The directors present the strategic report for the year ended 30 June 2025.
The Company acts as the ultimate parent company of an international group providing Enterprise Asset Management (“EAM”) software solutions and associated professional services. The Company delivers software and services to a broad range of enterprise customers through its subsidiaries around the globe (together, the "Group").
During the year, the Group continued its strategy of selective acquisition and integration of complementary businesses, strengthening its product and service offering through a combination of SaaS-based EAM solutions and its own proprietary software. Integration of acquired businesses remained a key management priority throughout the year.
Focus areas included harmonisation of operational processes, implementation of common systems and controls, alignment of commercial practices and the development of shared service capabilities. The Board believes these activities will support future operating efficiencies while providing customers with a more consistent global service offering.
Revenue growth was driven by both organic expansion and the contribution of acquired businesses. The Group continues to increase the proportion of recurring revenue, primarily through subscription-based and managed service contracts, which enhances revenue visibility and stability.
The Group continues to serve a diversified customer base across asset-intensive industries including utilities, transportation, manufacturing, energy and the public sector. The breadth of the customer portfolio reduces reliance on any individual customer or sector and supports resilient long-term demand.
Ongoing investment in product development and cloud infrastructure reflects the Group’s strategy to enhance its proprietary software offering and support long-term scalability. This investment has moderated short-term margin expansion but is expected to support future operational efficiencies and profitability.
In monitoring the performance of the Group, the Board regularly reviews a range of financial and operational key performance indicators, including:
recurring annualised revenue;
total revenue growth;
adjusted EBITDA;
operating cash flow;
software gross margin;
professional services utilisation;
customer retention and renewal rates; and
sales pipeline conversion
During the year, the Board's principal areas of focus included the successful integration of acquired businesses, continued investment in proprietary software and product development, oversight of the Group's financing arrangements and liquidity, enhancement of governance and internal control frameworks, and supporting the continued development of a more integrated and scalable international operating model.
Business Environment
The Directors remain confident in the Group's long-term prospects. Demand for digital asset management solutions continues to be resilient, supported by increasing investment in infrastructure, digital transformation and operational efficiency across asset-intensive industries in many of the Group's target markets.
The Board expects continued growth in recurring software revenues together with further operational benefits from the integration of acquired businesses. While macroeconomic uncertainty and geopolitical developments may continue to influence customer purchasing decisions, the Directors believe the Group is well positioned to capitalise on opportunities within its core markets.
The Group maintains strategic relationships with key technology partners, including IBM, which remain an important component of its delivery capability and go-to-market model. The Group continues to adapt to evolving partner programmes and licensing frameworks within this ecosystem. Competitive dynamics remain strong, with differentiation increasingly driven by cloud capability, integration depth, and sector-specific functionality.
Strategy
The Group’s strategy is to deliver scalable, cloud-enabled EAM solutions supported by a combination of proprietary software offerings and established third-party platforms.
Key strategic priorities are:
increasing the proportion of recurring and subscription-based revenue
expanding proprietary software capabilities through targeted development and acquisition
maintaining strong strategic partnerships with key technology providers
improving operational efficiency through standardised delivery and integration across subsidiaries
supporting flexible commercial and licensing models aligned to customer requirements
The Board continues to allocate capital in a disciplined manner, balancing investment in organic product development with selective acquisition opportunities, while maintaining an appropriate capital structure and liquidity position. The Group continues to focus on integrating acquired businesses to ensure consistency of delivery, improved utilisation of shared capabilities, and enhanced cross-selling opportunities.
The Board believes these priorities position the Group to deliver sustainable long-term growth while continuing to strengthen its recurring revenue base and global delivery capability.
