This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR
1 May 2026
PULSAR GROUP PLC
("Pulsar Group", the "Company" or the "Group")
UNAUDITED PRELIMINARY RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2025
Pulsar Group Plc (AIM: PULS), the market leading audience intelligence business delivering Software-as-a-Service ("SaaS") solutions for the global marketing and communications industries, is pleased to announce its unaudited preliminary results for the year ended 30 November 2025.
Highlights
· Pulsar Group's strategy continues to be focussed on accelerating its evolution into a global leader in AI-driven audience intelligence, providing the mission-critical decision infrastructure required by marcomms professionals to navigate increasingly complex and fragmented media environments.
· Annualised Recurring Revenue ("ARR") increased by £3.9m1 in the period, demonstrating sustained growth momentum across the Group. This ARR growth was driven by a one-percentage point increase in renewal rates compared to the prior year and a major, multi-year contract win with a multinational marketing and communications company, demonstrating the positive impact of the Group's investments in products and services which have clearly resonated with customers.
· Reported revenue for the year was £61.2 million (2024: £62.0 million reported, £60.1m1), with recurring revenue comprising 96% of total revenue (2024: 98%) as the Group has continued to focus on winning and delivering profitable, long-term customer contracts.
· The Group delivered a 12% increase in Adjusted EBITDA to £10.4 million (2024: £9.3 million), with Adjusted EBITDA margins improving to 17% (2024: 15.0%). This performance was underpinned by our global restructuring programme, which successfully removed £7.0m from the annualised cost base and reduced FTE headcount by 20% during the 2025 calendar year. Overall FTE has reduced from 918 in November 2024 to 710 as at April 2026 (23%). These actions have fundamentally reset our cost structure, significantly enhancing operating leverage for the year ahead.
· During the 2025 calendar year, the Group's global restructuring programme has delivered over £7.0m in annualised savings, resetting the cost base and unlocking operating leverage.
· Continued investment in product innovation saw the rollout of Lumina, Narratives AI, Crisis Oracle, and CLEAR; these purposeful AI solutions provide professionals with a coherent decision infrastructure to interpret, anticipate, and respond to narrative shifts with automated precision and real-time agility.
· New client wins in the EMEA & North America region during the year include: Amey; Anglo American; Apple; Arts Council England; BT; Cathay Pacific; Department of Health and Social Care; Foreign, Commonwealth and Development Office; Electronic Arts; HMRC; Inmarsat; Live Nation; McDonalds; MHP Group; Microsoft; Network Rail; Papa Johns; Pharmavite; Scottish Government; The Telegraph; Unicef; and Yale University Press.
· In the APAC region, new client wins during the year include: Airservices Australia; Australian Football League; Australian Department of Climate Change, Energy, the Environment and Water; Australian Ministry of Investment, Trade and Industry; Australian Olympic Committee; Australian Pharmaceutical Industries; Competition and Consumer Commission of Singapore; Hyundai; National Trades Union Congress Singapore; One New Zealand; Origin Energy; Petronas; Serco; Singapore Land Authority, SM Group Philippines; Sport Ireland; Suncorp; Suntory; Urban Redevelopment Authority of Singapore; UOB Malaysia and Whole of Victorian Government.
· At 30 November 2025, the Group's net debt position was £5.6 million (2024: £4.9 million). At the year end, the Group had in place a £3.0m shareholder loan and a £3.0m overdraft facility. On 30 April 2026, the Group completed a refinancing with a new, three-year £6.0m bank loan and £2.0m Revolving Credit Facility (RCF), using the proceeds to repay and cancel the shareholder loan and overdraft. Strong cash flow momentum in the current financial year has resulted in a significant improvement in the Group's net debt position to £3.5m at 23 April 2026.
Joanna Arnold, Global CEO of Pulsar Group, commented:
"2025 was a pivotal year of execution for Pulsar Group, marked by a decisive move to further embed AI at the heart of our architecture. We have nearly doubled our ARR growth velocity, fuelled by global enterprise leaders increasingly standardising on the Pulsar platform for mission-critical strategic intelligence.
The structural changes we have made to our global operating model are now delivering tangible results. By delivering over £7.0 million in annualised savings and unifying our technology, we have created a leaner, more agile business. We are at a clear inflection point in our cash generation profile, with a strengthened balance sheet and significant operational momentum to support sustainable growth, margin expansion and cash generation in the year ahead."
1 On a constant currency basis.
For further information:
|
Pulsar Group Plc |
020 3426 4070 |
|
|
Joanna Arnold (CEO) Mark Fautley (CFO) |
|
|
|
Cavendish Capital Markets Limited (Nominated Adviser and Broker) |
020 7220 0500 |
|
|
Corporate Finance: Marc Milmo / Fergus Sullivan / Elysia Bough |
|
|
|
Corporate Broking: Sunila de Silva |
|
|
Forward looking statements
This announcement contains forward-looking statements.
These statements appear in a number of places in this announcement and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, revenue, financial condition, liquidity, prospects, growth, strategies, new products, the level of product launches and the markets in which we operate.
Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors.
These factors include any adverse change in regulations, unforeseen operational or technical problems, the nature of the competition that we will encounter, wider economic conditions including economic downturns and changes in financial and equity markets. We undertake no obligation publicly to update or revise any forward-looking statements, except as may be required by law.
Preliminary announcement
This preliminary announcement was approved by the board of directors on 30 April 2026. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 30 November 2025 are expected to be available at the company's website in the coming days, and a printed version will be dispatched to shareholders thereafter.
Chairman's statement
2025 was a year in which artificial intelligence moved decisively from the realm of opportunity into the fabric of operational reality for professionals in the communications, public relations, public affairs, and marketing industries.
For organisations navigating a world of fragmented media, geopolitical uncertainty and accelerating information complexity, the ability to harness AI as a strategic capability has become a defining characteristic of those who lead and those who lag. Pulsar Group sits firmly in the former category and is set to benefit disproportionately from the accelerated interest to embed this technology into workflows for the marcomms industry.
From the national political cycles and continuing conflicts reshaping global alliances, to landmark regulatory shifts in AI governance and data privacy, the environment our clients operate in has never demanded more of their marcomms intelligence. Audiences are more discerning, narratives move faster, and the consequences of being caught unprepared have rarely been more severe. It is precisely in this context that Pulsar Group's platform, built around real-time audience intelligence, AI-powered insight and trusted decision support, has become ever more vital to the organisations we serve.
Through our embedded AI capabilities, our platform does not simply monitor the world; we interpret it, anticipate evolutions and help our clients craft, optimise and follow through on their omnichannel communications and campaigns for maximum impact.
AI AS CORE ARCHITECTURE
The marcomms industry stands at an inflection point. Generative AI has already fundamentally altered how information is created, distributed and consumed and will continue to reshape the media landscape. Large language models are now part of how millions of people search, research and form opinions. The boundaries between authentic voice and synthetic content, between signal and noise, are increasingly contested. In this environment media and audience intelligence are no longer a supporting function: rather, they are mission critical infrastructure.
At Pulsar Group, we have been building for this moment for several years. Long before generative AI entered mainstream awareness, we were deploying machine learning and automation to power narrative detection, real-time sentiment benchmarking, and scalable media analysis. We have a coherent suite of AI capabilities designed for the specific professional contexts in which our clients operate, and addressing a distinct challenge that has long frustrated the people who depend on communications intelligence to do their jobs.
What distinguishes our approach from the rest of the space is that we have not bolted some AI capabilities onto existing products. We have instead built our capabilities around AI, with a deliberate focus on utility, explainability and accountability. Because the professionals who use our platforms are accountable for the decisions they make, the intelligence we provide must be traceable, trustworthy and grounded in evidence.
THE FUTURE OF THE PR & COMMS PROFESSIONAL
The AI revolution, marked by the rise of agentic browsers and AI companions that summarise the web and mediate truth, is fundamentally redefining the PR and Communications professional's role. This shift is moving the function to the very centre of how a brand is understood. PR and Comms professionals are becoming the primary architects of brand reputation, emotional connection, and narrative coherence, tasked with influencing both human audiences and the intelligent agents that interpret what those audiences see. The focus is shifting from broad message distribution to earning relevance by shaping the credible raw material that both people and AI models use to determine who is trustworthy: from media authority, to human storytelling, and third-party advocacy.
This is not only our view. Gartner's predictions for Chief Communications Officers (CCOs) in 2026 make it clear how communications is now core business infrastructure, and the skillset it demands - from narrative intelligence, to answer engine optimisation, and real-time reputation monitoring, sits squarely in the domain of PR and Comms rather than marketing or paid media. For CCOs and their teams, the question is no longer whether their function is strategic, but whether they have the intelligence infrastructure to operate at the speed and scale this new environment requires.
This new environment mandates a strategic shift toward confidence building, organised around five interconnected responsibilities.
• Earned Proof: building trust on what an organisation can demonstrably show, not what it claims.
• Reputation Agility: detecting early signals and responding with clarity before misinformation enters AI-generated summaries.
• Human Authenticity: amplifying the voices of employees, customers, and communities whose credibility polished messaging cannot replicate, and whose distributed signals AI systems increasingly interpret as markers of trust.
• Curated Discoverability: ensuring key facts are structured and technically accessible so AI systems can find, interpret, and cite them accurately.
• Cross-Functional Integration: aligning what communications says with what product, legal, and data teams actually do, because AI surfaces contradictions that audiences once had to work to find, and incoherence is no longer a slow reputational risk but an immediate one.
We expect the evolution of the function to unfold in three stages. Most organisations are currently engaged in Narrative Stewardship, mapping how stories circulate through AI models and social platforms and beginning to build the earned proof and human authenticity that ground those narratives. This will progress to Reputation Architecture over the next 12 to 24 months, where PR teams become responsible for curating the organisation's authoritative content of record, the factual and emotional material intelligent systems use to build understanding, while embedding discoverability and cross-functional integration into how that content is produced and maintained.
The final stage, Influence Intelligence, within two to five years, places PR and Comms in a central intelligence role. Professionals will monitor how the brand is represented not just in headlines but in the summaries and answers generated by AI systems, tracking cited sources, spotting misinformation, deploying reputation agility at machine speed, and using predictive tools to anticipate emerging issues. By aligning human trust with machine interpretation and using data-driven frameworks, the PR professional transitions from communicator to central strategist who advises leaders, predicts narrative shifts, and manages reputation with the same seriousness applied to financial or operational performance.
THE FUTURE OF THE MARKETING PROFESSIONAL
If AI is rewriting the rules of credibility for PR and Comms, it is doing something equally profound but structurally different to the marketing profession. Particularly for social, content, and brand marketers, and for the strategists and researchers who inform their decisions, the transformation is about the collapse of the traditional feedback loop between audience understanding, creative execution, and performance measurement. AI is compressing that cycle from weeks to hours, and in doing so it is exposing a gap between organisations that still treat audience insight as a periodic input and those building it into a continuous operating system.
The immediate consequence is the obsolescence of static segmentation. For a generation, marketers have relied on demographic and attitudinal clusters refreshed quarterly or annually to guide targeting, messaging, and media planning. That model cannot survive contact with an accelerating environment in which audience behaviours, cultural references, and platform dynamics shift week to week.
The marketers gaining ground are those who treat segmentation as a living, real-time layer, continuously recalibrated against actual content engagement, search behaviour, and community formation, rather than a fixed map drawn from a single wave of research. Market researchers, in particular, face the challenge of evolving into the architects of these dynamic intelligence systems. Content and brand marketers, meanwhile, confront a different challenge. Generative AI has made content production nearly frictionless, which means volume is no longer a competitive advantage. The discipline is shifting from creation to orchestration: understanding which formats, voices, and cultural contexts produce resonance with specific audiences at specific moments, and deploying AI to test, adapt, and optimise at a speed that manual workflows cannot match. Brand strategy in this context becomes less about owning a singular message and more about maintaining coherence across an exponentially larger surface area of touchpoints, many of which the brand does not directly control.
