights into our operational dynamics.

2025 saw us achieve new levels of efficiency and scale. We continued to embed Test Automation Tools across our QA teams. This rollout has streamlined quality assurance processes, replacing multiple legacy tools with a single, AI-enabled platform. AI has reduced manual effort, cutting test case creation time significantly, driving improved consistency, accelerated defect reporting, and better overall efficiency in our QA operations.

We have successfully upgraded our Content Delivery Network environments, enhancing global content delivery performance and security, this move ensures faster load times, improved reliability, and advanced protection against cyber threats, whilst improving our ability to deliver a seamless digital experience for customers and end-users.

Looking ahead

As we look to the future, our focus remains on delivering value for our customers, investing in our people, and driving innovation across the business. I'm excited about the opportunities ahead and confident that, together, we'll continue to achieve great things.

Jonathan Legdon

Chief Operating Officer

Financial review

During FY25 the business performed largely in line with expectations with growth in revenue, Adjusted EBITDA, operating profit and good cash generation. We have also seen increases in recurring revenue, order intake and the order book.

The following table sets out the revenues and Adjusted EBITDA for each of the Group's segments from its continuing activities:

	2025	2024	Variance
	£000	£000	£000	%
Revenue
- LPPP	57,284	55,264	2,020	4%
- Assets	15,597	14,893	704	5%
- Communities	16,948	17,442	(494)	(3%)
- Total	89,829	87,599	2,230	3%

Revenue split
- LPPP	64%	63%
- Assets	17%	17%
- Communities	19%	20%
- Total	100%	100%

Adjusted EBITDA
- LPPP	16,894	16,854	40	-%
- Assets	3,280	3,299	(19)	(1%)
- Communities	6,804	5,898	906	15%
- Total	26,978	26,051	927	4%

Adjusted EBITDA margin
- LPPP	29%	30%
- Assets	21%	22%
- Communities	40%	34%
- Total	30%	30%

Revenues

	2025	2024	Variance
	£000	£000	£000	%
Revenues
- Recurring (LPPP)	38,416	34,898	3,518	10%
- Recurring (Assets)	9,509	9,418	91	1%
- Recurring (Communities)	11,809	10,158	1,651	16%
- Total recurring	59,734	54,474	5,260	10%

- Non-recurring (LPPP)	18,868	20,366	(1,498)	(7%)
- Non-recurring (Assets)	6,088	5,475	613	11%
- Non-recurring (Communities)	5,139	7,284	(2,145)	(29%)
- Total non-recurring	30,095	33,125	(3,030)	(9%)

- Total continuing revenue	89,829	87,599	2,230	3%
- Recurring*	66%	62%
- Non-recurring**	34%	38%

* Recurring revenue is defined as revenues associated with access to a specific ongoing service, with invoicing that typically recurs on an annual basis and underpinned by either a multi-year, rolling contract or highly repeatable services. These services include Support & Maintenance, SaaS fees, Hosting services, and some Managed Service arrangements, which involve a fixed fee irrespective of consumption.

** Non-Recurring revenue is defined as revenues without any formal commitment from the customer to recur on an annual basis.

Revenue from continuing operations for the Group increased 3% in the year to £89.8m (2024: £87.6m). LPPP was up 4% for the year at £57.3m (2024: £55.3m) with strong growth from our geospatial solutions. Assets delivered a 5% improvement in revenue at £15.6m (2024: £14.9m) and Communities decreased 3% to £16.9m (2024: £17.4m) as anticipated due to the increased revenue in the previous year associated with the provision of services around the UK General Election in July 2024.

Recurring revenues for the year increased 10% from £54.5m to £59.7m and represented 66% (2024: 62%) of the total continuing revenue. Within LPPP, recurring revenue increased 10% to £38.4m (2024: £34.9m), with good growth across all solutions. The recurring revenues in Assets increased 1% to £9.5m (2024: £9.4m) with growth in EIM and our asset tracking solutions partially offsetting a small reduction in the other solutions. Recurring revenues in Communities improved 16% to £11.8m (2024: £10.2m), driven by growth in the Databases and Lilie solutions, as well as the in-year benefit of the Plianz acquisition.

Non-recurring revenues for the year decreased 9% in line with expectations to £30.1m (2024: £33.1m). Non-recurring revenue in LPPP decreased by 7% to £18.9m (2024: £20.4m), across all solutions. In Assets, non-recurring revenue was up 11% to £6.1m (2024: £5.5m) with increases in EIM and Transport solutions. As expected, non-recurring revenue in Communities was down 29% to £5.1m (2024: £7.3m) as 2024 benefitted from the provision of services for the UK General Election.

Adjusted EBITDA increased by 4% to £27.0m (2024: £26.1m). This delivering a stable Adjusted EBITDA margin of 30% (2024: 30%) where we delivered improved margins in Communities which were offset by small reductions in LPPP and Assets.

Profit before taxation

The statutory profit before tax was £8.6m (2024: £8.1m). The following table provides a reconciliation between Adjusted EBITDA and statutory profit before taxation for continuing operations.