The principal risks that could affect the achievement of the Group's strategic objectives remain consistent with prior periods and include:
dependence on key technology partnerships and associated programme terms
timing and conversion of customer project awards and renewals
competitive pressures within the EAM and enterprise software market
ability to attract and retain suitably skilled technical personnel
foreign exchange risk arising from international operations
interest rate and liquidity risk associated with external debt financing
credit risk relating to trade receivables
The Group operates a structured risk management framework incorporating:
annual risk identification and assessment
quarterly Board-level review of principal risks
financial forecasting and scenario planning
internal controls over financial reporting
active monitoring of customer and partner exposure
The Board considers that the systems of risk management and internal control are appropriate to the size and complexity of the Group.
The Group recognises that its employees are fundamental to its long-term success and continued growth. The Directors seek to foster an open, collaborative and inclusive working environment through regular communication with employees, including leadership updates, team meetings and wider business communications. Employee feedback is actively encouraged through a range of engagement channels to help identify opportunities for improvement and ensure employee perspectives are considered in decision-making.
During the year, the Group continued to support flexible and hybrid working arrangements where appropriate, balancing operational requirements with employee wellbeing and collaboration. The Directors also oversee initiatives relating to employee development, performance, wellbeing and engagement, recognising that attracting, developing and retaining talented people is critical to the Group's success.
The Board believes that a collaborative, entrepreneurial and customer-focused culture is fundamental to the Group's long-term success. During the year, management continued to focus on integrating acquired businesses into a common culture while preserving local expertise and customer relationships.
The Directors recognise that maintaining strong relationships with customers and suppliers is essential to the long-term success of the Group. Regular engagement with customers helps the Group understand evolving requirements, improve its products and services, and deliver high levels of customer satisfaction. Feedback is obtained through regular customer engagement, including account management activities, service reviews and other customer interactions.
The Group seeks to build long-term partnerships with its suppliers based on fairness, transparency and mutual benefit. The Directors expect suppliers to meet appropriate standards of quality, ethics and compliance, while the Group aims to honour agreed contractual terms and maintain constructive commercial relationships.
The Group expects customers to settle amounts due in accordance with agreed payment terms and seeks to pay suppliers in accordance with agreed contractual arrangements, provided that goods and services have been supplied in accordance with those agreements.
As the parent company of the Naviam group, the Company maintains regular dialogue with its shareholders and investors regarding the Group's strategy, financial performance, capital structure and significant business developments. The Board seeks to ensure that shareholders receive appropriate information to support effective governance and informed decision-making.
Throughout the year, the Directors considered the interests of shareholders when evaluating strategic initiatives, financing activities, acquisitions and other significant corporate matters, while balancing these against the interests of the Company's wider stakeholder group.
The Group recognises its responsibility to the communities in which it operates and encourages employees to support local charitable and community initiatives where appropriate.
The Directors recognise the importance of environmental sustainability and seek to minimise the environmental impact of the Group's operations while supporting customers in achieving their own sustainability objectives. Environmental considerations are incorporated into operational decision-making where appropriate, including the efficient use of resources and responsible travel practices.
This Section 172(1) statement reflects the Directors' commitment to effective stakeholder engagement, responsible governance and sustainable long-term value creation. In carrying out their duties under Section 172 of the Companies Act 2006, the Directors have sought to balance the interests of the Company's various stakeholders while acting in good faith to promote the success of the Company for the benefit of its members as a whole.
On behalf of the board
The directors present their annual report and financial statements for the year ended 30 June 2025 for Naviam Acquisition Corp Ltd (“the Company”) and its subsidiaries (together, “the Group”).
On 13 May 2025, the Company changed its name from Galanthus Acquisition Corp Ltd to Naviam Acquisition Corp Ltd.
The results for the year are set out on page 12.
The loss for the period, after taxation and minority interests, amounted to £16,783,531 (2024: £13,019,809).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The directors regularly review the Group's exposure to interest rate, foreign currency, and liquidity risks. Cash flow forecasts are reviewed to ensure that adequate liquidity is maintained across the Group. The Group does not use any non-basic financial instruments.
The Group benefits from a degree of natural hedging through operating in the jurisdictions in which it generates revenue. A significant proportion of revenue and borrowings is denominated in US dollars, which helps to manage foreign currency exposure.