We see this evolution unfolding in three stages, distinct from but contemporaneous with the shifts in PR and Comms. Most marketing organisations are currently in a phase of Augmented Execution, using AI to accelerate production, automate reporting, and scale personalisation within existing strategic frameworks. The next stage, Continuous Audience Intelligence, emerging over the next 12 - 24 months, will see the integration of real-time behavioural and cultural signals directly into campaign planning and creative development - collapsing the gap between research, strategy, and activation into a single adaptive workflow. Strategists and researchers who can operate across this compressed cycle will become the most valuable people in the function. The final stage, Predictive Brand Management, within two to five years, will see marketing leadership equipped with AI systems that model how shifts in audience composition, cultural sentiment, and competitive positioning are likely to affect brand equity before they manifest in traditional metrics. At this point, the marketer's role is no longer reactive optimisation but forward-looking stewardship of commercial relevance, a discipline as rigorous and consequential as any in the organisation.
While a substantial overlap exists across the marcomms industries, a critical distinction between this trajectory and the parallel evolution of PR and Comms is one of orientation. Where PR is moving toward the governance of trust and narrative integrity in an AI-mediated information environment, marketing is moving toward the mastery of audience dynamics and resonance within that same environment. Both functions depend on intelligence infrastructure, which is precisely why Pulsar Group has built its platform to serve each with equal depth.
In all of this, trust remains the central variable. The organisations that will thrive are those that earn credibility with their audiences, not through volume of communication, but through the quality, authenticity and relevance of what they say and how they say it. Our platform is built to support exactly that kind of purposeful, evidence-led communication. As evidenced in the following section on product innovation in this report, Pulsar Group is bringing to market solutions that directly address many of those shifts and evolutions, with the goal of arming marcomms professionals with the intelligence tools they need to create that trust.
STRATEGIC EXECUTION
Our product innovation does not exist in isolation. It is enabled by, and in turn reinforces, the operational transformation that has been the hallmark of the Group's recent years. The rebrand to Pulsar Group marked the culmination of a multi-year integration journey, bringing our technology, talent and operational footprint under a single brand and a coherent vision. The efficiencies unlocked by platform consolidation and operational streamlining are what allow us to invest with conviction in the AI capabilities that differentiate us commercially and what gives us confidence in the sustainability and scalability of the model we are building.
Our PR & Communications division remains the cornerstone of this strategy, with commercial metrics that provide the stability and predictability we need to invest in the next phase of innovation. The Group's focus on profitable, scalable growth, disciplined capital allocation and long-term value creation for shareholders remains unchanged.
FINANCIAL PERFORMANCE
The 2025 financial year was a pivotal period during which we successfully balanced accelerating organic growth with a fundamental realignment of our global operating model. Total Group ARR at year-end increased to £64.5 million, representing a £3.9 million increase on a constant currency basis. This growth velocity is nearly double that achieved in FY24, fuelled largely by our ability to secure group-wide mandates with global enterprise leaders who are standardizing on Pulsar for strategic intelligence.
To ensure this growth remains scalable and profitable, we completed a comprehensive structural cost-rationalisation programme during the 2025 calendar year. This initiative delivered over £7.0 million in annualised savings, primarily through automation and the decommissioning of duplicate legacy technology. During this transition, overall Group headcount was reduced by 22%. In May 2025, as part of the global operating realignment programme, Pulsar Group raised £2.9m net of expenses in funding.
The scale of this operational transformation resulted in significant non-recurring administrative expenses during FY25, primarily related to restructuring and integration costs. The non-recurring salary costs include the year-to-date costs and redundancy costs of roles that either exited during 2025 or which were already identified before the year end to exit during 2026. The Board considers these one-off costs as a necessary investment to unlock the enhanced operating leverage now visible across the business.
These efficiencies drove a marked improvement in our underlying profitability, with Adjusted EBITDA increasing to £10.4 million (2024: £9.3 million) and Adjusted EBITDA margin rising to 17% (2024: 15%).
The Group has entered the 2026 financial year at a clear inflection point in its cash generation profile. The structural changes made in 2025 are now delivering tangible bottom-line results, with the Group achieving an Adjusted EBITDA of £2.8 million for the first three months of FY26 compared to £1.8 million for the comparative period in FY25.
Trading remains positive for FY26, with ongoing ARR expansion and an encouraging enterprise pipeline to support the Board's ARR growth expectations for the year.
This operational momentum has enabled rapid de-leveraging since the period end. Our net debt position, which stood at £5.6 million at 30 November 2025 following the peak of our restructuring spend, improved substantially to £3.5 million as at 23 April 2026 through improved free cash flow.
To support our next phase of global expansion, we successfully refinanced the Group's lending facilities on 30 April 2026. We have secured a new, three-year, £8.0 million facilities with HSBC Innovation Banking, replacing the £6.0 million in place at year-end. These new facilities, comprising amortising and non-amortising loans of £6.0 million alongside a £2.0 million revolving credit facility (RCF), provide the Group with enhanced financial headroom and a flexible capital structure.
With a leaner, AI-led operating model and a strengthened balance sheet, the Board is confident in the Group's ability to deliver sustainable, profitable growth throughout 2026 and beyond.
IN SUMMARY
Despite the tough macroeconomic environment, 2025 has demonstrated, with clarity, that artificial intelligence is not a future consideration for the communications and media intelligence industries, it is the present competitive battleground. Pulsar Group has responded to this reality not with incremental adaptation, but with foundational innovation that is purposeful, explainable and genuinely useful to the professionals who depend on it.
Through Lumina, Narratives AI, Crisis Oracle and CLEAR, we have built a coherent decision infrastructure for a world defined by information complexity, reputational risk and the pervasive influence of AI on public discourse. Each product addresses a real and specific professional need. Together, they represent innovation that helps our clients understand not just what is happening in their communications environment, but why it is happening, and what to do about it, with speed, confidence and integrity.
As we look ahead, our focus remains on execution, margin expansion and the disciplined deployment of capital in areas where we have proven product-market fit and the clearest pathway to sustainable growth. The Group's unified platform, growing client base across public and private sectors, and deepening AI capabilities position us well to continue building shareholder value while serving the clients who trust us to help them navigate an increasingly complex world.
I want to close by acknowledging the talent and commitment of the teams across Pulsar Group who have made this progress possible. Building genuinely differentiated AI capabilities, while simultaneously transforming our operational model and delivering for clients, is no small undertaking. The quality of what we have produced this year is a testament to the people behind it.
Christopher Satterthwaite CBE
Chairman
Strategic report (Extract)
Results
Despite a challenging environment where marketing spend in particular has been restricted, Pulsar has successfully delivered another year of encouraging constant currency ARR growth to £64.5m. Pulsar has Annual Recurring Revenue increased by £3.9m this represents nearly double the growth achieved in FY24. The ARR growth was driven by a 1% in increase in renewal rates and a major, multi-year contract win with a multinational marketing and communications company.
EMEA & NA continued to be the primary engine of growth, with ARR growing to £34.2m. This represents an increase of £3.4m, doubling the £1.7m increase seen in FY24. We secured a significant multi-year partnership with a global marketing leader during the year with service delivery beginning ahead of our December announcement, ensuring that €2.1m in ARR was already contributing to our FY25 performance. As global enterprises standardise on the Pulsar platform for strategic intelligence, this region remains the Group's strongest performing region.
Building on the turnaround established in FY24, the APAC region saw an acceleration in growth velocity, delivering £0.5m ARR growth in FY25 compared to £0.3m in FY24. This performance reflects both the efforts of the Isentia team and strong regional demand for the Group's enhanced AI capabilities.
Revenue in the year was £61,175,000 (2024: £61,997,000 reported, £61,700,000 constant currency). Recurring revenue comprised 96% of the total (2024: 98%), with sales teams incentivised to focus on high contribution SaaS products. The Group had an adjusted loss before interest, tax, depreciation and amortisation (Adjusted EBITDA) for the year of £10,389,000 (2024: £9,279,000).
|
ARR |
FY23 |
FY24 Change |
FY24 |
FY25 Change |
FY25 |
|
EMEA & North America (Constant Currency) |
£29.1m |
+£1.7m |
£30.8m |
+£3.4m |
£34.2m |
|
EMEA & North America (Reported) |
£29.7m |
+£1.4m |
£31.1m |
+£3.1m |
£34.2m |
|
|
|
|
|
|
|
|
APAC (Constant Currency) |
£29.5m |
+£0.3m |
£29.8m |
+£0.5m |
£30.3m |
|
APAC (Reported) |
£31.6m |
-£1.0m |
£30.6m |
-£0.3m |
£30.3m |
|
|
|
|
|
|
|
|
Group (Constant Currency) |
£58.6m |
+£2.0m |
£60.6m |
+£3.9m |
£64.5m |
|
Group (Reported) |
£61.3m |
+£0.4m |
£61.7m |
+£2.8m |
£64.5m |
Adjustments are made in respect of the Group's:
· Non-recurring administrative expenses;
· Share of profit or loss of associates;
· Profit or loss on sale of associates;
· Share-based payment charges.
Adjusted EBITDA is designed to highlight the performance of the Group's core business expected to continue post rationalisation and integration. It excludes non-recurring administrative expenses of £9,643,000 (2024: £8,561,000), a share of loss of associate of £Nil (2024: £128,000), a profit on the sale of an associate of £62,000 (2024: £1,457,000) and a share-based payments charge of £488,000 (2024: £580,000).
Adjusted EBITDA also excludes unrealised FX gains and losses totalling £403,000, which have been stripped out of total non-recuring administrative expenses and shown in its own line for reporting purposes in 2025.
Non-recurring administrative expenses include costs incurred in relation to restructuring and non-core roles either exited during 2025 or identified pre-year-end to exit during 2026. Non-recurring salary costs for the year were £8,121,000 (2024: £6,101,000) which includes the year-to-date costs and redundancy costs of roles that either exited during 2025 or which were already identified before the year end to exit during 2026. Costs related to employees who had exited the business as at year end amounted to £4,168,000. Of those exiting during 2026, the costs of those identified to leave totals £3,953,000 and, by the end of March 2026, costs totalling £1,663,000 had already exited the business with £2,290,000 still to exit during 2026.
In addition to non-recurring salary costs, the Group incurred £1,354,000 (2024: £2,050,000) of duplicated technology costs as it built out key functionality across multiple platforms. These duplicated costs were eliminated by Q4 2025 and are not expected to continue into 2026. The Group also had other non-recurring expenses (including realised fx) of £168,000 (2024: £410,000).
The Group delivered more than £7.0m in annualised cost savings during 2025, primarily through automation and the decommissioning of duplicate legacy technology across the Group. Overall Group headcount has reduced by 23% from 918 FTE in November 2024 to 710 FTE as at April 2026. The continued focus on operating model optimisation has helped Pulsar to deliver year on year Adjusted EBITDA growth of 12%, and an improvement in Adjusted EBITDA margin from 15% in 2024 to 17% in 2025. Adjusted EBITDA is £10.4m (2024: £9.3m reported, £8.9m), in line with the Board's expectations.
The Group's earnings before interest, tax, depreciation and amortisation (EBITDA) loss for the year was £83,000 (2024: profit of £1,467,000). EBITDA is an important metric as it provides guidance on the financial performance of the Group including non-recurring costs incurred. EBITDA moved from a profit in 2024 to a loss in 2025 due to the £1,110,000 increase in Adjusted EBITDA being more than offset by the £1,082,000 increase in non-recurring costs, £403,000 of unrealised FX losses, and the profit on sale of associate made in the prior year.
Statutory Results
Loss before taxation was £9,450,000 (2024: £6,670,000). In arriving at the loss before taxation, the Group has incurred £1,106,000 of net financial expense (2024: £566,000) and charged £8,261,000 in depreciation and amortisation (2024: £7,570,000). £1,654,000 of this charge related to the amortisation of intangible assets arising on acquisition (2024: £1,707,000). The loss before taxation has increased due to the EBITDA loss in the year, a £691,000 increase in depreciation and amortisation expense, and a £540,000 increase in financial expense.
Loss per share
The basic loss per share was 7.83p (2024: 5.94p).
Cash
Cash at the year-end stood at £384,000 (2024: £1,001,000). The Group had £6,000,000 debt at the year end (2024: £5,943,000). The total decrease in cash and cash equivalents during the year was £617,000 (2024: decrease of £1,247,000). The total increase in debt during the year was £57,000 (2024: £5,943,00).
The net cash inflow from operations during the year was £4,814,000 (2024: outflow of £74,000). The net cash outflow from investing activities for the year was £5,963,000 (2024: outflow of £5,524,000), reflecting the continued investment in the Group's products.