	2025	2024	Variance
	£000	£000	£000	%

Adjusted EBITDA	26,978	26,051	927	4%

Depreciation	(1,582)	(1,854)	272	(15%)
Amortisation - software licences and R&D	(6,801)	(6,115)	(686)	11%
Amortisation - acquired intangibles	(4,193)	(4,052)	(141)	3%
Transaction and strategic project costs	(1,428)	(302)	(1,126)	373%
Acquisition costs	(418)	(1,156)	738	(64%)
Financing costs	-	(67)	67	100%
Share option costs	(2,040)	(2,491)	451	(18%)
Net finance costs	(1,962)	(1,950)	(12)	1%
Profit before taxation	8,554	8,064	490	6%

Transaction and strategic project costs were £1.4m (2024: £0.3m) and were in relation to process improvements and the proposed transaction.

Acquisition costs of £0.4m (2024: £1.2m) relate to advisory and legal fees incurred with respect to the acquisition of Plianz in May 2025 and the asset purchase of Ayup which completed post year end. The prior year acquisition costs were in relation to due diligence on a potential acquisition opportunity, which ended during the year, and finalisation fees associated with the acquisition of Idox Geospatial and LandHawk, with all payments associated with the acquisitions completed.

Share option costs of £2.0m (2024: £2.5m) relate to the accounting charge for awards made under the Group's Long-term Incentive Plan, in accordance with IFRS 2 - Share-based Payments.

Net finance costs have remained flat at £2.0m (2024: £2.0m). Decreased bank and bond interest payable due to lower interest rates and the bond being repaid in July this year, were offset by foreign exchange movements in the year.

The Group continues to invest in developing innovative technology solutions across the portfolio and has capitalised development costs of £8.8m (2024: £7.9m). The increase in the year is due to investment in specific areas within our geospatial and healthcare solutions, as well as the in year impact of our Plianz acquisition.

Taxation

The effective tax rate (ETR) on a statutory basis for the year was 28.00% (2024: 34.78%).

The difference between the statutory rate of 25% and the ETR of 28.00% was driven largely by expenses not deductible for tax purposes, which includes acquisition and transaction and strategic project costs, and the movement of tax assets not recognised. The ETR on an adjusted basis remained at 25% to 24.5% and was driven by acquisition and redundancy costs not deductible for tax purposes and movements on unrecognised tax assets.

Earnings per share and dividends

Adjusted basic earnings per share for continuing operations was 2.74p (2024: 2.63p) and adjusted diluted earnings per share increased to 2.72p (2024: 2.61p). Basic earnings per share for the year was up 16% at 1.35p (2024: 1.16p) and the diluted earnings per share was up 17% at 1.34p (2024: 1.15p).

In view of the recommended offer from Bidco, the Board is not recommending a dividend for FY25 (2024: 0.7p). Should the contractual takeover offer from Bidco not become unconditional and ultimately lapse, the Board anticipates reinstating the dividend in FY26.

Balance sheet and cash flows

The Group's net assets have increased to £82.9m compared to £78.3m as at 31 October 2024. The constituent movements are detailed in the Group's consolidated Statement of Changes in Equity, which are summarised as follows:

	12 months to 31 October 2025 £000

Total Equity as per FY24 Financial Report	78,280
Share option movements	2,058
Equity dividends paid	(3,221)
Profit for the year	6,159
Exchange gains on translation of foreign operations	(404)
Total Equity as per FY25 Financial Report	82,872

The Group continued to generate good levels of cash during the year. Cash generated from operating activities before taxation was £21.3m (2024: £25.2m). The reduction in the cash generated from prior year was due to the timing of certain customer receipts and supplier payments.

Free cashflow for the year was £9.5m (2024: £11.6m). Free cashflow has decreased in the year due to movements in working capital mix in the year, and increased capital expenditure, partially offset by lower tax payments.

	2025	2024
	£000	£000

Net cashflow from operating activities after taxation	19,875	21,108
Capitalisation and purchase of tangible and intangible assets	(9,502)	(8,686)
Lease payments	(916)	(782)
Free cashflow	9,457	11,640

The Group ended the year with net debt of £13.3m (2024: £9.9m). Net debt comprised cash of £8.3m less bank borrowings of £21.6m and the Maltese listed bond of £Nil, which was repaid in July 2025 out of existing facilities. We ended the year with a net debt to Adjusted EBITDA ratio of 0.5 times (2024: 0.4 times) with significant headroom against the Group's existing financial covenants.

Going concern

The financial statements have been prepared on a going concern basis. In determining the appropriate basis of preparation of the financial statements, the Directors are required to consider whether the Group can continue in operational existence for the foreseeable future and at least for a period of 12 months from the date of approving this report.

At the reporting date of 31 October 2025, and the date of issuance, the Group has existing facilities with National Westminster Bank plc, HSBC Innovation Bank Limited and Santander plc, comprising a £75m revolving credit facility and a £45m accordion, in place until October 2028. The Board expects the Group to remain profitable and has no intention or expectation of liquidating the Group or ceasing trading.

On the assumption of no change of control of the Group, as part of the preparation of our FY25 results, the Directors have performed detailed financial forecasting, as well as severe stress-testing in our financial modelling, but have not identified any credible scenarios that would cast doubt on our ability to continue as a going concern or cause liquidity challenges. The Directors are satisfied that under the current Board approved strategy and forecasts that the Group has significant headroom against financial covenants and supports the going concern assessment for the business under the current ownership structure and financing facilities in place.

On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited ('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path') and the Company announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued share capital of the Company, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in respect of the proposed acquisition was published and made available to Idox Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and the General meeting in connection with the proposed scheme of arrangement were each adjourned to provide further time for discussions with Idox shareholders and to allow Idox shareholders additional time to consider the acquisition.

