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Registered number:
FOR THE YEAR ENDED 31 MAY 2025
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EMBARK TOPCO LIMITED
CONTENTS
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EMBARK TOPCO LIMITED
COMPANY INFORMATION
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EMBARK TOPCO LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2025
The ECA Group is a long-established authority in the global mobility industry providing a suite of software, data solutions and consulting services. ECA’s proprietary global mobility data platform MyECA and its data-driven software engine Expert provides a comprehensive platform that enables an organisation to manage the complex process of cross-border workforce management for all move types, whether on long-term assignments, short-term business trips, or remote work arrangements.
Cross border working has been affected by an increasing trend towards a more rigorous approach to immigration which is leading to increased regulation and compliance requirements. Moreover, as hybrid work models become more normalised, the demand for mobility management and travel compliance products has increased. This has created greater opportunities for ECA and its travel compliance subsidiary Tracker Software Technologies ("TST"). The Directors anticipate this trend will accelerate under the current U.S. administration, further expanding the market and the requirement for broader mobility related services, particularly in the US.
The year under review marks a turning point in the business’s ability to support its vision to pioneer a seamless experience for a global workforce with the beta launch of the ECA Expert platform in October 2025.
Whilst still in development, ECA Expert will not only unify all ECA group capability into a single solution but will be the cornerstone of a new international workforce management experience that is adaptable to meet the changing needs of a constantly evolving workforce experience. Built from the ground up, customers will have the opportunity to mould and shape their specific workforce management experience within the platform and use ECA data insights will guide the evolution of their global mobility programmes. The new employee interface represents a paradigm shift in employee experience. It is anticipated that this product will not only deepen relationships with existing clients but also open new market segments and partnership opportunities. FY25 was a year of deliberate investment in R&D, platform and operational foundations to position the business for FY26 and beyond. Against this backdrop, the business demonstrated strong resilience and revenue stability, with management’s focus centred not on short-term expansion, but on consolidating operational strength, enhancing core capabilities and positioning the Group for sustainable long-term value creation. ECA redefined its technology strategy to support innovation in the area of Expert development as well as Data Analytics. As a result, the business is looking to launch a new data management infrastructure that will expand ECA’s data collection coverage and a Data Analytics Discovery tool in a bold new interactive experience to enable ECA customers to utilise ECA data insights in a more effective way than ever before. A new company vision and company values set the benchmark for the business to become pioneers in the market, using AI and other advanced technologies to improve the experience for the employee and mobility manager alike and to help organisations to understand how employee mobility impacts their long-term success. The TST Comply roadmap continues to be supported as the business seeks to increase market share in the business traveller segment and as ECA evolves its compliance product offering to meet the demand of different types of customers. The management team remains committed to maintaining and improving its robust information security practices. Protecting client data is a top priority, and ECA’s comprehensive security management system includes continuous monitoring, staff training, and an ongoing improvement program across the group.
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EMBARK TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
Demand for ECA’s software and services remains strong as global mobility continues to be a business priority. The business’s ongoing investment in new solutions mitigates the risk of competitors gaining market share and positions ECA for future expansion.
As a global business, currency fluctuations, particularly the value of sterling, present a risk. With a significant amount of ECA revenue generated in foreign currencies and the majority of costs incurred in sterling, a stronger pound can have an adverse impact. Information security remains a key focus for the Board. The business regularly assesses its performance against key security metrics and the ECA Security Improvement Plan to ensure compliance with ISO 27001. In 2025, ECA successfully obtained group-wide SOC 2 accreditation, further reinforcing ECA’s commitment to data security. ECA customers rely on ECA to maintain the confidentiality, integrity, and availability of its software and data. To ensure resilience, ECA has built redundancy into its systems and hosting environments through globally distributed cloud infrastructure. Regular penetration testing and disaster recovery exercises are conducted to uphold system performance and security standards.