The net cash inflow from financing activities for the year was £486,000 (2024: inflow of £1,421,000), reflecting the drawdown of loans, plus interest and lease liability repayments in respect of the Group's head office.
Subsequent to the year end, on 30 April 2026, the Group put in place a new £6,000,000 bank loan and £2,000,000 RCF.
Key performance indicators
Management accounts are prepared on a monthly basis and provide performance indicators covering annual contract value, revenue, gross margins, Adjusted EBITDA, EBITDA, result before tax, result after tax, cash balances and recurring revenue. Recurring revenue is the proportion of Group revenue which is expected to continue in the future. The key performance indicators for the year are:
|
|
2025 £'m |
2024 £'m |
|
|
Annual Contract Value base |
64.5 |
61.7 |
|
|
Revenue |
61.2 |
62.0 |
|
|
Gross margin (%) |
69% |
73% |
|
|
Adjusted EBITDA |
10.4 |
9.3 |
|
|
EBITDA (loss)/profit |
(0.1) |
1.5 |
|
|
Reported loss before taxation |
(9.5) |
(6.7) |
|
|
Reported loss after taxation |
(9.6) |
(6.6) |
|
|
Cash |
0.4 |
1.0 |
|
|
Recurring revenue |
58.9 |
60.6 |
|
These performance indicators are measured against both an approved budget and the previous year's actual results. Further analysis of the Group's performance is provided earlier in this Strategic Report.
Each month the Board assesses the performance of the Group based on key performance indicators. These are used in conjunction with the controls described in the corporate governance statement and relate to a wide variety of aspects of the business, including: new business and renewal sales performance; marketing, development and research activity; year to date financial performance, profitability forecasting and cash flow forecasting.
Unaudited Consolidated Statement of Comprehensive Income
Year ended 30 November 2025
|
|
|
2025 |
2024 |
|
|
Note |
£'000 |
£'000 |
|
|
|
|
|
|
Revenue |
3 |
61,175 |
61,997 |
|
Cost of sales |
|
(18,701) |
(16,889) |
|
Gross profit |
|
42,474 |
45,108 |
|
Recurring administrative expenses |
5 |
(32,085) |
(35,829) |
|
Adjusted EBITDA |
|
10,389 |
9,279 |
|
Non-recurring administrative expenses |
5 |
(9,643) |
(8,561) |
|
Unrealised fx losses |
|
(403) |
- |
|
Share of loss of associate |
11 |
- |
(128) |
|
Profit on sale of associate |
|
62 |
1,457 |
|
Share-based payments |
21 |
(488) |
(580) |
|
EBITDA |
|
(83) |
1,467 |
|
Depreciation of tangible fixed assets |
12 |
(273) |
(308) |
|
Depreciation of right-of-use assets |
15 |
(1,322) |
(1,370) |
|
Amortisation of intangible assets - internally generated |
10 |
(5,012) |
(4,186) |
|
Amortisation of intangible assets - acquisition related |
10 |
(1,654) |
(1,707) |
|
Operating loss |
5 |
(8,344) |
(6,104) |
|
Financial income |
|
18 |
18 |
|
Financial expense |
7 |
(1,124) |
(584) |
|
Loss before taxation |
|
(9,450) |
(6,670) |
|
Taxation(charge)/credit |
8 |
(191) |
97 |
|
Loss for the year |
|
(9,641) |
(6,573) |
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
Exchange losses arising on translation of foreign operations |
|
(1,035) |
(1,009) |
|
Total comprehensive loss for the period attributable to the owners of the Parent Company |
(10,676) |
(7,582) |
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
2025 |
2024 |
|
Basic loss per share |
9 |
(7.83)p |
(5.94)p |
|
Diluted loss per share |
9 |
(7.83)p |
(5.94)p |
|
Unaudited Consolidated Statement of Financial Position At 30 November 2025
|
|
2025 |
2024 |
|
|
Note |
£'000 |
£'000 |
|
Non-current assets |
|
|
|
|
Intangible assets |
10 |
66,097 |
68,406 |
|
Investments |
11 |
- |
75 |
|
Right-of-use assets |
15 |
2,003 |
3,067 |
|
Property, plant and equipment |
12 |
492 |
683 |
|
Deferred tax asset |
19 |
6,023 |
5,884 |
|
Total non-current assets |
|
74,615 |
78,115 |
|
Current assets |
|
|
|
|
Trade and other receivables |
13 |
10,634 |
9,240 |
|
Current tax receivables |
|
632 |
45 |
|
Cash and cash equivalents |
22 |
384 |
1,001 |
|
Total current assets |
|
11,650 |
10,286 |
|
Total assets |
|
86,265 |
88,401 |
|
Current liabilities |
|
|
|
|
Trade and other payables |
14 |
14,587 |
11,132 |
|
Accruals |
|
6,378 |
4,876 |
|
Contract liabilities |
16 |
17,610 |
16,139 |
|
Current tax liabilities |
|
- |
- |
|
Provisions |
23 |
- |
- |
|
Interest bearing loans and borrowings |
17,26 |
6,000 |
5,943 |
|
Lease liabilities |
15 |
1,127 |
1,107 |
|
Total current liabilities |
|
45,702 |
39,197 |
|
Non-current liabilities |
|
|
|
|
Provisions |
23 |
253 |
302 |
|
Lease liabilities |
15 |
1,055 |
2,132 |
|
Deferred tax liabilities |
19 |
3,855 |
4,086 |
|
Total non-current liabilities |
|
5,163 |
6,520 |
|
Total liabilities |
|
50,865 |
45,717 |
|
Net assets |
|
35,400 |
42,684 |
|
Equity |
|
|
|
|
Share capital |
20 |
6,921 |
6,526 |
|
Treasury shares |
|
(141) |
(141) |
|
Share premium account |
|
76,933 |
74,424 |
|
Capital redemption reserve |
|
395 |
395 |
|
Share option reserve |
|
4,005 |
3,517 |
|
Foreign exchange reserve |
|
(3,009) |
(1,974) |
|
Other reserve |
|
502 |
502 |
|
Retained loss |
|
(50,206) |
(40,565) |
|
Total equity attributable to the equity holders of the Parent Company |
|
35,400 |
42,684 |
Unaudited Consolidated Statement of Changes in Equity
Year ended 30 November 2025
|
Group
|
Share capital £'000
|
Treasury shares £'000
|
Share premium account £'000
|
Capital redemption reserve £'000
|
Share option reserve £'000
|
Foreign exchange reserve £'000
|
Other reserve £'000
|
Retained earnings £'000
|
Total £'000
|
|
At 30 November 2023 |
6,526 |
(141) |
74,424 |
395 |
2,937 |
(965) |
502 |
(33,992) |
49,686 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
(6,573) |
(6,573) |
|
Other comprehensive loss for the year |
|
|
|
|
|
(1,009) |
- |
- |
(1,009) |
|
Share-based payments |
- |
- |
- |
- |
580 |
- |
- |
- |
580 |
|
At 30 November 2024 |
6,526 |
(141) |
74,424 |
395 |
3,517 |
(1,974) |
502 |
(40,565) |
42,684 |
|
Loss for the year |
- |
- |
- |
- |
- |
- |
- |
(9,641) |
(9,641) |
|
Other comprehensive loss for the year |
|
|
|
|
|
(1,035) |
- |
- |
(1,035) |
|
Issue of share capital |
395 |
- |
2,509 |
- |
- |
- |
- |
- |
2,904 |
|
Share-based payments |
- |
- |
- |
- |
488 |
- |
- |
- |
488 |
|
At 30 November 2025 |
6,921 |
(141) |
76,933 |
395 |
4,005 |
(3,009) |
502 |
(50,206) |
35,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share capital and share premium account
When shares are issued, the nominal value of the shares is credited to the share capital reserve. Any premium paid above the nominal value is taken to the share premium account. Pulsar Group plc shares have a nominal value of 5p per share. Directly attributable transaction costs associated with the issue of equity investments are accounted for as a reduction from the share premium account.
Treasury shares
The returned shares are held in treasury and attract no voting rights. The return of shares has been accounted for in accordance with IAS 32 'Financial instruments: Presentation' such that the instruments have been deducted from equity with no gain or loss recognised in profit or loss. The balance on this reserve represents the cost to the Group of the treasury shares held.
Share option reserve
This reserve arises as a result of amounts being recognised in the consolidated statement of comprehensive income relating to share-based payment transactions granted under the Group's share option scheme. The reserve will fall as share options vest and are exercised over the life of the options.
Capital redemption reserve
This reserve arises as a result of keeping with the doctrine of capital maintenance when the Company purchases and redeems its own shares. The amounts transferred into/out from this reserve from a purchase/ redemption is equal to the amount by which share capital has been reduced/increased, when the purchase/ redemption has been financed wholly out of distributable profits, and is the amount by which the nominal value exceeds the proceeds of any new issue of share capital, when the purchase/redemption has been financed partly out of distributable profits.
Foreign exchange reserve
This reserve comprises of gains and losses arising on retranslating the net assets of overseas operations into sterling.
Other reserve
This reserve arises as a result of the difference between the fair value and the nominal value of consideration shares issued on acquisition for which merger relief is taken under S612 of the Companies Act 2006.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of the Group since inception of the business. Where subsidiary undertakings are acquired, only profits and losses arising from the date of acquisition are included.
Unaudited Consolidated statement of cash flow
Year ended 30 November 2025
|
|
Note |
2025 £'000 |
2024 £'000 |
|
Loss for the year |
|
(9,641) |
(6,573) |
|
Adjusted for: |
|
|
|
|
Taxation |
8 |
191 |
(97) |
|
Financial expense |
7 |
1,124 |
584 |
|
Financial income |
|
(18) |
(18) |
|
Depreciation and amortisation |
10,12,15 |
8,261 |
7,570 |
|
Share based payments |
|
488 |
580 |
|
Share of loss of associate |
11 |
- |
128 |
|
Gain on disposal of associate |
11 |
(62) |
(1,457) |
|
Loss on termination of lease |
15 |
- |
(372) |
|
Operating cash inflow before changes in working capital |
|
343 |
345 |
|
(Increase)/decrease in trade and other receivables |
|
(1,494) |
625 |
|
Increase/(decrease) in trade and other payables |
|
2,825 |
(2,486) |
|
Increase in accruals |
|
1,673 |
565 |
|
Increase in contract liabilities |
|
1,735 |
1,108 |
|
Decrease in provisions |
|
(49) |
(88) |
|
Net cash inflow from operations before taxation |
|
5,033 |
69 |
|
Taxation paid |
|
(219) |
(143) |
|
Net cash inflow/(outflow) from operations |
|
4,814 |
(74) |
|
Cash flows from investing Interest received |
|
18 |
18 |
|
Acquisition of property, plant and equipment |
12,15 |
(100) |
(383) |
|
Acquisition of intangible assets |
10 |
(6,018) |
(6,577) |
|
Consideration on disposal of associate |
11 |
137 |
1,418 |
|
Net cash outflow from investing |
|
(5,963) |
(5,524) |
|
Cash flows from financing |
|
|
|
|
Interest paid |
|
(1,106) |
(566) |
|
Lease liabilities paid |
|
(1,312) |
(1,013) |
|
Issue of Shares (net of expenses) |
|
2,904 |
- |
|
Drawdown of loans notes and other borrowing |
|
- |
3,000 |
|
Net cash inflow from financing |
|
486 |
1,421 |
|
Net decrease in cash and cash equivalents |
|
(663) |
(4,177) |
|
Opening cash and cash equivalents |
22 |
(1,942) |
2,248 |
|
Exchange loss on cash and cash equivalents |
|
(11) |
(13) |
|
Closing cash and cash equivalents (including overdraft) |
22,26 |
(2,616) |
(1,942) |
Notes to the Consolidated Financial Statements
1. General Information
Pulsar Group Plc ('the Company') and its subsidiaries (together the 'Group') provides advanced tools and human insight to give brands, agencies and organisations the power to anticipate, react and adapt.
The Company is a public limited company under the Companies Act 2006 and is listed on the AIM market of the London Stock Exchange and is incorporated and domiciled in the UK. The address of the Company's registered office is provided in the Directors and Advisers page of this Annual Report.
2. Accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been applied consistently to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention and on a going concern basis.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies.
This preliminary announcement was approved by the board of directors on 30 April 2026. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 30 November 2025 are expected to be available at the company's website in the coming days, and a printed version will be dispatched to shareholders thereafter.
Going concern
The Strategic Report and opening pages to the annual report discuss Pulsar Group's business activities and headline results, together with the financial statements and notes which detail the results for the year, net current liability position and cash flows for the year ended 30 November 2025. In April 2026, the Group replaced its existing £3 million shareholder loan and on-demand overdraft with new, three-year debt facilities comprising amortising and non-amortising loans of £6.0 million alongside a £2.0 million RCF, providing an additional £2m of financing to the group.
The Board has prepared a detailed financial forecast to November 2028 which demonstrates the group has sufficient funds to meet its plans and repayment requirements for at least 24 months from the signing of these accounts. Alongside this the Board has also prepared a sensitised forecast containing adverse assumptions around new business and upsell being reduced by 3.5%-4.5% and renewal rates also decreasing by 3.5 percentage points compared to expected levels, whilst additional cost reduction initiatives were not assumed. These adverse assumptions have been modelled and, if they were to crystallise, the forecasts confirm that the Group would still be able to continue to operate for at least 12 months from the date of this report As part of both the base and sensitised modelling, compliance with the covenants of the new debt facilities was also assessed and it was determined that these would be met.
The Board considers the assumptions and plausible downside scenarios that have been modelled to test going concern to be reasonable and reflective of the long-term 'software as a service' contracts and contracted recurring revenue.
The Group meets its day to day working capital requirements through its cash balance which was £384,000 at 30 November 2025. As at the date of this report, the directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Significant judgements in applying the Group's accounting policies
The areas where the Board has made critical judgements in applying the Group's accounting policies (apart from those involving estimations which are dealt with separately below) are:
A) Recognition of deferred tax assets Judgement is applied in the assessment of deferred tax assets in relation to losses to be recognised in the financial statements. As the Board has forecasted a taxable profit in EMEA in the next two years, a deferred tax asset in excess of deferred tax liabilities has been recognised in respect of this region. At 30 November 2025, the Group recognised a deferred tax asset of £6,023,000 (2024: £5,884,000) and a deferred tax liability of £3,855,000 (2024: £4,086,000). See Note 19 for further detail.
B) Capitalisation of development costs Management applies judgement when determining the value of development costs to be capitalised as an intangible asset in respect of its product development programme. Judgements include the technical feasibility, intention and availability of resources to complete the intangible asset so that the asset will be available for use or sale and assessment of likely future economic benefits. During the year, the Group capitalised £6,013,000 (2024: £6,577,000) of development costs. See Note 10 for further detail.
C) Identification of cash generating units for goodwill impairment testing Judgement is applied in the identification of cash-generating units ("CGUs"). The Directors have judged that the primary CGUs used for impairment testing should be: EMEA & NA, comprising AIMediaData Limited, Access Intelligence Media and Communications Limited, ResponseSource Ltd, Vuelio Australia Pty Limited, Fenix Media Limited and Face US Inc; and APAC, comprising the acquired Isentia entities. See Note 10 for further detail.
D) Non-recurring administrative expenses Due to the Group's activity in recent years, there are a number of items which require judgement to be applied in determining whether they are non-recurring in nature. In the current year these relate largely to: restructuring costs, duplicate software costs and non-core roles. See Note 5 for further detail.
E) Control of associates During 2024, the Group sold a 20% holding in Track Record Holdings Limited, leaving a 1.4% stake. The remaining holding was no longer considered an associate. During 2025 the remaining 1.4% stake was sold.
Significant estimates in applying the Group's accounting policies
The areas where the Board has made significant estimates and assumptions in applying the Group's accounting policies which could have a material impact on the financial statements are:
A) Carrying value of goodwill The Group uses forecast cash flow information and estimates of future growth to assess whether goodwill is impaired. Key assumptions include the EBITDA margin allocated to each CGU, the growth rate to perpetuity and the discount rate. If the results of an operation in future years are adverse to the estimates used for impairment testing, impairment may be triggered at that point. Further details, including sensitivity testing, are included within Note 10.
B) Time spent on capitalisable activities The determination of the value of capitalised development costs associated with employee salaries and related expenses is based on an estimation of the time allocated by employees to activities that fulfil the criteria specified in IAS 38.
New standards and interpretations
The adoption of the following mentioned amendments in the current year have not had a material impact on the Group's/Company's financial statements.
· IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information (1 January 2024)
· IFRS S2 Climate-related Disclosures (1 January 2024)
· Amendments to IAS 1 : Classification of liabilities as current or non-current (1 January 2024)
· Amendments to IFRS 16 : Lease Liability in a Sale and Leaseback (1 January 2024)
· Amendments to IAS 1 : Non-current Liabilities with Covenants (1 January 2024)
· Lack of exchangeability (Amendment to IAS 21 The Effects of Changes in Foreign Exchange Rates) (1 January 2025)
New standards, amendments and interpretations issued but not yet effective
At the date of authorisation of the financial statements, the Group has not early adopted the following amendments to Standards and Interpretations that have been issued but are not yet effective:
· Amendments to the classification and measurement of financial instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial instruments disclosures) (1 January 2026)
· Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7) (1 January 2026)
· Amendments to IFRS 18 presentation and disclosure in financial statements (1 January 2027)
· IFRS 19 subsidiaries without Public Accountability: disclosures (1 January 2027)
These Standards and amendments are effective from accounting periods beginning on or after the dates shown above. The directors do not expect any material impact as a result of adopting the standards and amendments listed above in the financial year they become effective.
Basis of consolidation
The Group financial statements comprise the financial statements of the Company and all of its subsidiary undertakings made up to the financial year-end. Subsidiaries are entities that are controlled by the Group. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The results of subsidiary undertakings acquired or disposed of in the year are included in the Group statement of comprehensive income from the effective date of acquisition or to the effective date of disposal. Accounting policies are consistently applied throughout the Group. Inter-company balances and transactions have been eliminated. Material profits from inter-company sales, to the extent that they are not yet realised outside the Group, have also been eliminated.
Where the Group has the power to participate in (but not control) the financial and operating policy decisions of another entity, it is classified as an associate. Investments in associates are accounted for using the equity method of accounting after initially being recognised at cost.
Under the equity method of accounting, the Group's investments in associates are initially recognised at cost and adjusted thereafter to recognize the Group's share of post-acquisition profits and losses and other comprehensive income in the consolidated statement of profit and loss and other comprehensive income. Dividends received or receivable from associates are recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses unless it has incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group's interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.
Foreign currency translation
The individual financial statements of each Group company are presented in the currency of the primary economic environment in which it operates (its functional currency).
In preparing the financial statements of the individual companies, transactions in currencies other than the entity's functional currency (foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date.
Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are charged to the consolidated statement of comprehensive income.
Business combinations
In accordance with IFRS 3 "Business Combinations", the fair value of consideration paid for a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control. The assets, liabilities and contingent liabilities of the acquired entity are measured at fair value as at the acquisition date. When the initial accounting for a business combination is determined, it is done so on a provisional basis with any adjustments to these provisional values made within 12 months of the acquisition date and are effective as at the acquisition date.
To the extent that deferred consideration is payable as part of the acquisition cost and is payable after one year from the acquisition date, the deferred consideration is discounted at an appropriate interest rate and, accordingly, carried at net present value in the consolidated balance sheet. The discount component is then unwound as an interest charge in the consolidated statement of comprehensive income over the life of the obligation.
Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, the Group accrues the fair value of the additional consideration payable as a liability at acquisition date. This amount is reassessed at each subsequent reporting date with any adjustments recognised in the consolidated statement of comprehensive income.
Transaction costs are expensed to the statement of comprehensive income as incurred. Acquisition-related employment costs are accrued over the period in which the related services are received and are recorded as exceptional costs.
Revenue
Revenue represents the amounts derived from the provision of services, stated net of Value Added Tax. The methodology applied to income recognition is dependent upon the services being supplied.
In respect of income relating to annual or multi-year service contracts and/or hosted services which are invoiced in advance, it is the Group's policy to recognise revenue on a straight-line basis over the period of the contract. This is considered a faithful depiction of the transfer of services to the customer because they are provided access to the Group's software for the duration of the contract period. The full value of each sale is credited to contract liabilities when invoiced to be released to the statement of comprehensive income in equal instalments over the contract period.
During the course of a customer's relationship with the Group, their system may be upgraded. These upgrades can be separated into two distinct types:
1. Specific upgrades, i.e. moving from an old legacy system to one of the Group's latest products. This would require the migration of the customer's data from the old system and the set-up of their new system; and
2. Non-specific upgrades, i.e. enhancements to customers' systems as a result of internal development effort to improve the stability or functionality of the platform for all customers.
3.
Customers do not have a contractual right to non-specific upgrades and therefore, the provision of these non-specific upgrades are accounted for as part of the related service contract as explained above. For specific upgrades, customers are required to purchase these separately through signing a new contract which sets out the one-off professional service fee for the upgrade to cover migration costs and any increase in their annual subscription fee. The provision of this specific upgrade is therefore, accounted for as a separate service contract as explained above. The Group does not have any further obligations that it would have to provide for under the subscription arrangements.
In respect of income derived from the provision of research and insights projects, which are based on fixed price contracts with specified performance obligations and for which customers are invoiced based on a payment schedule over the term of the contract, it is the Group's policy to recognise revenue to reflect the benefit received by the customer. The proportion of revenue recognised is based on the output method using milestones completed, such as the delivery of insight reports to a customer.
The Group does not have any further obligations that it would have to provide for under its arrangements for provision of research and insights projects.
Cost of sales
Cost of sales comprises third party costs directly related to the provision of services to customers.
Non-IFRS Key performance indicators
The Group uses EBITDA and Adjusted EBITDA as the Directors believe the disclosure provides additional information on the core operational performance of the Group. For more information and definition, please see the Strategic Report.
Leases
All leases are considered under IFRS 16. A right of use asset and lease liability are recognised in the Consolidated Statement of Financial Position. The right of use asset is amortised on a straight-line basis to the consolidated statement of comprehensive income. Lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. The interest expense is recognised in the consolidated statement of comprehensive income. Where leases are modified the right of use asset and lease liability are remeasured at the date of modification to account for the modification.
Finance income and finance expenses
Finance income and finance expenses are recognised in profit or loss as they accrue, using the effective interest method. Finance income relates to interest income on the Group's bank account balances.
Interest payable comprises interest payable or finance charges on loans classified as liabilities.
Dividend distributions
Dividend distributions are recognised as transactions with owners on payment when liability to pay is established.
Intangible assets - Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets and contingent liabilities acquired. Identifiable intangible assets are those which can be sold separately or which arise from legal rights regardless of whether those rights are separable.
Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is allocated to cash generating units and is not amortised, but is tested annually for impairment.
If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in profit or loss.
Intangible assets - research and development expenditure
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an intangible asset when the Group can demonstrate:
· the technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
· its intention to complete and its ability and intention to use or sell the asset;
· how the asset will generate future economic benefits;
· the availability of resources to complete the asset; and
· the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins from the date development is complete and the asset is available for use, which may be before first sale. It is amortised over the period of expected future benefit. Amortisation is charged to the consolidated statement of comprehensive income. During the period of development, the asset is tested for impairment annually.
In 2025 there were nineteen (2024: Twenty-eight) capitalised development projects. The projects undertaken in the current and prior year relate to the development of new functionality within the Vuelio and Pulsar platforms. The directors assessed the capitalisation criteria of its internally generated material intangible assets through a review of the output of the work performed, the specific costs proposed for capitalisation, the likely completion of the work and the likely future benefits to be generated from the work.
The directors assess the useful life of the completed capitalised development projects to be five years from the date of the first sale or when benefits begin to be realised and amortisation will begin at that time.
Intangible assets - database
On acquisition of businesses in prior years, a fair value was calculated in respect of the PR and media contacts databases acquired. Subsequent expenditure on maintaining this database is expensed as incurred. Amortisation is calculated on a straight-line basis over the estimated useful economic life of the database. It is the directors' view that this useful economic life is three years based on the level of ongoing investment required to maintain the quality of data in the database.