On 5 January 2026, in order to increase the certainty of the proposed acquisition, Bidco determined, with the consent

of Idox and the Takeover Panel, to change the transaction structure, electing to proceed by way of a recommended contractual takeover offer with the acceptance condition being set at a level that would result in Bidco holding Idox shares carrying in aggregate more than 50 per cent. of the voting rights normally exercisable at general meetings of the Company. Idox shareholders have been able to accept the offer from the date of the posting of the offer document, which was 15 January 2026. A contractual takeover conducted in accordance with the requirements of the UK Takeover Code typically runs for a period of 60 days from the posting of the offer document. Day 60 is the latest date by which the offer must become unconditional or lapse. Day 60 for UK Takeover Code purposes is 16 March 2026. The offer timetable is however capable of being suspended or extended by each of Idox and Bidco with the consent of the Takeover Panel in certain specified circumstances. Shareholders will be kept updated at relevant intervals throughout the offer period.

The Idox Directors have unanimously concluded that the terms of the recommended takeover by Bidco continue to represent an attractive proposition for shareholders and stakeholders taking into account Long Path's publicly stated intentions for the business and confirmation from Long Path's financial advisors that sufficient financial resources are available for the transaction to be completed.

Subject to shareholders accepting Long Path's contractual takeover offer in sufficient numbers to satisfy Bidco's acceptance condition and the receipt of relevant regulatory approvals, the acquisition would be expected to complete within 12 months of approving this report.

Material uncertainty as to going concern

The Directors have no reason to believe that Long Path would do anything that would be detrimental to the Group's business, given their publicly stated intentions for the business. However, the Group will become more leveraged and be subject to different financial covenants to those that exist under the current financing facilities. The Directors of Idox plc have had no visibility of the strategic plans or detailed financial modelling for the Group post transaction, and as such are unable to certify for a 12-month period post approval of this report that the Group post completion can continue for a period of 12 months from the date of this report.

Given the above, there is a material uncertainty which may cast significant doubt as to the Company's ability to continue as a going concern and therefore it may be unable to realise its assets and discharge its liabilities in the normal course of the business.

Notwithstanding this uncertainty, having assessed the Company's and the Group's risks, existing facilities, performance, and the information reviewed by Idox and Long Path's financial advisors, the Directors have concluded that the Company and the Group have adequate resources to continue in operational existence for at least 12 months from the date of approval of these consolidated financial statements and therefore have determined that the going concern basis remains appropriate for preparation of the Company's and Group's financial statements. These consolidated financial statements do not include the adjustments that would result if the Company and the Group were unable to continue as a going concern.

Anoop Kang

Chief Financial Officer

	Note	2025	2024
		£000	£000
Continuing operations
Revenue	3	89,829	87,599
Cost of sales		(24,549)	(24,517)
Gross profit		65,280	63,082
Administrative expenses		(54,764)	(53,068)
Operating profit		10,516	10,014

Analysed as:
Earnings before depreciation, amortisation, transaction and strategic project costs, acquisition costs, impairment, financing costs and share option costs	3	26,978	26,051
Depreciation		(1,582)	(1,854)
Amortisation		(10,994)	(10,167)
Transaction and strategic project costs		(1,428)	(302)
Acquisition costs		(418)	(1,156)
Financing costs		-	(67)
Share option costs		(2,040)	(2,491)

Finance income		82	69
Finance costs		(2,044)	(2,019)

Profit before taxation		8,554	8,064

Income tax charge		(2,395)	(2,805)

Profit for the year attributable to the owners of the parent		6,159	5,259

Other comprehensive loss for the year Items that may be reclassified subsequently to profit or loss: Exchange movements on translation of foreign operations net of tax		(404)	(33)
Other comprehensive loss for the year, net of tax		(404)	(33)
Total comprehensive income for the year		5,755	5,226
Total comprehensive income for the year attributable to owners of the parent		5,755	5,226

Earnings per share attributable to owners of the parent during the year
From continuing operations
Basic	4	1.35p	1.16p
Diluted	4	1.34p	1.15p

The accompanying accounting policies and notes form an integral part of these financial statements.

	Note	2025	2024
		£000	£000
ASSETS
Non-current assets
Property, plant and equipment		1,001	1,064
Intangible assets	5	113,749	106,564
Right-of-use-assets		1,655	1,893
Deferred tax assets		2,633	2,656
Other receivables		1,205	1,154
Total non-current assets		120,243	113,331

Current assets
Trade and other receivables		25,840	21,488
Cash and cash equivalents		8,273	11,660
Total current assets		34,113	33,148

Total assets		154,356	146,479

LIABILITIES
Current liabilities
Trade and other payables		9,778	10,290
Deferred consideration		24	-
Current tax payable		2,471	738
Other liabilities		27,472	24,553
Provisions		485	491
Lease liabilities		600	613
Bonds in issue		-	10,808
Total current liabilities		40,830	47,493

Non-current liabilities
Deferred tax liabilities		6,214	6,738
Lease liabilities		1,099	1,310
Other liabilities		1,779	1,878
Borrowings		21,562	10,780
Total non-current liabilities		30,654	20,706
Total liabilities		71,484	68,199
Net assets		82,872	78,280

EQUITY
Called up share capital		4,617	4,602
Share premium account		23	23
Treasury reserve		(6)	-
Share option reserve		8,282	6,849
Other reserves		9,610	9,397
ESOP trust		(476)	(558)
Foreign currency translation reserve		(243)	161
Retained earnings		61,065	57,806
Total equity attributable to the owners of the parent		82,872	78,280

The financial statements were approved by the Board of Directors and authorised for issue on 16 February 2026 and are signed on its behalf by:

David Meaden Anoop Kang

Chief Executive Officer Chief Financial Officer

The accompanying accounting policies and notes form an integral part of these financial statements.