In December 2025, the Group completed a refinancing of its senior borrowing facilities. The refinancing replaced the Group's existing senior notes with a new committed debt package comprising total committed facilities of approximately £125.0 million, including committed acquisition facilities and a £10.0 million revolving credit facility to support the Group's ongoing working capital and liquidity requirements. The refinancing also extended the maturity profile of the Group's principal borrowings, with the senior facilities maturing in December 2031.
The refinancing provides the Group with increased funding capacity to support its operations and acquisition strategy while maintaining an appropriate level of liquidity. The facilities remain subject to customary financial covenants and reporting obligations. The remaining terms of the Group's borrowing arrangements, including the overall security package and guarantees, were not materially changed.
On 24 April 2026, the Group acquired a controlling interest in Solex, a technology and consulting business operating across South America, for cash consideration. The acquisition expands the Group's presence in the Latin American market and is expected to strengthen its regional delivery capabilities.
The Directors have assessed the Group's and the Company's ability to continue as going concerns for a period of at least twelve months from the date of approval of the financial statements. The assessment included consideration of forecast trading performance, consolidated cash flow projections, available liquidity, compliance with the Group's borrowing covenants and downside sensitivities.
The Directors' forecasts indicate that the Group is expected to maintain sufficient liquidity throughout the assessment period, comply with its borrowing covenants and generate sufficient cash to repay loan notes falling due during that period. The Group's senior borrowing facilities remain committed until December 2031.
The Directors have also considered downside scenarios reflecting lower levels of trading performance and the mitigating actions available to management. Compliance with the Group's borrowing covenants is sensitive to trading performance and, should trading performance be materially below forecast, there is a risk that the Group could breach a borrowing covenant. Such a breach could result in lenders becoming entitled to demand immediate repayment of amounts outstanding under the Group's financing arrangements unless an appropriate waiver, amendment or other remedy were agreed.
The Directors believe that additional shareholder funding could be sought should such circumstances arise. However, no legally binding commitment for such funding existed at the date of approval of the financial statements.
Accordingly, the Directors have concluded that a material uncertainty exists in relation to compliance with the Group's borrowing covenants. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's and the Group's ability to continue as going concerns and therefore they may be unable to realise its assets and discharge its liabilities in the normal course of business.
Nevertheless, having considered the forecasts and the mitigating actions available to management, the Directors consider it appropriate to prepare the financial statements on the going concern basis.
The financial statements do not include any adjustments that would result if the Company or the Group were unable to continue as a going concern.
In accordance with section 485 of the Companies Act 2006, a resolution proposing the reappointment of BDO LLP as auditor of the Company will be put to the members.
United Kingdom company law requires the directors to prepare financial statements for each financial year. Under that law, the directors have elected to prepare the group and parent company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and parent company, 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 and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company, and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and parent company, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Basis for opinion
Material uncertainty related to going concern
Other information
Other Companies Act 2006 reporting
As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or parent company or to cease operations, or have no realistic alternative but to do so.
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:
Based on:
Our understanding of the group and the industry in which it operates;
Discussion with management and those charged with governance; and
Obtaining and understanding of the group policies and procedures regarding compliance with laws and regulations.
We considered the significant laws and regulations to be the applicable accounting framework and tax legislation.
The group is also subject to laws and regulations where the consequence of noncompliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws and regulations to be the health and safety legislation.
Our procedures in respect of the above included:
Enquiry of those charged with governance for any instances of non-compliance with laws and regulations;
Review of financial statement disclosures and agreeing to supporting documentation;
Correspondence with tax authorities for any instances of non-compliance with laws and regulations; and
Review of legal expenditure accounts to understand the nature of expenditure incurred.
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included:
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
Obtaining an understanding of the group policies and procedures relating to:
Detecting and responding to the risks of fraud; and
Internal controls established to mitigate risks related to fraud.
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be in relation to management override of controls, manual journal postings to revenue in particular, as well as improper revenue recognition associated with year-end cut off, accrued income and deferred revenue in certain components.