Intangible assets - customer relationships
On acquisition of businesses in the current and prior years, a fair value was calculated in respect of the customer relationships acquired. Amortisation is calculated on a straight-line basis over the estimated useful economic life of the customer relationships. It is the directors' view that this useful economic life is up to 14 years, based on known and forecast customer retention rates.
Intangible assets - brand values
Acquired brands, which are controlled through custody or legal rights and could be sold separately from the rest of the Group's businesses, are capitalised where fair value can be reliably measured. The Group applies a straight-line amortisation policy on all brand values. The conclusion is that a realistic life for the brand equity would be up to a 'generation' or 20 years. Where there is an indication of impairment, the directors will perform an impairment review by analysing the future discounted cash flows over the remaining life of the brand asset to determine whether impairment is required.
Software licences
Software licences include software that is not integral to a related item of hardware. These items are stated at cost less accumulated amortisation and any impairment. Amortisation is calculated on a straight-line basis over the estimated useful economic life.
Although perpetual licences are maintained under support and maintenance agreements, a useful economic life of five years has been determined.
Impairment of non-financial assets
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the profit or loss within non-recurring admin expenses. Impairment losses recognised in respect of cash-generating units are allocated first to the carrying amount of the goodwill allocated to that cash-generating unit and then to the carrying amount of the other assets in the unit on a pro rata basis, applied in priority to non-current assets ahead of more liquid items. A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.
Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL). The measurement basis is determined by reference to both the business model for managing the financial asset and the contractual cash flow characteristics of the financial asset. The Group's financial assets comprise of trade and other receivables and cash and cash equivalents.
Trade receivables
Trade receivables are measured at amortised cost and are carried at the original invoice amount less allowances for expected credit losses.
Expected credit losses are calculated in accordance with the simplified approach permitted by IFRS 9, using a provision matrix applying lifetime historical credit loss experience to the trade receivables.
The expected credit loss rate varies depending on whether, and the extent to which, settlement of the trade receivables is overdue and it is also adjusted as appropriate to reflect current economic conditions and estimates of future conditions. For the purpose of determining credit loss rates, customers are classified into groupings that have similar loss patterns. The key drivers of the loss rate are the aging of the debtor, the geographic location and the Company sector (public vs private). When a trade receivable is determined to have no reasonable expectation of recovery it is written off, firstly against any expected credit loss allowance available and then to the statement of comprehensive income. Subsequent recoveries of amounts previously provided for or written off are credited to the statement of comprehensive income. Long-term receivables are discounted where the effect is material.
Cash and cash equivalents
Cash held in deposit accounts is measured at amortised cost.
Financial liabilities
The Group's financial liabilities consist of trade payables, loans and borrowings, and other financial liabilities. Trade payables are non-interest bearing. Trade payables initially recognised at their fair value and subsequently measured at amortized cost. Loans and borrowings and other financial liabilities, are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. Interest expense is measured on an effective interest rate basis and recognised in the statement of comprehensive income over the relevant period.
Provisions
Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past event, it is probable that the obligation will be required to be settled, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Provisions are discounted when the time value of money is material.
Deferred income
The Group's customer contracts include a diverse range of payment schedules dependent upon the nature and type of services being provided. The Group often agrees payment schedules at the inception of long-term contracts under which it receives payments throughout the term of contracts. These payment schedules may include progress payments as well as regular monthly or quarterly payments for ongoing service delivery. Payments for transactional services may be at delivery date, in arrears or in advance.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the Group transfers goods or services to the customer, a contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Group performs under the contract. The aggregate amount is disclosed in Note 16.
Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination, and differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date.
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future, against which the reversal of temporary differences can be deducted. Recognition, therefore, involves judgement regarding the future financial performance of the particular legal entity or tax group in which the deferred tax asset has been recognised. Historical differences between forecast and actual taxable profits have not resulted in material adjustments to the recognition of deferred tax assets.
Research and development tax credit
Companies within the Group may be entitled to claim special tax allowances in relation to qualifying research and development (R&D) expenditure (e.g. R&D tax credits). The Group accounts for such allowances as tax credits, which means that they are recognised when it is probable that the benefit will flow to the Group and that benefit can be reliably measured. They are claimed through the research and development expenditure credit (RDEC) tax credit scheme and recognised in the financial statements through non-recurring administrative expenses on the income statement and Trade and other receivables on the balance sheet, until the cash is received.
Share-based payments
The Group issues equity-settled share-based payments to certain employees. These equity-settled share-based payments are measured at fair-value at the date of the grant. The fair value as determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. Fair value is measured by use of the Monte Carlo method. The charges to profit or loss are recognised in the subsidiary employing the individual concerned.
Employee benefits
Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are not managed by the Group and are held separately from those of the Group. The annual contributions payable are charged to the statement of comprehensive income when they fall due for payment.
3. Revenue
The Group's revenue is primarily derived from the rendering of services. The Group's revenue was generated from the following territories:
|
|
2025 £'000 |
2024 £'000 |
|
United Kingdom |
22,912 |
22,253 |
|
North America |
3,250 |
3,360 |
|
Europe excluding UK |
3,588 |
3,300 |
|
Australia and New Zealand |
22,900 |
25,379 |
|
Asia |
8,238 |
7,451 |
|
Rest of the world |
287 |
254 |
|
TOTAL |
61,175 |
61,997 |
4. Segment reporting
Segment information is presented in respect of the Group's operating segments which are based upon the Group's management and internal business reporting. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly head office expenses. No single customer generates more than 10% of the Group's revenue.
The Group operating segments have been decided upon according to the geographic markets in which they operate being the information provided to the Chief Executive Officer and the Board, given both regions provide the same products and services. EMEA & NA covers the United Kingdom, Europe and North America. APAC covers Australia, New Zealand and South East Asia.
The segment information for the year ended 30 November 2025, is as follows:
|
|
EMEA & NA |
APAC |
Total |
|
2025 |
£'000 |
£'000 |
£'000 |
|
External revenue |
30,115 |
31,060 |
61,175 |
|
Adjusted EBITDA |
640 |
9,749 |
10,389 |
|
Non-recurring costs |
(2,365) |
(7,278) |
(9,643) |
|
Unrealised fx gains and losses |
(332) |
(71) |
(403) |
|
Share of loss of associate |
- |
- |
- |
|
Gain on sale of associate |
62 |
- |
62 |
|
Share-based payments |
(338) |
(150) |
(488) |
|
Depreciation and amortisation |
(4,176) |
(4,085) |
(8,261) |
|
Financial income |
11 |
7 |
18 |
|
Financial expense |
(55) |
(1,069) |
(1,124) |
|
Taxation |
78 |
(269) |
(191) |
|
Loss After Tax |
(6,475) |
(3,166) |
(9,641) |
|
Reportable segment assets |
31,148 |
55,118 |
86,266 |
|
Reportable segment liabilities |
29,680 |
21,185 |
50,865 |
|
Other information: Additions to intangible assets |
3,957 |
2,061 |
6,018 |
|
Other information: Additions to property, plant and equipment |
42 |
58 |
100 |
The segment information for the year ended 30 November 2024, is as follows:
|
|
EMEA & NA |
APAC |
Total |
|
2024 |
£'000 |
£'000 |
£'000 |
|
External revenue |
29,250 |
32,747 |
61,997 |
|
Adjusted EBITDA |
2,456 |
6,823 |
9,279 |
|
Non-recurring costs |
(1,806) |
(6,755) |
(8,561) |
|
Share of loss of associate |
(128) |
- |
(128) |
|
Gain on sale of associate |
1,457 |
- |
1,457 |
|
Share-based payments |
(484) |
(96) |
(580) |
|
Depreciation and amortisation |
(3,177) |
(4,394) |
(7,571) |
|
Financial income |
10 |
8 |
18 |
|
Financial expense |
489 |
(1,073) |
(584) |
|
Taxation |
128 |
(31) |
97 |
|
Loss After Tax |
(1,055) |
(5,518) |
(6,573) |
|
Reportable segment assets |
28,843 |
59,558 |
88,401 |
|
Reportable segment liabilities |
26,086 |
19,631 |
45,717 |
|
Other information: Additions to intangible assets |
4,350 |
2,227 |
6,577 |
|
Other information: Additions to property, plant and equipment |
135 |
94 |
229 |
5. Operating loss
|
Operating loss is stated after charging: |
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Employee benefit expenses before capitalised costs |
24,497 |
28,971 |
|
Depreciation of property, plant and equipment |
273 |
308 |
|
Depreciation charge |
1,322 |
1,370 |
|
Amortisation of development costs |
4,974 |
4,122 |
|
Amortisation of acquired software platforms |
670 |
682 |
|
Amortisation of brand values |
202 |
208 |
|
Amortisation of software licences |
38 |
64 |
|
Amortisation of customer list |
782 |
816 |
|
Loss on foreign currency translation |
444 |
89 |
|
Non-recurring items (see below) |
9,643 |
8,561 |
|
Auditor's remuneration (see below) |
513 |
626 |
|
Research and development and other technical expenditure (a further £6,013,000 (2024: £6,577,000) was capitalised) |
1,548 |
5,348 |
|
Increase in expected credit loss provision |
72 |
279 |
|
Non-recurring items* The non-recurring costs are made up of the following: |
|
|
|
Non-recurring salary costs - integration and restructuring |
8,121 |
6,101 |
|
Non-recurring duplicated technology costs |
1,354 |
2,050 |
|
Non-recurring copyright related expense |
(115) |
- |
|
Non-recurring expense - other |
283 |
410 |
|
TOTAL |
9,643 |
8,561 |
|
*Explained within the strategic report
Auditor's remuneration is further analysed as: |
|
|
|
|
|
|
|
Fees payable to the Company's auditor for the audit of the Company's annual accounts |
200 |
278 |
|
The audit of the Company's subsidiaries, pursuant to legislation |
313 |
348 |
|
TOTAL |
513 |
626 |
6. Particulars of employees
The average number of persons (including directors) employed by the Group during the year was:
|
|
2025 |
2024 |
|
|
|
Technical and support |
145 |
145 |
|
|
|
Commercial |
682 |
719 |
|
|
|
Finance and administration |
68 |
68 |
|
|
|
|
895 |
932 |
|
|
Costs incurred in respect of these employees were:
|
|
2025 £'000 |
2024 £'000 |
|
|
|
Wages and salaries costs |
20,271 |
23,584 |
|
|
|
Social security costs |
1,460 |
1,492 |
|
|
|
Pension costs |
1,509 |
1,717 |
|
|
|
Health insurance |
176 |
224 |
|
|
|
Employee benefits |
1,029 |
1,875 |
|
|
|
Compensation for loss of office |
635 |
281 |
|
|
|
|
25,080 |
29,173 |
|
|
The compensation for loss of office charge of £635,000 (2024: £281,000) relates to 131 employees (2024: 70) who were made redundant during the year.
The reportable key management personnel are considered to be comprised of the Company directors, the remuneration for whose services during the year is detailed below.
|
Directors' remuneration |
Salaries £ |
Fees £ |
2025 £ |
2024 £ |
|
|
|
Executive Directors |
|
|
|
|
|
|
|
J Arnold |
400,000 |
- |
400,000 |
391,667 |
|
|
|
M Fautley |
250,000 |
- |
250,000 |
229,167 |
|
|
|
Non-Executive Directors |
|
|
|
|
|
|
|
C Satterthwaite |
80,000 |
- |
80,000 |
70,000 |
|
|
|
C Pilling |
40,000 |
- |
40,000 |
35,000 |
|
|
|
L Gilbert |
- |
- |
- |
27,500 |
|
|
|
S Vawda |
55,000 |
- |
55,000 |
48,125 |
|
|
|
M Royde |
- |
40,000 |
40,000 |
13,333 |
|
|
|
TOTAL |
825,000 |
40,000 |
865,000 |
814,792 |
|
|
L Gilbert resigned on the 29 August 2024.
J Arnold received payments into a personal retirement money purchase pension scheme during the year of £40,000 (2024: £40,000).
M Fautley received health insurance benefits during the year of £1,758 (2024: £1,345). M Fautley received payments
into a personal retirement money purchase pension scheme during the year of £Nil (2024: £Nil) and pension allowance
of £21,961 (2024: £21,961). No other directors received any other benefits other than those detailed above.