Company name: Idox plc Company number: 03984070

Consolidated statement of changes in equity

	Called up share capital £000	Capital redemption reserve £000	Share premium account £000	Treasury reserve £000	Share option reserve £000	Other reserves £000	ESOP trust £000	Foreign currency translation reserve £000	Retained earnings £000	Total £000
Balance at 1 November 2023	4,562	1,112	41,558	-	5,841	9,165	(526)	194	11,371	73,277
Issue of share capital	40	-	23	-	-	-	-	-	-	63
Share option costs	-	-	-	-	2,270	-	-	-	-	2,270
Exercise / lapses of share options	-	-	-	-	(1,262)	-	-	-	1,262	-
Deferred tax on share options	-	-	-	-	-	232	-	-	-	232
ESOP trust	-	-	-	-	-	-	(32)	-	-	(32)
Capital reduction	-	(1,112)	(41,558)	-	-	-	-	-	42,670	-
Equity dividends paid	-	-	-	-	-	-	-	-	(2,756)	(2,756)
Transactions with owners	40	(1,112)	(41,535)	-	1,008	232	(32)	-	41,176	(223)
Profit for the year	-	-	-	-	-	-	-	-	5,259	5,259
Other comprehensive loss
Exchange movement on translation of foreign operations	-	-	-	-	-	-	-	(33)	-	(33)
Total comprehensive (loss) / income for the year	-	-	-	-	-	-	-	(33)	5,259	5,226
Balance at 31 October 2024	4,602	-	23	-	6,849	9,397	(558)	161	57,806	78,280
Issue of share capital	15	-	-	(15)	-	-	-	-	-	-
Share option costs	-	-	-	-	1,763	-	-	-	-	1,763
Exercise / lapses of share options	-	-	-	9	(330)	-	-	-	321	-
Deferred tax on share options	-	-	-	-	-	213	-	-	-	213
ESOP trust	-	-	-	-	-	-	82	-	-	82
Equity dividends paid	-	-	-	-	-	-	-	-	(3,221)	(3,221)
Transactions with owners	15	-	-	(6)	1,433	213	82	-	(2,900)	(1,163)
Profit for the year	-	-	-	-	-	-	-	-	6,159	6,159
Other comprehensive loss
Exchange movement on translation of foreign operations	-	-	-	-	-	-	-	(404)	-	(404)
Total comprehensive (loss) / income for the year	-	-	-	-	-	-	-	(404)	6,159	5,755
Balance at 31 October 2025	4,617	-	23	(6)	8,282	9,610	(476)	(243)	61,065	82,872

The accompanying accounting policies and notes form an integral part of these financial statements.

Consolidated cashflow statement

	Note	2025	2024
		£000	£000
Cash flows from operating activities
Profit for the year before taxation		8,554	8,064
Adjustments for:
Depreciation of property, plant and equipment		752	984
Depreciation of right-of-use assets		830	870
Amortisation of intangible assets		10,994	10,167
Acquisition finalisation costs		-	131
Finance income		(73)	(69)
Finance costs		2,044	2,019
Research and development tax credit		(435)	(450)
Share option costs		2,040	2,491
Profit on disposal of fixed assets		-	14
(Increase) / decrease in receivables		(2,902)	10
(Decrease) / increase in payables		(513)	977
Cash generated by operations		21,291	25,208

Tax paid		(1,416)	(4,100)
Net cash from operating activities		19,875	21,108

Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired		(7,519)	(2,393)
Purchase of property, plant and equipment		(686)	(726)
Purchase / capitalisation of intangible assets		(8,816)	(7,946)
Finance income		73	69
Net cash used in investing activities		(16,948)	(10,996)

Cash flows from financing activities
Interest paid		(1,406)	(1,719)
Loan drawdowns		22,500	-
Loan related costs		(508)	(506)
Loan and bond repayments		(22,849)	(7,706)
Principal lease payments		(916)	(782)
Equity dividends paid		(3,221)	(2,756)
Issue of own shares		(193)	(165)
Net cash outflows from financing activities		(6,593)	(13,634)

Net movement in cash and cash equivalents		(3,666)	(3,522)

Cash and cash equivalents at the beginning of the year		11,660	14,824
Exchange gains on cash and cash equivalents		279	358
Cash and cash equivalents at the end of the year		8,273	11,660

The accompanying accounting policies and notes form an integral part of these financial statements.

Notes to the condensed financial statements

1 BASIS OF PREPARATION

The financial information contained in these condensed financial statements does not constitute the Group's statutory accounts within the meaning of the Companies Act 2006.

Statutory accounts for the year ended 31 October 2024 and 31 October 2025 have been reported on, with an unqualified opinion.

Whilst the financial information included in this Annual Financial Report Announcement has been computed in accordance with International Financial Reporting Standards (IFRS) this announcement, due to its condensed nature, does not itself contain sufficient information to comply with IFRS.

This Annual Financial Report Announcement includes note references that refer to notes in this Annual Financial Report Announcement 2025.