Our procedures in respect of the above included:
Discussing among the engagement team regarding how and where fraud or non-compliance might occur in the financial statements and any potential indicators of fraud;
Agreement of the financial statement disclosures to underlying supporting documentation;
Enquiring of management and those charged with governance concerning actual and potential litigation and claims and seeking corroborating and contradictory evidence to support their claims;
Challenging assumptions and judgements made by management in their accounting estimates, in particular in relation to the assumptions and estimates used in the recoverability of intangibles;
We sought to identify any areas of management bias by corroborating significant estimates and judgements and challenging management as to their appropriateness based on third party empirical evidence, recalculating management's estimate, following up on information in relation to estimates to the date of approval as well as in some cases developing our own estimate range and comparing this to management's estimate;
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
Obtaining an understanding of the control environment in monitoring compliance with laws and regulations;
Testing the appropriateness of journal entries based on a set of pre-determined risk criteria; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any transactions that would otherwise be considered outside normal operations or outside the normal course of business; and
Performing targeted procedures on a sample basis in regard of cut off, accrued income and deferred revenue for certain components.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the parent 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 parent 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
The notes on pages 20 to 49 form part of these financial statements.
The notes on pages 20 to 49 form part of these financial statements.
The notes on pages 20 to 49 form part of these financial statements.
As permitted by section 408 of the Companies Act 2006, the Company has not presented its own profit and loss account and related notes. The Company’s loss for the year was £625,591 (2024 - £979,641 loss).
The notes on pages 20 to 49 form part of these financial statements.
The notes on pages 20 to 49 form part of these financial statements.
The notes on pages 20 to 49 form part of these financial statements.
Naviam Acquisition Corp Ltd (“the Company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 2c Clifford Court, Cooper Way, Parkhouse, Carlisle, Cumbria, CA3 0JG.
The Group consists of Naviam Acquisition Corp Ltd and all of its subsidiaries.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the Company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies.
The Company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group. The Company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.
The following principal accounting policies have been applied:
The consolidated group financial statements consist of the financial statements of the parent company Naviam Acquisition Corp Ltd together with all entities controlled by the parent company (its subsidiaries) and the Group's share of its interests in joint ventures and associates.
All financial statements are made up to 30 June 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the Group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the Group’s financial statements from the date that control commences until the date that control ceases.
The Directors have assessed the Group's and the Company's ability to continue as going concerns for a period of at least twelve months from the date of approval of the financial statements. The assessment included consideration of forecast trading performance, consolidated cash flow projections, available liquidity, compliance with the Group's borrowing covenants and downside sensitivities.
The Directors' forecasts indicate that the Group is expected to maintain sufficient liquidity throughout the assessment period, comply with its borrowing covenants and generate sufficient cash to repay loan notes falling due during that period. The Group's senior borrowing facilities remain committed until December 2031.
The Directors have also considered downside scenarios reflecting lower levels of trading performance and the mitigating actions available to management. Compliance with the Group's borrowing covenants is sensitive to trading performance and, should trading performance be materially below forecast, there is a risk that the Group could breach a borrowing covenant. Such a breach could result in lenders becoming entitled to demand immediate repayment of amounts outstanding under the Group's financing arrangements unless an appropriate waiver, amendment or other remedy were agreed.
The Directors believe that additional shareholder funding could be sought should such circumstances arise. However, no legally binding commitment for such funding existed at the date of approval of the financial statements.
Accordingly, the Directors have concluded that a material uncertainty exists in relation to compliance with the Group's borrowing covenants. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the Company's and the Group's ability to continue as going concerns and therefore they may be unable to realise its assets and discharge its liabilities in the normal course of business.
Nevertheless, having considered the forecasts and the mitigating actions available to management, the Directors consider it appropriate to prepare the financial statements on the going concern basis.
The financial statements do not include any adjustments that would result if the Company or the Group were unable to continue as a going concern.