The directors who have served during the year and details of their interests, including family interests, in the
Company's ordinary 5p shares at 30 November 2025 are disclosed below:
|
|
30 Nov 25 Beneficial No. |
Share options granted |
30 Nov 25 Options No. |
30 Nov 24 Beneficial No. |
Share options granted |
30 Nov 24 Options No. |
|
J Arnold |
793,754 |
- |
3,457,106 |
754,281 |
1,857,106 |
3,457,106 |
|
C Satterthwaite |
120,911 |
- |
39,603 |
94,596 |
- |
39,603 |
|
M Fautley |
119,284 |
- |
1,560,691 |
79,811 |
1,160,691 |
1,560,691 |
|
C Pilling |
50,000 |
- |
19,801 |
50,000 |
- |
19,801 |
|
M Royde |
- |
- |
- |
- |
- |
- |
|
S Vawda* |
29,823 |
- |
19,801 |
16,666 |
- |
19,801 |
|
TOTAL |
1,113,772 |
- |
5,097,002 |
995,354 |
3,017,797 |
5,097,002 |
*Shares held by Vawda Associates, a company owned by S Vawda (80%), A Oomerjee (10%) and A Vawda-Oomerjee (10%).
|
7. Financial expense |
|
|
|
|
2025 £'000 |
2024 £'000 |
|
Interest charge in respect of lease liabilities |
177 |
198 |
|
Interest on bank loans |
813 |
344 |
|
Other interest |
134 |
42 |
|
Total financial expense |
1,124 |
584 |
|
8. Taxation |
2025 £'000 |
2024 £'000 |
|
|
|
Current income tax |
|
|
|
|
|
UK corporation tax credit for the year |
84 |
90 |
|
|
|
Adjustment in respect of prior year |
201 |
(136) |
|
|
|
Double Taxation Relief |
(84) |
(90) |
|
|
|
Foreign taxation |
209 |
160 |
|
|
|
Adjustment in respect of prior periods (foreign tax) |
156 |
26 |
|
|
|
Total current income tax credit |
566 |
50 |
|
|
|
Deferred tax (Note 19) |
|
|
|
|
|
Origination and reversal of temporary differences |
(600) |
592 |
|
|
|
Adjustments in respect of prior periods |
225 |
(739) |
|
|
|
Total deferred tax |
(375) |
(147) |
|
|
|
Total tax credit |
191 |
(97) |
|
|
As shown below the tax assessed on the loss on ordinary activities for the year is higher than (2024: lower than)
the standard rate of corporation tax in the UK of 25% (2024: 25%).
|
The differences are explained as follows: |
2025 |
2024 |
|
|
|
Factors affecting tax charge/(credit) |
£'000 |
£'000 |
|
|
|
Loss on ordinary activities before tax |
(9,450) |
(6,670) |
|
|
|
Loss on ordinary activities multiplied by effective rate of tax |
(2,361) |
(1,934) |
|
|
|
Items not deductible for tax purposes |
325 |
(10) |
|
|
|
Adjustment in respect of prior years |
790 |
(875) |
|
|
|
Additional R&D claim CTA 2009 |
14 |
(271) |
|
|
|
Difference in tax rates |
(188) |
- |
|
|
|
Deferred tax not recognised |
1,611 |
2,993 |
|
|
|
Total tax charge/(credit) |
191 |
(97) |
|
|
Factors that may affect future tax expenses: The corporation tax rate of 25% remains the same from 1 April 2024.
9. Earnings per share
In 2025 and 2024 potential ordinary shares from the share option schemes have an anti-dilutive effect due to the Group being in a loss making position. As a result, dilutive loss per share is disclosed as the same value as basic loss per share. This has been computed as follows:
|
Numerator |
2025 £'000 |
2024 £'000 |
|
|
|
|
Loss for the year and earnings used in basic EPS |
(10,682) |
(7,582) |
|
|
|
|
Earnings used in diluted EPS |
(10,682) |
(7,582) |
|
|
|
|
Denominator |
|
|
|
|
|
|
Weighted average number of shares used in basic EPS ('000) |
136,334 |
127,699 |
|
|
|
|
Effects of: |
|
|
|
|
|
|
Dilutive effect of options |
N/A |
N/A |
|
|
|
|
Dilutive effect of loan note conversion |
N/A |
N/A |
|
|
|
|
Weighted average number of shares used in diluted EPS ('000) |
136,334 |
127,699 |
|
|
|
|
Basic loss per share (pence) |
(7.84) |
(5.94) |
|
|
|
|
Diluted loss per share for the year (pence) |
(7.84) |
(5.94) |
|
|
|
The total number of options or warrants granted at 30 November 2025 of 13,368,785 (2024: 13,815,746), would generate £3,536,699 (2024: £3,436,353) in cash if exercised. At 30 November 2025, 4,408,805 options (2024: 1,644,084) were priced above the mid-market closing price of 35p per share (2024: 59p per share) and 8,959,980 (2024: 12,171,662) were below. Of the options and warrants at 30 November 2025, 11,978,304 (2024: 12,425,265) staff options and 1,390,481 (2024: 1,390,481) warrants were eligible for exercising. The warrants are priced at 27.5p per share held by Elderstreet VCT plc and other individuals consequent to an initial investment in the Company in October 2008.
10. Intangible fixed assets
|
|
Brand value |
Goodwill |
Development costs and acquired software |
Software Licenses |
Database |
Customer relationships |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
|
|
|
At 30 November 2023 |
2,924 |
37,094 |
34,750 |
637 |
1,290 |
11,723 |
88,418 |
|
Capitalised during the year |
- |
- |
6,577 |
- |
- |
- |
6,577 |
|
Foreign exchange movement |
(15) |
(546) |
(270) |
26 |
- |
(194) |
(999) |
|
At 30 November 2024 |
2,909 |
36,548 |
41,057 |
663 |
1,290 |
11,529 |
93,996 |
|
Capitalised during the year |
- |
- |
6,013 |
5 |
- |
- |
6,018 |
|
Foreign exchange movement |
(25) |
(998) |
(502) |
30 |
- |
(352) |
(1,847) |
|
At 30 November 2025 |
2,884 |
35,550 |
46,568 |
698 |
1,290 |
11,177 |
98,167 |
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
At 30 November 2023 |
1,374 |
- |
13,595 |
515 |
1,290 |
3,023 |
19,797 |
|
Charge for the year |
208 |
- |
4,804 |
64 |
- |
816 |
5,892 |
|
Foreign exchange movement |
(6) |
- |
(68) |
25 |
- |
(50) |
(99) |
|
At 30 November 2024 |
1,576 |
- |
18,331 |
604 |
1,290 |
3,789 |
25,590 |
|
Charge for the year |
202 |
- |
5,644 |
38 |
- |
782 |
6,666 |
|
Foreign exchange movement |
(11) |
- |
(113) |
29 |
- |
(91) |
(186) |
|
At 30 November 2025 |
1,767 |
- |
23,862 |
671 |
1,290 |
4,480 |
32,070 |
|
Net Book Value |
|
|
|
|
|
|
|
|
At 30 November 2025 |
1,117 |
35,550 |
22,706 |
27 |
- |
6,697 |
66,097 |
|
At 30 November 2024 |
1,333 |
36,548 |
22,726 |
59 |
- |
7,740 |
68,406 |
Brand value, Goodwill, Database, Customer relationships and acquired software platforms are acquisition related intangibles. Of the £5,644,000 (2024: £4,804,000) amortisation charge on Development costs and acquired software platforms, £670,000 (2024: £683,000) relates to acquired software platforms, bringing the total amortisation on acquisition related intangibles to £1,654,000 (2024: £1,707,000). Amortisation on internally generated intangibles totals £5,012,000 (2024: £4,186,000).
The carrying value of individually material intangible assets are as follows:
|
|
Carrying amount |
|
|
Brand |
2025 £'000 |
2024 £'000 |
|
Access Intelligence Media and Communications |
300 |
360 |
|
ResponseSource |
198 |
213 |
|
Pulsar |
334 |
358 |
|
Isentia |
285 |
411 |
|
Development costs and acquired software platforms |
|
|
|
AIMediaData - Vuelio Platform Development |
5,967 |
5,419 |
|
ResponseSource - Platform Development |
- |
- |
|
Pulsar - Platform Development |
7,008 |
6,278 |
|
Isentia - Platform Development |
9,731 |
10,455 |
|
Customer relationships |
|
|
|
ResponseSource - Acquired Customer Relationships |
240 |
365 |
|
Isentia - Acquired Customer Relationships |
6,457 |
7,523 |
For the purposes of impairment testing, goodwill is allocated to the Group's CGUs which are the lowest level within the Group at which goodwill is monitored.
The carrying value of goodwill allocated to CGUs within the Group is:
|
|
2025 |
2024 |
|
Goodwill |
£'000 |
£'000 |
|
EMEA & NA |
7,740 |
7,740 |
|
APAC |
27,810 |
28,808 |
At the reporting date, impairment tests were undertaken by comparing the carrying values of CGUs with their recoverable amounts. The recoverable amounts of the CGUs are based on value-in-use calculations. These calculations use pre-tax cash flow projections covering a five-year period based on approved budgets and forecasts in the first three years, followed by applying specific growth rates for which the key assumptions in respect of annual revenue growth
rates of 5.0% in years 4 to 5 and 3.0% thereafter.
The key assumptions used for value-in-use calculations are those regarding revenue growth rates and discount
rates over the forecast period. Growth rates are based on past experience, the anticipated impact of the CGUs significant investment in research and development, and expectations of future changes in the market.
The pre-tax discount rates used for both the EMEA & NA and APAC CGUs was 14.5%, based on an assessment of the Group's cost of capital and on comparison with other listed technology companies.
The terminal growth rate used for the purposes of goodwill impairment assessments was 2.0% for EMEA & NA and 2.5% for APAC. The Board considered that no impairment to goodwill is necessary based on the value-in-use reviews of EMEA & NA or APAC as the value-in-use calculations exceeded the carrying values of goodwill relating to those companies.
Sensitivity analysis has been performed on reasonably possible changes in assumptions upon which recoverable amounts have been estimated. Based on the sensitivity analysis, a reduction of 58.0% in EBITDA delivered by EMEA & NA would result in the carrying value of its CGU being equal to the recoverable amount. For APAC, a 19.8% reduction in EBITDA would result in the carrying value of its CGU being equal to the recoverable amount.
For EMEA & NA, a 36.6% percentage point increase in the discount rate would result in the carrying value of its CGU being equal to the recoverable amount. For APAC, a 2.8% percentage point increase in the discount rate would result in the carrying value of its CGU being equal to the recoverable amount.
Other impairments
Other intangible assets are tested for impairment if indicators of an impairment exist. Such indicators include performance falling short of expectation.
The directors considered that there were no indicators of impairment relating to the intangible fixed assets at 30 November 2025.
11. Investment in associate
|
|
2025 £'000 |
2024 £'000 |
|
Cost |
|
|
|
At 1 December |
75 |
1,872 |
|
Additions |
- |
75 |
|
Disposals |
(75) |
(1,872) |
|
At 30 November |
- |
75 |
|
Share of loss of associate and impairment |
|
|
|
At 1 December |
- |
1,608 |
|
Share of loss of associate |
- |
128 |
|
Disposal |
- |
(1,736) |
|
At 30 November |
- |
- |
|
Net Book Value |
|
|
|
At 1 December |
75 |
264 |
|
At 30 November |
- |
75 |
During the year ended 30 November 2024, 20.3% of the shares in TrackRecord holdings Limited were sold by the group for £1,419,000, leaving 1.4% at a carrying value of £75,000.
During FY24 the shareholding in TrackRecord Holdings Limited was treated as an investment as the Group is not able to exercise control over the Company due to only having a 1.4% shareholding.
During FY25 the Group sold its remaining shares in TrackRecord Holdings Limited and the loan was repaid. Profit on sale of associate was £62,000.