Statutory accounts for the year ended 31 October 2024 have been delivered to the Registrar of Companies. The statutory accounts for the year ended 31 October 2025, prepared under IFRS, are available on the Group's website: https://www.idoxgroup.com/investors/financial-reporting/ and will be delivered to the Registrar in due course. The Group's principal accounting policies as set out in the 2024 statutory accounts have been applied consistently in all material respects.

Going Concern

On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited ('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path') and the Company announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued share capital of the Company, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in respect of the proposed acquisition was published and made available to Idox Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and the General meeting in connection with the proposed scheme of arrangement were each adjourned to provide further time for discussions with Idox shareholders and to allow Idox shareholders additional time to consider the acquisition.

On 5 January 2026, in order to increase the certainty of the proposed acquisition, Bidco determined, with the consent

Material uncertainty as to going concern

The Annual Financial Report Announcement was approved by the Board of Directors on 16 February 2026 and signed on its behalf by David Meaden and Anoop Kang.

2 RESPONSIBILITY STATEMENTS UNDER THE DISCLOSURE AND TRANSPARENCY RULES

The Directors confirm that:

· the financial statements, prepared in accordance with the relevant financial reporting framework, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole;

· the strategic report includes a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face; and

· the annual report and financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the company's position and performance, business model and strategy.

The name and function of each of the Directors for the year ended 31 October 2025 are set out in the Annual Financial Report 2025.

3 SEGMENTAL ANALYSIS

During the year ended 31 October 2025, the Group was organised into three operating segments, which are detailed below.

IFRS 8 Operating Segments requires the disclosure of reported segments in accordance with internal reports provided to the Group's chief operating decision maker. The Group considers its Board of Directors to be the chief operating decision maker and therefore has aligned the segmental disclosures with the monthly reports provided to the Board of Directors.

· Land, Property & Public Protection (LPPP) - delivering specialist information management and data services solutions and services to the public sector and private sectors.

· Assets - delivering engineering document management and control solutions to asset intensive industry sectors.

· Communities (COMM) - delivering software solutions to clients with social value running through their core.

Segment revenue comprises sales to external customers and excludes gains arising on the disposal of assets and finance income. Segment profit reported to the Board represents the profit earned by each segment before the allocation of taxation, Group interest payments and Group acquisition costs. The assets and liabilities of the Group are not reviewed by the chief operating decision maker on a segment basis. The Group does not place reliance on any specific customer and has no individual customer that generates 10% or more of its total Group revenue.

Segment assets are not tracked by the Group, as such, no disclosure has been made for segment assets.

The segment revenues by geographic location are as follows:

	2025 £000	2024 £000
Revenues from external customers
United Kingdom	82,063	80,032
USA	4,588	4,141
Rest of Europe	2,335	2,312
Rest of World	843	1,114
	89,829	87,599

Revenues are attributed to individual countries on the basis of the location of the customer.

The segment revenues by type are as follows:

	2025 £000	2024 £000
Revenues by type
Recurring revenues - LPPP	38,416	34,898
Recurring revenues - Assets	9,509	9,418
Recurring revenues - Communities	11,809	10,158
Recurring revenues	59,734	54,474

Non-recurring revenues - LPPP	18,868	20,366
Non-recurring revenues - Assets	6,088	5,475
Non-recurring revenues - Communities	5,139	7,284
Non-recurring revenues	30,095	33,125

	89,829	87,599

Revenue from sale of goods (hardware and software)	76,989	71,820
Revenue from rendering of services	12,840	15,779
	89,829	87,599

Recurring revenue is income generated from customers on an annual contractual basis. Recurring revenue amounts to 66% (2024: 62%) of revenue from continued operations, which is revenue generated annually from sales to existing customers.

All revenues are recognised over the period of the contract, unless the only performance obligation is to licence or re-licence a customer's existing user without any further obligations, in which case the revenue is recognised upon completion of the obligation.

All contracts are issued with commercial payment terms without any unusual financial or deferred arrangements and do not include any amounts of variable consideration that are constrained.

The Group's total outstanding contracted performance obligations at 31 October 2025 was £109,638,000 (2024: £96,792,000) and it is anticipated that 71% of this will be recognised as revenue in FY26 and 17% in FY27.

The segment results by business unit for the year ended 31 October 2025:

	LPPP £000	Assets £000	Communities £000	Total £000
Revenue	57,284	15,597	16,948	89,829

Earnings before depreciation, amortisation, transaction and strategic project costs, acquisition costs, impairment, financing costs and share option costs	16,894	3,280	6,804	26,978
Depreciation	(447)	(163)	(142)	(752)
Depreciation - right-of-use-assets	(510)	(171)	(149)	(830)
Amortisation - software licences and R&D	(3,729)	(1,585)	(1,487)	(6,801)
Amortisation - acquired intangibles	(3,402)	(211)	(580)	(4,193)
Transaction and strategic project costs	(744)	(340)	(344)	(1,428)
Acquisition costs	(43)	(6)	(369)	(418)
Share option costs	(1,318)	(319)	(403)	(2,040)

Operating profit	6,701	485	3,330	10,516
Finance income				82
Finance costs				(2,044)
Profit before taxation				8,554

The corporate recharge to the business unit EBITDA is allocated on a head count basis.