Revenue is generated either through the sale of software products including software as a service, cloud or through the performance of associated services such as consulting, programming and hosting. Revenue contracts are assessed to determine whether revenue should be recognised by the Company as a principal or agent. The Company has determined, via inspection of indicators, that it acts as principal in all revenue streams.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Group has transferred the significant risks and rewards of ownership to the buyer;
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably, and
the costs incurred and the costs to complete the contract can be measured reliably.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the Company holds a long-term interest and where the Company has significant influence. The Group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the Group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the Company has incurred legal or constructive obligations or has made payments on behalf of the associate.
In the parent company financial statements, investments in associates are accounted for at cost less impairment.
Entities in which the Group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
All borrowing costs are recognised in the consolidated statement of comprehensive income in the year in which they are incurred.
At each reporting period end date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
The Group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the Group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortised cost basis using the effective interest method until extinguished upon conversion or at the instrument's maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognised and included in equity net of income tax effects and is not subsequently remeasured.
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Group.
The tax expense for the year comprises current and deferred tax. Tax is recognised in the consolidated statement of comprehensive income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the Company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Group in independently administered funds.
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Functional and presentation currency
The Group trades in the local currency of the country in which it operates. The functional currency, therefore consists of UK Sterling, Australian Dollar, Canadian Dollar, New Zealand Dollars and US Dollars. The presentation currency is UK Sterling (GBP). The reason for the difference is that the largest trading company and the group parent company are registered and operate in the UK and US.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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 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.
Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
Interest income
Interest income is recognised in the consolidated statement of comprehensive income using the effective interest method.
Finance costs
Finance costs are charged to the group statement of comprehensive income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
In the application of the Group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Determine whether leases entered into by the Group either as a lessee are operating or finance leases. These decisions depend on the assessment of whether the risks and rewards of ownership have been transferred from the lessor to the lessee on a lease by lease basis.
Determine whether there indicators of impairment of the Group's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a large cash-generating unit, the viability and expected future performance of that unit.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Tangible and intangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Preference shares are entitled to a 7% dividend with no conversion clause. The directors have reviewed the articles of association and class preference share as equity as the board has the discretion on when a dividend is paid and when the shares are redeemed.
The average monthly number of persons (including directors) employed by the Group and the Company during the year was:
Their aggregate remuneration comprised:
The Company has no employees other than the directors, who did not receive any remuneration (2024: nil).
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (2024 - 2).
Please see related parties note for directors who receive a consultancy fee.
There is interest of £803,881 (2024: £921,258) relating to management's loan notes in the figures above.
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
Non-cash Preference Share dividends of £nil (2024: £1,110,934) were allocated to preference shareholders during the year.
During the year, allocations made in prior years amounting to £2,791,089 were reversed and are presented in the Statement of Changes in Equity as "reversal of dividends".
Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:
Impairment of goodwill
During the year, the Group carried out an impairment review of goodwill allocated to Interpro Solutions LLC following underperformance against forecast. As a result of this review, the recoverable amount of the cash-generating unit ("CGU") was determined to be below the carrying value of the CGU's net assets. Accordingly, an impairment charge of £2.0m (2024: £nil) has been recognised against goodwill. This charge has been included within administrative expenses in the Consolidated Statement of Comprehensive Income.
The calculation of Value in Use is sensitive to the discount rate applied. An increase of 1.0 percentage point in the pre-tax discount rate would increase the goodwill impairment charge by £1.0m. Similarly, a reduction of 1.0 percentage point in the pre-tax discount rate would reduce the goodwill impairment charge by £1.1m.
More information on impairment movements in the year is given in note 12.
Details of the Company's subsidiaries at 30 June 2025 are as follows:
The following subsidiary undertakings were exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the Act:
Naviam Investments Limited
Galanthus Group Holdings Limited
Naviam Global Limited
Naviam Technologies Limited
Peacock Engineering Limited
Galanthus Partners Limited
Love Your Assets with IoT Limited
Bank borrowings securities are discussed in note 21.
Bank loans
Bank borrowings are secured by a fixed and floating charge over all of the assets of the Group and a first legal charge over the freehold properties owned by the Group. Amounts incur interest at 3% over UK base rates, and have monthly repayments of £3,256, which expire in 2026.