12. Property, plant and equipment
|
|
Fixtures, fitting and equipment |
Leasehold improvements |
Total |
||
|
£'000 |
£'000 |
£'000 |
|||
|
Cost |
|
|
|
||
|
At 30 November 2023 |
1,607 |
375 |
1,982 |
||
|
Additions |
83 |
146 |
229 |
||
|
Disposals |
(94) |
(90) |
(184) |
||
|
Foreign exchange movement |
(50) |
(25) |
(75) |
||
|
At 30 November 2024 |
1,546 |
406 |
1,952 |
||
|
Additions |
98 |
2 |
100 |
||
|
Disposals |
(92) |
694 |
602 |
||
|
Foreign exchange movement |
(67) |
(38) |
(105) |
||
|
At 30 November 2025 |
1,485 |
1,064 |
2,549 |
||
|
Depreciation and impairment |
|
|
|
||
|
At 1 December 2023 |
1,129 |
60 |
1,189 |
||
|
Charge for the year |
223 |
85 |
308 |
||
|
Disposals |
(91) |
(85) |
(176) |
||
|
Foreign exchange movement |
(34) |
(18) |
(52) |
||
|
At 30 November 2024 |
1,227 |
42 |
1,269 |
||
|
Charge for the year |
159 |
114 |
273 |
||
|
Disposals |
(93) |
693 |
600 |
||
|
Foreign exchange movement |
(57) |
(28) |
(85) |
||
|
At 30 November 2025 |
1,236 |
821 |
2,057 |
||
|
Net Book Value |
|
|
|
||
|
At 30 November 2025 |
249 |
243 |
492 |
||
|
At 30 November 2024 |
319 |
364 |
683 |
||
|
13. Trade and other receivables |
|
||||
|
|
2025 £'000 |
2024 £'000 |
|||
|
Current assets |
|
|
|||
|
Trade receivables |
5,405 |
5,003 |
|||
|
Less: provision for impairment of trade receivables |
(91) |
(172) |
|||
|
Trade receivables - net |
5,314 |
4,831 |
|||
|
Prepayments |
2,405 |
1,862 |
|||
|
Commission prepayments |
1,553 |
1,994 |
|||
|
Other receivables |
1,362 |
553 |
|||
|
|
10,634 |
9,240 |
|||
All trade receivables are reviewed by management and are considered collectable. The ageing of trade receivables which are past due and not impaired is as follows:
|
|
2025 £'000 |
2024 £'000 |
|
Days outstanding |
|
|
|
31-60 days |
270 |
306 |
|
61-90 days |
176 |
24 |
|
91-180 days |
259 |
158 |
|
|
705 |
488 |
|
Movements on the Group provision for impairment of trade receivables are as follows: |
|
|
|
|
2025 £'000 |
2024 £'000 |
|
At 1 December |
172 |
265 |
|
Increase in provision |
72 |
279 |
|
Write-offs in year |
(153) |
(372) |
|
At 30 November |
91 |
172 |
As in the prior year, the Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss provision to reflect the risk of default on trade receivables. Default is defined as a situation in which a customer does not pay amounts that it owes to the Group and may occur due to a number of reasons, including the financial health of the customer or where the customer disputes the amount owed and it is not considered to be economical to recover the amount through a legal process.
To calculate the credit loss provision, trade receivables have been split into different categories along three lines: region, aging and public/private sector. The expected loss rates applied to these categories are as follows;
· Region - 0.7% to 8.5%
· Aging - 0.5% to 10%
· Public/Private - 0.8%/1.8%
The expected loss rates are based on the Group's historical credit losses experienced over the three year period prior to the period end. The historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers.
The creation and release of a provision for impaired receivables has been included in 'administrative expenses' in the consolidated statement of comprehensive income. Amounts charged to the allowance account are generally written off, where there is no expectation of recovering additional cash.
The other asset classes within trade and other receivables do not contain impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above together with our cash deposits totalling £384,000 (2023: £1,001,000). The Group does not hold any collateral as security.
Credit risk is a judgement made by management based on sector and necessary allowances are made when needed by assessing changes in our customers' credit profiles and credit ratings.
|
14. Trade and other payables |
|
|
|
Due within one year |
2025 £'000 |
2024 £'000 |
|
Trade and other payables |
11,987 |
9,781 |
|
Other taxes and social security costs |
796 |
349 |
|
RDEC deferred grant income |
680 |
354 |
|
VAT payable |
1,124 |
648 |
|
|
14,587 |
11,132 |
15. Leases
Group as a lessee
The Group leases a number of properties in the jurisdictions from which it operates.
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the period:
|
Right-of-use assets |
Land & buildings £'000s |
|
||
|
At 30 November 2023 |
2,190 |
|
||
|
Additions |
1,870 |
|
||
|
Depreciation charge |
(1,370) |
|
||
|
Disposals |
(312) |
|
||
|
Lease modification |
721 |
|
||
|
Foreign exchange movements |
(32) |
|
||
|
At 30 November 2024 |
3,067 |
|
||
|
Additions |
- |
|
||
|
Depreciation charge |
(1,322) |
|
||
|
Disposals |
- |
|
||
|
Lease modification |
313 |
|
||
|
Foreign exchange movements |
(55) |
|
||
|
At 30 November 2025 |
2,003 |
|
||
|
Set out below are the carrying amounts of lease liabilities and the movements during the period: |
|
|
||
|
Lease liabilities |
Land & buildings £'000s |
|
||
|
At 30 November 2023 |
2,533 |
|
||
|
Accretion of interest |
198 |
|
||
|
Effect of modification to lease terms |
721 |
|
||
|
Additions |
1,716 |
|
||
|
Reversal of lease liabilities |
(684) |
|
||
|
Lease payments |
(1,211) |
|
||
|
Foreign exchange movements |
(34) |
|
||
|
At 30 November 2024 |
3,239 |
|
||
|
Accretion of interest |
177 |
|
||
|
Effect of modification to lease terms |
313 |
|
||
|
Additions |
- |
|
||
|
Lease payments |
(1,489) |
|
||
|
Foreign exchange movements |
(58) |
|
||
|
At 30 November 2025 |
2,182 |
|
||
|
|
|
|
||
|
Lease liability maturity analysis - undiscounted contractual cash flows |
2025 £'000 |
2024 £'000 |
|
|
|
Less than one year |
1,216 |
1,238 |
|
|
|
Between one and five years |
1,634 |
2,264 |
|
|
|
More than five years |
- |
- |
|
|
|
|
2,850 |
3,502 |
|
|
The following are the amounts to be recognised in profit or loss:
|
|
2025 £'000 |
2024 £'000 |
|
Depreciation charge |
1,322 |
1,370 |
|
Interest expense on lease liabilities |
177 |
198 |
|
Total amount recognised in profit or loss |
1,499 |
1,568 |
The Group had total cash outflows for leases of £1,489,000 in 2025 (2024: £1,211,000). The Group also had non-cash additions to right-of-use assets of £Nil (2024: 1,870,000) and lease liabilities of £Nil in 2025 All Contract liabilities are expected to be recognised within one year. (2024: £1,716,000). There are no leases that have not yet commenced to be disclosed. There were no short-term leases or low value leases taken out in the year.
16. Contract Liabilities
|
|
2025 £'000 |
2024 £'000 |
|
|
At 1 December |
16,139 |
15,031 |
|
|
Invoiced during the year |
62,646 |
63,105 |
|
|
Revenue recognised during the year |
(61,175) |
(61,997) |
|
|
At 30 November |
17,610 |
16,139 |
|
All Contract liabilities are expected to be recognised within one year.
17. Financial instruments
The Group's treasury activities are designed to provide suitable, flexible funding arrangements to satisfy the Group's requirements. The Group uses financial instruments comprising borrowings, cash, liquid resources and items such as trade receivables and payables that arise directly from its operations. The main risks arising from the Group financial instruments relate to the maintaining of liquidity across the Group's entities and debt collection. The Board reviews
policies for managing each of these risks and they are summarised below. The Group finances its operations through a combination of cash resources, loan notes and equity. Short term flexibility is provided by moving resources between the individual subsidiaries.
Exposure to interest rate fluctuations is minimal as all borrowings are at fixed rates of interest. The Group also has various deposit facilities on which 0.01% - 2.4% interest was being earned throughout 2025 (2024: 0.01% - 2.40%) and will be optimising the use of these accounts going forward. The Group's exposure to interest rate risk is not significant and therefore no sensitivity analysis has been performed. Foreign exchange risk arises when individual Group entities enter into transactions denominated in a currency other than their functional currency. The Group's policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency with the cash generated from their own operations in that currency. Where Group entities have liabilities denominated in a currency other than their functional currency (and have insufficient reserves of that currency to settle them), cash already denominated in that currency will, where possible, be transferred from elsewhere within the Group.
At 30 November 2025 the Group had £6,000,000 borrowings (2024 £5,943,000).
There is no material difference between the fair values and book values of the Group's financial instruments. Short term trade receivables and payables have been excluded from the above disclosures.
The objectives of the Group's treasury activities are to manage financial risk, secure cost-effective funding where necessary and minimise the adverse effects of fluctuations in the financial markets on the value of the Group's financial assets and liabilities, on reported profitability and on the cash flow of the Group. Interest income is sought wherever possible and in 2025 produced £18,000 (2024: £18,000) of income.
The Group's principal financial instruments for fundraising are through share issues.
|
Financial instruments by category |
|
|
|
|
2025 £'000 |
2024 £'000 |
|
Financial assets |
|
|
|
Trade and other receivables excluding prepayments |
6,676 |
5,384 |
|
Cash and cash equivalents |
384 |
1,001 |
|
|
7,060 |
6,385 |
|
Financial liabilities |
|
|
|
Trade and other payables |
14,587 |
11,132 |
|
Lease liabilities |
2,182 |
3,239 |
|
Interest bearing loans and borrowings |
6,000 |
5,943 |
|
|
22,769 |
20,314 |
|
Undiscounted contractual maturity of financial liabilities |
|
|
|
Amounts due within one year |
21,803 |
18,313 |
|
Amounts due between one and five years |
1,634 |
2,264 |
|
|
24,437 |
20,577 |
|
|
|
|
|
Less: future interest charges |
(668) |
(263) |
|
Financial liabilities carrying value |
22,769 |
20,314 |
The liquidity risk relating to the contractual liabilities listed above is managed on a local basis through their day to day cash management. Management monitor cash balances weekly. However should any subsidiary, or the Company, find that it does not have the liquidity to pay a debt as it becomes due an inter-company
cash transfer will be made available by another member of the Group.
Foreign exchange risk is managed by assessing the value of non-sterling revenue against the value of non-sterling costs in each currency. Currently no hedging is considered necessary due to the natural offset of revenues and costs in each currency
18. Financial and operational risk management
The Group's activities expose it to a variety of financial risks which are managed by the Group and subsidiary management teams as part of their day-to-day responsibilities. The Group's overall risk management policy concentrates on those areas of exposure most relevant to its operations. These fall into six categories:
• Economic or political disruption risk - that disruption may affect demand for our products and services or our ability to maintain operations or on the cost of our delivery of services;
• Competitive risk - that our products are no longer competitive or relevant to our customers;
• Treasury and liquidity risk - that we run out of the cash required to run the business;
• Information security risk - the impacts that could occur due to threats and vulnerabilities associated with the operation and use of information systems and the environments in which those systems operate;
• Key personnel risk - that we cannot attract and retain talented people; and
• Capital risk - that we do not have an optimal structure to allow for future acquisition and growth.
Further information on these risks and the Group's actions to mitigate them is provided on pages 32 to 37 of the Strategic Report.
19. Deferred tax assets and liabilities
The following are the major deferred tax assets and liabilities recognised by the Group and the movements thereon during the current year and the prior year:
|
|
Tax losses |
Fixed asset timing differences |
IFRS 16 ROU asset |
IFRS 16 lease liability |
FV of intangible assets |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At 30 November 2023 |
(7,031) |
748 |
96 |
(104) |
4,540 |
(1,751) |
|
Charge to profit or loss |
120 |
498 |
287 |
(297) |
(755) |
(147) |
|
Change due to FX |
504 |
- |
- |
- |
(404) |
100 |
|
At 30 November 2024 |
(6,407) |
1,246 |
383 |
(401) |
3,381 |
(1,798) |
|
Charge to profit or loss |
104 |
106 |
200 |
(196) |
(591) |
(377) |
|
Change due to FX |
(1) |
(1) |
(3) |
3 |
9 |
7 |
|
At301 November 2025 |
(6,304) |
1,351 |
580 |
(594) |
2,799 |
(2,168) |
At the reporting date the Group had unrecognised unused tax losses of approximately £18,398,000 (2024: £28,638,000) available for offset against future profits. The tax losses do not have any expiry date.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.