The segment results by business unit for the year ended 31 October 2024:

	LPPP £000	Assets £000	Communities £000	Total £000
Revenue	55,264	14,893	17,442	87,599

Earnings before depreciation, amortisation, transaction and strategic project costs, acquisition costs, impairment, financing costs and share option costs	16,854	3,299	5,898	26,051
Depreciation	(600)	(207)	(177)	(984)
Depreciation - right-of-use-assets	(523)	(189)	(158)	(870)
Amortisation - software licences and R&D	(3,272)	(2,345)	(498)	(6,115)
Amortisation - acquired intangibles	(3,402)	(224)	(426)	(4,052)
Transaction and strategic project costs	(224)	(48)	(30)	(302)
Acquisition costs	(772)	(193)	(191)	(1,156)
Share option costs	(1,561)	(423)	(507)	(2,491)

Segment operating profit	6,500	(330)	3,911	10,081
Financing costs				(67)
Operating profit				10,014
Finance income				69
Finance costs				(2,019)
Profit before taxation				8,064

The corporate recharge to the business unit EBITDA is allocated on a head count basis.

4 EARNINGS PER SHARE

The earnings per ordinary share is calculated by reference to the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during each period, as follows:

Continuing Operations	2025	2024
	£000	£000

Profit for the year	6,159	5,259

Basic earnings per share
Weighted average number of shares in issue	455,862,458	453,835,013

Basic earnings per share	1.35p	1.16p

Weighted average number of shares in issue	455,862,458	453,835,013
Add back:
Dilutive share options	3,549,154	3,951,198
Weighted average allotted, called up and fully paid share capital	459,411,612	457,786,211

Diluted earnings per share

Diluted earnings per share	1.34p	1.15p

Adjusted earnings per share	2025 £000	2024 £000

Profit for the year	6,159	5,259
Add back:
Amortisation on acquired intangibles	4,193	4,052
Acquisition costs	418	1,156
Transaction and strategic project costs	1,428	302
Financing costs	-	67
Share option costs	2,040	2,491
Tax effect	(1,764)	(1,398)
Adjusted profit for year	12,474	11,929

Weighted average number of shares in issue - basic	455,862,458	453,835,013
Weighted average number of shares in issue - diluted	459,411,612	457,786,211

Adjusted earnings per share	2.74p	2.63p

Adjusted diluted earnings per share	2.72p	2.61p

5 INTANGIBLE ASSETS

	Goodwill	Customer relation- ships	Trade names	Software	Develop-ment costs	Order backlog	Total
	£000	£000	£000	£000	£000	£000	£000
Cost
At 1 November 2023	93,264	42,496	11,716	31,042	41,497	319	220,334
Foreign exchange	-	-	-	-	(16)	(12)	(28)
Additions	-	-	-	-	7,946	-	7,946
Disposals	(3,302)	(2,304)	(2,134)	(1,108)	-	-	(8,848)
At 31 October 2024	89,962	40,192	9,582	29,934	49,427	307	219,404
Foreign exchange	-	-	-	-	15	(2)	13
Additions	-	-	-	-	8,816	-	8,816
Additions on acquisition	5,080	2,270	150	1,456	695	-	9,651
Disposals	-	-	-	(5,019)	-	-	(5,019)
At 31 October 2025	95,042	42,462	9,732	26,371	58,953	305	232,865

Amortisation and impairment
At 1 November 2023	31,709	22,804	9,876	21,441	25,400	319	111,549
Foreign exchange	-	-	-	-	(16)	(12)	(28)
Amortisation for the year	-	2,151	350	1,614	6,052	-	10,167
Disposals	(3,302)	(2,304)	(2,134)	(1,108)	-	-	(8,848)
At 31 October 2024	28,407	22,651	8,092	21,947	31,436	307	112,840
Foreign exchange	-	-	-	-	15	(2)	13
Amortisation on acquisition	-	-	-	-	288	-	288
Amortisation for the year		2,226	355	1,651	6,762	-	10,994
Disposals	-	-	-	(5,019)	-	-	(5,019)
At 31 October 2025	28,407	24,877	8,447	18,579	38,501	305	119,116

Carrying amount at 31 October 2025	66,635	17,585	1,285	7,792	20,452	-	113,749

Carrying amount at 31 October 2024	61,555	17,541	1,490	7,987	17,991	-	106,564

Average remaining amortisation period (years)

31 October 2025	n/a	7.9	3.6	4.7	3.0	-

31 October 2024	n/a	8.2	4.3	4.9	3.0	-

During the year, goodwill and intangibles were reviewed for impairment in accordance with IAS 36, 'Impairment of Assets'. An impairment charge of £Nil (2024: £Nil) was processed in the year and is included in the amortisation line of the statement of comprehensive income.

Impairment test for goodwill

For this review, goodwill was allocated to the Group's divisional business units on the basis of the Group's operations which represent the Group's operating segments as disclosed in the segmental analysis. As the Board reviews results on a segmental level, the Group monitors goodwill on the same basis.

The carrying value of goodwill by each operating segment is as follows:

	2025	2024
Operating segments	£000	£000

Land, Property & Public Protection (LPPP)	39,091	39,091
Assets	14,196	14,196
Communities	13,348	8,268
	66,635	61,555

The recoverable amount of goodwill in each operating segment has been determined using value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets approved by management covering the next three financial years. The key assumptions used in the financial budgets relate to revenue and Adjusted EBITDA growth targets. Cash flows beyond this period are extrapolated using the estimated growth rates stated below. Growth rates are reviewed in line with historic actuals to ensure reasonableness and are based on an increase in market share.

For value-in-use calculations, the growth rates and margins used to estimate future performance are based on financial forecasts (as described above) which is management's best estimate of short-term performance based on an assessment of market opportunities and macro-economic conditions. In the year to 31 October 2025, the Weighted Average Cost of Capital for each operating segment has been used as an appropriate discount rate to apply to cash flows. The same basis was used in the year to 31 October 2024.