Other loans
Other loans represent amounts due to a funding partner. There is a parental company guarantee in place as security. Interest is charged at 3.5%-5%.
The Group's financing comprises secured loan facilities provided by Bain Capital and management loan notes issued in connection with acquisitions completed since February 2022.
The Group has loan facilities of £5,900,000 and US$19,000,000 outstanding in relation to acquisitions completed in February 2022. These facilities were originally repayable in February 2027 but were amended during the year to extend their maturity to July 2028. Interest is payable quarterly at approximately 8% above the applicable reference rate.
Following the acquisition of Peacock Engineering in July 2023, the Group borrowed a further £19,000,000 from Bain Capital, repayable in July 2028. As part of the acquisition, secured loan notes of £3,500,000 were issued to the former shareholders. Interest of £261,304 (2024: £347,034) accrued during the year.
In April 2024, the acquisition of Interpro Solutions LLC resulted in additional borrowings of US$12,500,000 from Bain Capital, repayable in 2028. During the year, the Group made further drawings from Bain Capital, comprising £5,355,000 in January 2025 and £4,500,000 in May 2025.
Transaction costs of £105,000 (2024: £1,205,846) were incurred in relation to additional borrowings during the year. Capitalised financing costs are amortised over the term of the related borrowings. Amortisation recognised during the year amounted to £182,781 (2024: £347,034), leaving an unamortised balance of £1,419,823 at 30 June 2025 (2024: £1,602,601).
In addition, secured loan notes issued to other former members of management remained outstanding at 30 June 2025, comprising £3,890,545 (2024: £3,664,636) and US$6,283,850 (2024: US$5,872,757), inclusive of accrued interest.
The Group also has access to a revolving credit facility of US$4,000,000 to support working capital and acquisition activities. Interest is charged at 8.0% above the applicable reference rate on amounts drawn, together with a commitment fee of 0.5% on undrawn amounts. The facility was not utilised during the year.
In December 2025, the Group completed a refinancing of its senior notes. The refinancing replaced the existing notes and introduced new committed facilities within the Group’s capital structure, extending the maturity profile of the Group’s external debt and providing additional liquidity headroom. The remaining terms of the Group’s borrowing arrangements, including security and guarantees, were not materially changed.
Security
A fixed and floating charge is in place with Bain Capital Credit, LP and George Lightfoot as Security Trustee.
The Company and the Group have cross guarantees for funding that are reflected in notes 19, 20 and 21, some of which are held at subsidiary level.
The following are the major deferred tax liabilities and assets recognised by the Group and Company:
The Group operates or contributes to various defined contribution pension schemes. The assets of the schemes are held separately from those of the Group in independently administered funds. The pension cost charge represents contributions payable by the Group to the funds and amounted to £1,527,333 (2024: £1,240,153).
In October 2024 the Company undertook a reorganisation of its share capital.
The existing Founder shares were subdivided into 6,539,724,000 shares of £0.00001 each.
Subsequently, all Founder shares and Preference shares were redesignated and reclassified into 11,596,689 Ordinary shares of £0.00001 each and 1,593,573,248,697 Deferred shares of £0.00001 each. The Deferred shares have negligible rights to dividends and capital and are not expected to participate in future distributions.
Under Article 3.3 of the Company's Articles of Association, the Company has the option, subject to the Companies Act 2006, to purchase all Deferred shares in issue at any time for an aggregate consideration of £0.01, without obtaining the consent of the holders.
The reorganisation did not result in any change in the aggregate nominal value of the issued share capital of the Company.
In May 2025 the Company issued 92,873 Ordinary shares of £0.00001 each at a premium of £3.9236 per share, as consideration for a business combination.
The profit and loss reserves represent the accumulated profits and losses on the activities of the Company and the Group, less dividends paid.