£2,168,000 (2024: £1,798,000) of deferred tax losses are recognised in excess of the associated deferred tax liabilities across the Group where future forecasted profits are considered sufficient to utilise the excess losses. Deferred tax assets totalling £7,028,000 (2024: £7,761,000) arising in respect of losses have not been included in the statement of financial position due to uncertainties in regard to their recoverability.
The aggregate amounts of deferred tax balances in each Group entity, after allowable offset, for financial reporting purposes are:
|
|
2025 £'000 |
2024 £'000 |
|
|
Deferred tax assets |
6,023 |
5,884 |
|
|
Deferred tax liabilities |
(3,855) |
(4,086) |
|
|
Total |
2,168 |
1,798 |
|
20. Share Capital
|
Equity: Ordinary shares of 5p each |
2025 |
2024 |
|
Allotted, issued and fully paid 138,419,122 ordinary shares of 5p each (2024: 130,524,386 ordinary shares of 5p each) |
6,921 |
6,526 |
|
|
2025 |
2024 |
|
Number of shares at 1 December and 30 November |
138,419,122 |
130,524,386 |
At 1 December 2021, the Company had 2,927,315 5p shares held in treasury. During 2021, 101,669 of these shares were allotted, with the number of shares held in treasury at the year end being 2,825,646. The shares held in treasury have no voting rights, or rights to dividends and so total issued share capital for voting and dividend purposes at the year end was 127,698,740 (2024: 127,698,740).
On 14 June 2022, 53,351 shares were allotted out of treasury at a price of 56.0p per share due to an exercise of employee share options. Gross proceeds were £30,000.
On 14 July 2022, 48,318 shares were allotted out of treasury at a price of 56.0p per share due to an exercise of employee share options. Gross proceeds were £27,000. In November 2022 and November 2023, the Company's total share capital was 130,524,386 and the total issued share capital for voting and dividend purposes, excluding shares held in treasury, was 127,698,740.
On 12th July 2024 a total of 7,490,294 options were granted with an exercise price of 5p and a stock price of 81p. This is in relation to the new LTIP scheme. More can be found on this in note 21.
During 2025 the Company raised total gross proceeds of £3m through the issue of 7,894,736 new shares at a fixed price of 38p per new share.
Transaction costs associated with share issues in the year amounted to £81,000 (2024: £Nil). Transaction costs are accounted for as a reduction from the share premium account.
21. Equity-settled share-based payments
|
Date of grant |
Exercise price |
No of shares |
Exercisable between |
|
23 October 2008 |
27.5p |
1,390,481 |
No time limit |
|
18 February 2019 |
56.0p |
3,211,682 |
Feb 2022-Feb 2029 |
|
24 October 2019 |
54.5p |
366,972 |
Oct 2022-Oct 2029 |
|
31 July 2020 |
65.0p |
1,511,915 |
Jul 2023-Jul 2030 |
|
19 May 2021 |
134.0p |
294,130 |
May 2024-May 2031 |
|
01 October 2021 |
5.0p |
118,807 |
Oct 2024-Oct 2031 |
|
12 July 2024 |
5.0p |
7,490,294 |
Nov 2026 - Nov 2028 |
|
|
|
14,384,281 |
|
Details of the movements in the weighted average exercise price ("WAEP") and number of share options during the current and prior year are as follows:
|
|
At start of year |
Granted |
Exercised |
Forfeited |
At end of year |
|
WAEP 2024 (p) |
54.5 |
- |
- |
56.6 |
24.9 |
|
WAEP 2025 (p) |
24.9 |
- |
- |
62.2 |
26.5 |
|
Options 2024 |
6,893,987 |
7,490,294 |
- |
(568,535) |
13,815,746 |
|
Options 2025 |
13,815,746 |
- |
- |
(446,961) |
13,368,785 |
The range of prices at which options and warrants can be exercised is 33.1p to 134.0p.
During the year there were no options granted (2024: 7,490,294).
The total charge arising on issue of the options was £Nil, with the 2024 charge being £Nil. 446,961 options were cancelled in the year (2024: 568,535).
During the year, Nil share options were exercised.
There are no market, non-market or service conditions as part of the share option scheme. The only condition existing is that employees must still be in employment with the Company at the point they exercise the options.
Long Term Value Creation Plan ("LTVCP")
On 2 October 2021 the Board approved the LTVCP which is intended to assist with the retention and motivation of key employees of the Company with the aim of incentivising and rewarding exceptional levels of performance over a four year period. The LTVCP will provide the potential for rewards only if shareholders benefit from sustained growth in shareholder value over a four-year period.
• The details of the awards for the initial LTVCP participants are set out below:
• Under the LTVCP, the Board has granted certain eligible employees a right ("Participation Right") to receive a proportion of the shareholder value created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5 per cent. compound annual growth rate.
• For the purposes of the LTVCP, shareholder value created is defined as the growth in the Company's market capitalisation including net equity cashflows to shareholders and adjusting for any share issues during the Performance Period.
• Awards under the LTVCP comprise three equal tranches, with measurement dates on the second, third and fourth anniversaries of the performance start date (each a "Performance Period").
• The shareholder value created at each measurement date will be calculated with reference to the average market capitalisation of the Company over the three months immediately preceding and ending on each anniversary.
• Where value is created above the Hurdle Rate, initial LTVCP participants will share 10 per cent. of the shareholder value created above the hurdle ("LTVCP Pool").
• Should the aggregate nominal value of Shares to be issued or then capable of being issued in respect of each Performance Period exceed 7 per cent. of the nominal value of the ordinary share capital in issue of the Company at that time, the LTVCP Pool will be scaled back as required so that the 7 per cent. threshold is not exceeded.
• To the extent that performance does not exceed the hurdle over each Performance Period, the relevant tranche will lapse in full.
For the initial participants, the performance start date to measure each Performance Period has been determined as the date of the announcement of the Isentia acquisition, being 15 June 2021. The base value for the purposes of the calculation of growth in shareholder value has been set at c.£153.1 million (being calculated by reference to the total number of Ordinary Shares with voting rights following completion of the Isentia acquisition and the placing price of 120p for the equity raise announced on 15 June 2021).
At the end of each Performance Period, the Participation Right will convert into an award in the form of an option
to acquire Ordinary Shares at a price per Ordinary Share equal to the nominal value of an Ordinary Share, being 5 pence per Ordinary Share ("Award"). The number of Ordinary Shares to be issued pursuant to each Award will be calculated by reference to the Company's share price at the relevant time.
Awards are subject to a Holding Period ending on the first anniversary of the end of each Performance Period
in respect of which the relevant Award was granted, unless the Board determines that another period shall be specified in relation to any Award.
The Board has discretion to vary the outcome applying to a Participation Right where it considers that the level at which it would convert into an Award: does not reflect the Board's assessment of overall performance during the Performance Period; is not appropriate in the context of circumstances that were unexpected or unforeseen at the grant date; or any other appropriate reason.
Joanna Arnold and Mark Fautley have each been granted Participation Rights under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22% and Mark Fautley's Participation Percentage has been set at 11%. In aggregate, initial LTVCP participants Participation Percentages equate to a total of 73% of the available Participation Rights. The unallocated Participation Rights have been set aside to provide the Company the flexibility to award further Participation Rights to eligible employees during the performance period. No further awards will be granted to Joanna Arnold and Mark Fautley under the LTVCP prior to the end of the four year performance under the initial award.
On 12th July 2024 a total of 7,490,294 options were granted with an exercise price of 5p and a stock price of 81p. This is in relation to the new LTIP scheme.
The option movements detailed above resulted in a share-based payment charge for the Group of £488,000 (2024: £580,000).
22. Cash and cash equivalents
The Group monitors its exposure to liquidity risk based on the net cash flows that are available. The following provides an analysis of the changes in net funds:
|
|
As at 30 November 2024 £'000 |
Cash outflow £'000 |
As at 30 November 2025 £'000 |
|
Cash and cash equivalents |
1,001 |
(617) |
384 |
|
|
|
|
|
|
|
As at 30 November 2023 £'000 |
Cash outflow £'000 |
As at 30 November 2024 £'000 |
|
Cash and cash equivalents |
2,248 |
(1,247) |
1,001 |
23. Capital commitments, provisions and contingent liabilities
Capital commitments
The Group had no capital commitments at the end of the financial year or prior year.
|
Provisions and contingent liabilities
|
Long Service Leave Provision |
Leasehold dilapidations |
Total |
|
|
£'000 |
£'000 |
£'000 |
|
At 30 November 2024 |
76 |
226 |
302 |
|
Additions |
- |
- |
- |
|
Released in the year |
(37) |
(4) |
(41) |
|
Foreign exchange movement |
(3) |
(5) |
(8) |
|
At 30 November 2025 |
36 |
217 |
253 |
|
Due within one year |
- |
- |
- |
|
Due after more than one year |
36 |
217 |
253 |
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.
The earliest point at which it is considered that this amount may become payable is August 2027 for the Group's leasehold property.
Employees in Australia are entitled to two months of long service leave upon the completion of 10 years service under The Long Service Leave Act 1955. The Long service leave provision relates to the expected cost of this leave.
24. Related party transactions
One (2024: two) of the directors has received a proportion of their remuneration through their companies during the year. The payments represent short term employee benefits. In all cases the directors are responsible for their own taxation and national insurance liabilities.
The amounts involved are as follows and relate to activities within their responsibilities as directors:
|
On the 29 August 2024, L Gilbert resigned as a director. Previously they received their remuneration, £Nil (2024: £27,500) through a service company.
During the year, the Group recognised a share-based payment charge of £141,000 (2024: £45,000) in respect of key management personnel.
During the year ended 30 November 2019, the Group made available a loan facility of £100,000 to Track Record Holdings Limited on an unsecured basis. The final repayment date of the facility was November 2029 and interest is payable at a rate of 10% on any amount drawn down from the facility. A non-utilisation fee of 1% of any amount of the facility not drawn down was also payable. This loan was repaid during FY25 when the Group sold its stake of 1.1% shares in TrackRecord Holdings. See note 12 for further details.
25. Pension commitments
Individual subsidiaries of the Group operate defined contribution pension schemes for their employees. The assets of the schemes are held separately from those of the Group.
The annual contributions payable are charged to the consolidated statement of comprehensive income when they fall due for payment.
During the year £1,509,000 (2024: £1,717,000) was contributed by the Group to individual pension schemes. At 30 November 2025 £Nil pension contributions were outstanding (2024: £Nil).
26. Interest bearing loans and borrowings
As at 30 November 2025, the Group had the following interest-bearing loans and borrowings:
|
Currency |
Loan Type |
Interest Types |
Amount |
Repayment Terms |
|
GBP |
Overdraft |
Interest is calculated on the cleared daily balance of the Account at a rate of 4.00% per annum over the base rate |
£3,000,000 |
Interest is calculated monthly in arrears. Repayment is due on demand. Overdraft to 30 November 2025.Overdraft cancelled in April 2026 as part of the new debt refinancing.
|
|
GBP |
Loan |
4.00% per annum over the base rate |
£3,000,000 |
Interest (7.25%) and annual commitment fee payable of 5% are paid quarterly. Full repayment due on 20 November 2025. |
Pulsar Group Plc had an unsecured loan facility of £3m in place with Herald Investment Trust Plc and an authorised overdraft facility with Bank of Scotland at the year end. Both the shareholder loan and the overdraft facility were replaced by the new £6,000,000 bank loan and £2,000,000 RCF entered into on 30 April 2026. £3,600,000 of the new bank loan amortises on a straight-line basis over three years whilst the remaining £2,400,000 is repayable after three years. The RCF is in place for three years.
Interest Expense
The total interest and commitment fees paid to Herald during the period of the loan 1 December 2024 to 30 November 2025 were interest: £217, 500 and commitment fee: £150,000.
Overdraft Fees
The total overdraft interest fees paid to Bank of Scotland for the period 1 December 2024 to 30 November 2025 are £244,100.
27. Events after the reporting date
The £3,000,000 overdraft facility and £3,000,000 loan facility were both replaced by the new £6,000,000 bank loan and £2,000,000 RCF entered into on 30 April 2026.