The assumptions used for the value-in-use calculations are as follows and are considered appropriate for each of the risk profiles of the respective operating segment:

Operating segments	Discount rate current year	Annualised EBITDA growth rate over three years	Long term growth rate current year	Discount rate prior year	Growth rate prior year
LPPP	15.8%	9.5%	4.7%	15.3%	4.7%
Assets	15.3%	5.9%	3.6%	16.0%	3.6%
Communities	15.8%	8.0%	3.6%	15.3%	3.6%

The long-term growth rate in the LPPP segment is higher than that of the UK economy as we anticipate high levels of growth within our geospatial solutions that will outpace the economy due to the high growth rate of this sector.

Individual Weighted Average Costs of Capital were calculated for each operating segment and adjusted for the market's assessment of the risks attaching to each operating segment's cash flows. The Weighted Average Cost of Capital is recalculated at each period end.

Management considered the carrying value of goodwill within the Group in comparison to the future budgets and have processed an impairment charge of £Nil within the year in relation to the Group's goodwill (2024: £Nil).

The Group has conducted sensitivity analysis on the impairment test of each operating segments carrying value. Sensitivities have been run on the discount rate applied and management are satisfied that a reasonable increase in the discount rate used would not lead to the carrying amount of each operating segment exceeding the recoverable amount.

Sensitivities have been conducted on cash flow forecasts, reducing management's three-year forecast EBITDA for all operating segments EBITDA by 10%. Management are satisfied that this change would not lead to the carrying amount of each operating segment exceeding the recoverable amount, although this does depend on achieving forecast growth over the three-year period. Sensitivities have also been conducted on cash flow forecasts for all operating segments reducing the long-term growth rate to 0%. Management are satisfied that this change would not lead to the carrying amount of each operating segment exceeding the recoverable amount.

Management have not identified any individual assumption within the estimate where a reasonably possibly change in estimate could result in all goodwill headroom being eroded.

6 ACQUISITIONS

Plianz

On 12 May 2025, the Group acquired the entire share capital of Trojan Consultants Limited and its subsidiary Inform Communications Ltd, which trades as Plianz.

Plianz is a provider of Social Care software solutions in the UK. The acquisition strengthens our existing Social Care offering and continues to build on our strong public sector software capabilities. This expansion of the Idox solution in the social care sector is a great development for us as a business broadening our capabilities and continuing to enhance the expertise and solutions we provide for this critical sector.

Goodwill arising on the acquisition of Plianz has been capitalised and consists largely of the value of the synergies and economies of scale expected from combining the operations of Plianz with Idox. None of the goodwill recognised is expected to be deductible for income tax purposes. The purchase of Plianz has been accounted for using the acquisition method of accounting.

	Book value £000	Fair value £000

Property, plant and equipment	5	5
Trade receivables	177	177
Other receivables	145	171
Cash at bank	398	398
Total Assets	725	751

Trade payables	(115)	(115)
Other liabilities	(90)	(100)
Contract liabilities	(1,347)	(1,347)
Social security and other taxes	(147)	(147)
Deferred tax liability	-	(435)
Total Liabilities	(1,699)	(2,144)
Net Liabilities		(1,393)

Goodwill arising on acquisition		5,080
Purchased customer relationships capitalised		2,270
Purchased trade names capitalised		150
Purchased software capitalised		1,456
Purchased research and development capitalised		407
Total consideration		7,970

Satisfied by:
Cash to vendor		7,946
Deferred consideration		24
		7,970

The revenue included in the consolidated statement of comprehensive income since 12 May 2025 contributed by Plianz was £1.3m. Plianz also made a profit after tax of £0.4m for the same period. If Plianz had been included from 1 November 2024, it would have contributed £2.8m to Group revenue and a profit after tax of £0.8m.

Acquisition costs of £342,000 have been written off in the consolidated statement of comprehensive income.

Acquisition of subsidiaries net of cash acquired

Acquisition of subsidiaries, net of cash acquired, relates to the payments in relation to the Plianz acquisition.

		£000

Acquisition of subsidiaries net of cash acquired per cashflow statement		(7,519)
Cash acquired as part of the Plianz acquisition		(398)
Plianz consideration completion adjustment		(29)
		(7,946)

Cash to vendor per acquisition note		7,946

For comparative purposes, the 2024 reconciliations were as follows:

Acquisition of subsidiaries, net of cash acquired, relates to the final payments due relation to the prior year Emapsite acquisition. These amounts were treated as consideration in the prior year and represent final consideration payable for working capital acquired and a deferred consideration payable.

		£000

Acquisition of subsidiaries net of cash acquired per cashflow statement		(2,393)
Deferred consideration payment made in relation to Emapsite		1,393
Emapsite consideration completion adjustment		1,000
		-

Cash to vendor per acquisition note		-

7 POST BALANCE SHEET EVENTS

On 28 October 2025, the Board of Directors of each of Frankel UK Bidco Limited ('Bidco'), an entity ultimately controlled by Long Path Partners ('Long Path') and the Company announced that they had reached agreement on the terms of a recommended all cash acquisition of the entire issued and to be issued share capital of the Company, to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The scheme document in respect of the proposed acquisition was published and made available to Idox Shareholders on 20 November 2025. On 15 December 2025, the Court meeting and the General meeting in connection with the proposed scheme of arrangement were each adjourned to provide further time for discussions with Idox shareholders and to allow Idox shareholders additional time to consider the acquisition.