Foreign exchange reserve
The foreign exchange reserve arises on the translation of the foreign subsidiary brought forward reserves and alignment with the previous year translation to GBP. The movement in the foreign currency exchange rates gives rise to the foreign exchange reserve.
Acquisition of Naviam GIS Technologies LLC
During October 2024, the Group acquired 100% of the share capital of Naviam GIS Technologies LLC (GIS) (formerly known as Pierpont Technologies LLC), a company based in the USA. Naviam GIS Technologies LLC sell software solutions and associated services. The Group paid £1,304,049, the composition of which is discussed further below.
The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of net assets of Naviam GIS Technologies LLC have been assessed and adjustments from book value have been made where necessary.
Recognised amounts of identifiable assets acquired and liabilities assumed
The Group incurred acquisition-related expenditure of £83,621 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.
The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.
Acquisition of Sharptree LLC
During May 2025, the Group acquired 100% of the share capital of Sharptree LLC, a company based in the USA. The LLC sell software solutions and associated services. The Group paid £1,097,904, the composition of which is discussed further below.
The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of net assets of Sharptree LLC have been assessed and adjustments from book value have been made where necessary.
Recognised amounts of identifiable assets acquired and liabilities assumed
The Group incurred acquisition-related expenditure of £183,280 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.
The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.
Acquisition of Bols Beheer B.V., Znapz Holding B.V., Znapz B.V. and Znapz CEE srl ("the Znapz Group")
During May 2025, the Group acquired 100% of the share capital of The Znapz Group. The Znapz Group sell software solutions and associated services. The Group paid £3,221,962 the composition of which is discussed further below.
The acquisition has been accounted for under the acquisition method. In calculating the goodwill arising on acquisition, the fair value of the net assets of The Znapz Group have been assessed and adjustments from book value have been made where necessary.
Recognised amounts of identifiable assets acquired and liabilities assumed
The Group incurred acquisition-related expenditure of £41,064 on legal fees, due diligence and other costs directly related to the acquisition. These costs have been capitalised.
The adjustments in cash at hand and in bank reflect the concluded completion adjustments. The useful economic life of goodwill has been estimated to be 10 years. Included within goodwill are intangible assets that do not require separate recognition.
At the reporting end date the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
In December 2025, the Group completed a refinancing of its senior borrowing facilities. The refinancing replaced the Group's existing senior notes with a new committed debt package comprising total committed facilities of approximately £125.0 million, including committed acquisition facilities and a £10.0 million revolving credit facility to support the Group's ongoing working capital and liquidity requirements. The refinancing also extended the maturity profile of the Group's principal borrowings, with the senior facilities maturing in December 2031.
The refinancing provides the Group with increased funding capacity to support its operations and acquisition strategy while maintaining an appropriate level of liquidity. The facilities remain subject to customary financial covenants and reporting obligations. The remaining terms of the Group's borrowing arrangements, including the overall security package and guarantees, were not materially changed.
On 24 April 2026, the Group acquired a controlling interest in Solex, a technology and consulting business operating across South America, for cash consideration. The acquisition expands the Group's presence in the Latin American market and is expected to strengthen its regional delivery capabilities.
Group
During the year amounts of £18,834 (2024: £18,394) and £22,595 (2024: £20,111) were paid to other directors.
During the year additional loan notes of £9,855,000 GBP (2024: £19,000,000) and $nil USD (2024: $12,500,000) were raised with Bain Capital Credit LP who are the Security and Administrative agent for the funds that hold shares and provide debt services to the Group. At the year end the balances owed to the funds managed by Bain Capital Credit LP were GBP £34,825,149 (2024: £24,970,149) and USD $31,500,000 (2024: $31,500,000).
As noted in the creditors note, certain directors and funders have shareholdings in the Company. The loan fees are disclosed in the creditors and loan notes.
Company
The Company took advantage of the exemption available in Section 33.1A of FRS102 to not disclose transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member.
Non-cash movements relate tof inance charges accrued on loan notes.
There are no restrictions over the use of the cash and cash equivalents balances which comprises cash at bank and in hand, and bank overdrafts.