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EMBARK TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
For the group’s business, ECA measures and monitors a range of key performance indicators (KPIs) to drive growth and ensure financial sustainability. Core metrics include Revenue growth, ARR as a % of total revenue, Gross Profit Margin (GPM) and Adjusted EBITDA margin. Annual Recurring Revenue (ARR) and Customer Lifetime Value (CLV) are used to assess long-term revenue potential. Other metrics tracked to optimise customer satisfaction include Customer NPS score, to assess how well ECA services its customers, and Net Revenue Retention (NRR), to measure customer expansion and churn impact, ensuring strong product adoption and retention. With the restructure of the ECA and TST businesses into a centralised group structure completed, the business achieved a number of operating efficiencies whilst also recruiting new skills and talent into the business. This enabled the business to improve its operational capabilities as well as bolster its financial profile and cash headroom position, which was a key priority going into FY26. The board continues to monitor previously identified risk factors in relation to all group activities: the evolving regulatory environment around data privacy, access to talent and the impact on global growth of the wider geopolitical uncertainty. The group’s broad geographic and sectoral spread, along with its increasingly diversified portfolio of businesses, continues to mitigate some of those risks. The group retains a strong balance sheet and remains on a solid financial footing. ECA is committed to continued investment in technology transformation and innovation, providing clients with products that help in mobilising their workforces, reducing their compliance risks and streamlining their workflows, whilst positioning ECA for future growth through client retention and new business. During FY25, the Group completed the full buy-out and removal of its £8.4m gross defined benefit pension liability. This represented a significant milestone in simplifying the balance sheet, eliminating a substantial legacy obligation and reducing long-term financial risk. The transaction strengthens the Group’s financial position, improves balance sheet resilience and provides greater strategic flexibility to focus capital and management resources on core growth initiatives and operational priorities.
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EMBARK TOPCO LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
Looking to the year ahead, the group continues on its focus on transformation and improvement. The completion of last year’s work in restructure and investment in platform development provides a strong foundation for growth in future years. Further development and investment will be required in FY26 in order for the group to realise its growth potential.
Whilst the recent product launch provides ECA with a launchpad for new business growth, the immediate priority for FY26 is to support ECA customers to utilise the new platform and take advantage of the new functionality that it has to offer. In January 2026, the Group increased its ownership stake in Tracker Software Technologies (Ireland) Ltd (“TST”) to 100%, underlining the strategic importance of TST’s compliance product suite within the wider Group strategy. The transaction supports the continued development of an integrated platform offering, strengthens the Group’s control over a key technology asset and enables closer alignment of product development, commercial execution and long-term strategic objectives. Looking forward, the business's strategic priorities include:
∙Customer Retention: The business will focus on supporting organic growth within ECA’s core sectors, improving service delivery to customers and enabling them to make use of the new Expert platform.
∙Technology Investment: Continued investment in the technology stack will ensure that ECA remains at the forefront of innovation, with AI-driven features, robust data security, and seamless integrations across enterprise ecosystems.
∙Operational Scalability: The restructuring has enabled a more streamlined operating model, allowing ECA to scale efficiently while maintaining a strong emphasis on quality and service delivery.
∙Market Expansion: The business will explore adjacent geographies and verticals where ECA solutions can drive material impact, with a particular focus on regulatory-driven use cases and high-complexity environments.
∙Talent and Culture: ECA will continue to build on strong team foundations, and continue to attract, retain, and develop top-tier talent, aligned with the business’s mission to deliver lasting value to clients and stakeholders.
The business is confident that the refreshed organisational structure, clear strategic focus and product-led momentum position ECA strongly for sustainable growth and long-term success.
This report was approved by the board and signed on its behalf.
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EMBARK TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2025
The directors present their report and the financial statements for the year ended 31 May 2025.
The loss for the year, after taxation and minority interests, amounted to £2,591 thousand (2024 - loss £2,916 thousand).
The directors do not recommend a dividend.
The directors who served during the year were:
Subsequent to the year end, on 29 August 2025, the company purchased 28,539 of its own Ordinary B £0.01 shares for cancellation. The shares were cancelled on 1 September 2025, resulting in a reduction of the company's issued share capital of £285.
This report was approved by the board and signed on its behalf.
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EMBARK TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MAY 2025
The directors are responsible for preparing the group strategic report, the directors' report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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EMBARK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK TOPCO LIMITED
FOR THE YEAR ENDED 31 MAY 2025
We have audited the financial statements of Embark Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025, which comprise the consolidated profit and loss account, the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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EMBARK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK TOPCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the group strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.
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EMBARK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK TOPCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company's sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operation of the company, including the Companies Act 2006 and taxation legislation;
∙we assessed the extent of compliance with laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal control in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charges with governance; and
∙enquiring of management as to actual and potential litigation and claims.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with law and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
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EMBARK TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMBARK TOPCO LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2025
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date: 29 May 2026
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EMBARK TOPCO LIMITED
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MAY 2025
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EMBARK TOPCO LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2025
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EMBARK TOPCO LIMITED
CONSOLIDATED BALANCE SHEET
AS AT 31 MAY 2025
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EMBARK TOPCO LIMITED
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MAY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 50 form part of these financial statements.
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EMBARK TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 31 MAY 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 50 form part of these financial statements.
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024
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