8 CONTINGENT LIABILITIES

As disclosed, the Group is in an offer period. The total fees and expenses expected to be incurred by the Group in connection with the transaction are expected to be approximately £12.1m (excluding any applicable value added tax). £10.4m of this amount is contingent on the transaction completing. The remaining £1.7m has been accounted for on an accruals basis based on work performed. Of this, £0.3m has been accrued in the FY25 results and the balance of £1.4m will be recorded in the FY26 results.

There were no material Group contingent liabilities at 31 October 2024.

9 ADDITIONAL INFORMATION

Related Party Transactions

No related party transactions have taken place during the year that have materially affected the financial position or performance of the Company.

Principal Risks and Uncertainties

The principal risk and uncertainties facing the Group together with the actions being taken to mitigate them and future potential items for consideration are set out in the Strategic Report section of the Annual Financial Report 2025.

10 ALTERNATIVE PERFORMANCE MEASURES

Following the issuance of the Guidelines on Alternative Performance Measures (APMs) by the European Securities and Markets Authority (ESMA) in June 2015, the Group has included this section in its Annual Report and Accounts with the aim of providing transparency and clarity on the measures adopted internally to assess performance. Throughout this report, the Group has presented financial performance measures which are considered most relevant to Idox and are used to manage the Group's performance. These financial performance measures are chosen to provide a balanced view of the Group's operations and are considered useful to investors as these measures provide relevant information on the Group's past or future performance, position, or cash flows. The APMs, which are not defined or specified under International Financial Reporting Standards, adopted by the Group are also commonly used in the sectors it operates in and therefore serve as a useful aid for investors to compare Idox's performance to its peers. The Board believes that disclosing these performance measures enhances investors' ability to evaluate and assess the underlying financial performance of the Group's operations and the related key business drivers. These financial performance measures are also aligned to measures used internally to assess business performance in the Group's budgeting process and when determining compensation. They are also consistent with how the business is assessed by our debt and equity providers. Details are included within the financial review section of the Strategic Report.

We believe that these measures provide a user of the accounts with important additional information. The following table reconciles these APMs to statutory equivalents for continuing operations:

	2025 £000	2024 £000

Adjusted EBITDA:
Profit before taxation	8,554	8,064
Depreciation and Amortisation	12,576	12,021
Transaction and strategic project costs	1,428	302
Acquisition costs	418	1,156
Financing costs	-	67
Share option costs	2,040	2,491
Net finance costs	1,962	1,950
Adjusted EBITDA	26,978	26,051

Free cashflow:
Net cashflow from operating activities after taxation	19,875	21,108
Capex	(9,502)	(8,686)
Lease payments	(916)	(782)
Free cashflow	9,457	11,640

Net debt:
Cash	(8,273)	(11,660)
Bank borrowings	21,562	10,780
Bonds in issue	-	10,808
Net Debt	13,289	9,928

Adjusted profit for the year and adjusted earnings per share:
Profit for the year	6,159	5,259
Add back:
Amortisation on acquired intangibles	4,193	4,052
Acquisition costs	418	1,156
Transaction and strategic project costs	1,428	302
Financing costs	-	67
Share option costs	2,040	2,491
Tax effect	(1,764)	(1,398)
Adjusted profit for year	12,474	11,929

Weighted average number of shares in issue - basic	455,862,458	453,835,013
Weighted average number of shares in issue - diluted	459,411,612	457,786,211

Adjusted earnings per share	2.74p	2.63p

Adjusted diluted earnings per share	2.72p	2.61p

The Group adjusts for certain non-underlying items which the Board believes assists in understanding the performance achieved by the Group. These are non-underlying items as they do not relate to the operating performance of the Group. Profit before taxation is adjusted for depreciation, amortisation, transaction and strategic project costs, acquisition costs, financing costs, share option costs and net finance costs to calculate a figure for EBITDA which is commonly quoted by our peer group and allows users to compare our performance with those of our peers. This also provides the users of the accounts with a view of the underlying performance of the Group which is comparable year on year.

Depreciation and amortisation are omitted as they relate to assets acquired by the Group which may be subject to differing treatment within the peer group and so this allows meaningful comparisons to be made.

Amortisation on acquired intangibles omitted in order to improve the comparability between acquired and organic operations as the latter does not recognise internally generated intangible assets. Adjusting for amortisation provides a more consistent basis for comparison between the two.

Transaction and strategic project costs, acquisition costs, financing costs and net finance costs are omitted as they are considered to be one off in nature or do not represent the underlying trade of the Group. The items within these categories are assessed on a regular basis to ensure that they do not contain items which would be deemed to represent the underlying trade of the business.

Share option costs are excluded as they do not represent the underlying trade of the business and fluctuate subject to external market conditions and number of shares. This would distort year-on-year comparison of the figures.

Profit after taxation is adjusted for amortisation from acquired intangibles, transaction and strategic project costs, acquisition costs, financing costs and share option costs, as well as considering the tax impact of these items. To exclude the items without excluding the tax impact would not give the complete picture. This enables the user of the accounts to compare the core operational performance of the Group. Adjusted earnings per share takes into account all of the factors above and provides users of the Annual Report and Accounts information on the performance of the business that management is more directly able to influence and on a comparable basis for year to year. Readers of the Annual Report and Accounts are encouraged to review the financial statements in their entirety.

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