Final Results for the year ended 31 March 2026

Celebrus Technologies PLC

14 July 2026

Celebrus Technologies plc

Celebrus Technologies plc (AIM: CLBS, "the Group", "Celebrus"), the data solutions provider, announces its final results for the year ended 31 March 2026.

From 1 April 2025, the Group introduced a number of changes to its commercial contractual arrangements with customers which impacted accounting for contracts including the definition of cost of sales, the segmentation of revenue type and the move to straight line revenue recognition of future license revenues.

As set out in last year's final results, with effect from FY25 the Group refined its definition of Annual Recurring Revenue ("ARR") to focus on recurring revenues from Celebrus software licenses and managed services, the most valuable and fastest-growing part of the business, with the Group's broader recurring revenue base, including third-party and legacy software licenses, reported within"Group ARR". FY26 is the first full year reported on this basis without the need for restatement, providing a clean like-for-like comparison with FY25. In addition, as previously announced, software license revenue from all Celebrus contracts entered into from 1 April 2025 is recognized monthly over the life of the contract rather than upfront at the point of sale. FY26 is the first full year in which this policy has applied across the Group's entire in-year contracting activity, improving the predictability and recurring quality of the revenue base while removing the seasonal H1/H2 pattern seen in prior years. This change also has a dampening effect on revenue during the three years of transition whilst all three-year contracts are amended to the new basis.

Financial Highlights

	FY26	FY25	Change
Celebrus ARR ($ million)*	15.0	13.6	+10.3%
Celebrus ARR - Gross additions - new and upsell ($ million)	2.3	2.5	-8.0%
Celebrus Net revenue retention ("NRR")	96.7%	104.1%	-7.4 pp
Group ARR ($ million)*	20.3	18.8	+8.0%
Cash balance ($ million), and no debt	32.5	31.5	+3.0%
Net cash generated/(outflow) from operating activities ($ million)	4.9	(9.1)
Group Revenue ($ million)	23.6	38.7	-39.0%
Software revenue ($ million)	20.3	22.6	-10.3%
Gross profit margin	87.0%	78.9% (Restated)	+8.1 pp
Software revenue Gross profit margin	95.3%	95.6% (Restated)	-0.3 pp
Adjusted profit before tax** ($ million)	0.2	8.7	-97.4%
Adjusted diluted EPS (cents)	1.04	18.24	-94.3%
Statutory basic (loss)/earnings per share (cents)	(1.21)	16.20
Proposed final dividend (pence)	2.41	2.32	+3.9%
Total dividend for the year (pence)	3.39	3.27	+3.7%

Operational Highlights

Customer Retention & Growth

· Net Revenue Retention of 96.7%, reflecting strong platform stickiness and Customer Success execution across a blue-chip customer base of global financial institutions, insurers and retailers.

· Celebrus ARR grew 10.3% to $15.0 million; the two ARR reductions in the period related solely to customer divestitures, not platform dissatisfaction, and were partially offset by upsells within the remaining entities.

· Customer Success established as a dedicated standalone function with full ownership of renewals and upsell activity.

Go-to-Market Restructuring

· Commercial model restructured into three distinct functions ahead of FY27: Marketing (business development and pipeline generation), Sales (new logo acquisition only) and Customer Success (post-signature relationship and expansion).

· Sales Plays developed around three core prospect pain points, positioning to drive more consistent enterprise conversion.

· FY27 commenced with a strengthened pipeline and increased new lead flow, providing early validation of the revised structure. Two new logos have been added in the first quarter of the new financial year.

Platform & Technology

· v10 platform family fully transitioned to Celebrus Cloud, completing a multi-year re-platforming program.

· Real-time funnel-abandonment prediction launched, enabling active intervention during live customer sessions.

· New AI Data Model and MCP Server positions Celebrus as the data layer for AI applications within customer environments, enabling customer employees with no specialist knowledge to interrogate Celebrus data through third-party AI assistants.

Current trading and Outlook

The Board enters FY27 with confidence, supported by a strong balance sheet with $32.5 million in cash and no debt, a fully re-platformed AI-enabled technology offering, and a restructured commercial model that is already generating encouraging pipeline momentum. With dedicated, accountable teams across Marketing, Sales and Customer Success, the Group is well positioned to convert its strong customer retention performance and growing new business pipeline into ARR growth, and the Board looks to the year ahead with confidence.

* ARR (Annual Recurring Revenue) is redefined as the amount of revenue contracted at a point in time, and derived from software licenses and managed services, that is expected to recur within the next twelve months. "Celebrus ARR" comprises ARR from Celebrus software licenses and associated managed services. FY25 Celebrus and Group ARR have been restated on this basis.

** Adjusted profit before tax is calculated before amortization of intangibles, restructuring costs, acquisition costs, foreign exchange gains/losses and share based payment charges.

Bill Bruno, Chief Executive Officer commented:

"FY26 was a year where our platform and our people proved their quality, but in which new business didn't perform where we needed it to. We've made real structural changes in response, not just tweaks, and going into FY27 we have a focused commercial team, a genuinely differentiated AI-enabled platform, and a pipeline that's building well. We're in a strong position and we're determined to show it in the numbers."

Inside Information: This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service, this inside information is now considered to be in the public domain.

Enquiries

Celebrus Technologies plc

Bill Bruno, Chief Executive Officer

Ash Mehta, Chief Financial Officer

+44 (0) 1932 893333

investors@celebrus.com

Cavendish (Nominated Adviser & Joint Broker)

Julian Blunt / Edward Whiley / Elysia Bough, Corporate Finance

Harriet Ward, Corporate Broking

+44 (0) 20 7220 0500

About Celebrus Technologies plc

Celebrus sets the gold standard globally for improving marketing effectiveness and preventing fraud across all industries. We are laser-focused on improving the relationships between brands and consumers via better data. This means innovating better ways to manage digital identity and know your consumers, even when they are not logged in. Celebrus provides frictionless data capture across all digital channels and devices, ensures compliance by design, and ultimately makes digital data instantly usable wherever required. We thrive on solving complex digital data challenges to help businesses succeed.

Celebrus Technologies Plc is a global business operating in over 30 countries today. We are quoted on the AIM Market of The London Stock Exchange (CLBS).

For more information, please seewww.celebrus.com.

Chairman's statement

FY26 was a year of planned continued transformation, and despite the sales underperformance the Board is satisfied that the decisions taken, some of which have reduced near-term reported numbers, were the right ones for our investors and the long-term health of the business.

The highest profile decision was the change in our contractual terms and conditions leading to a move to straight-line revenue recognition across all new contracts. This was a proactive choice to build a more predictable, higher-quality revenue base that better reflects our strategy, how we operate and ultimately, how we should be valued. The short-term negative impact on reported revenue was thoroughly considered by the Board. We remain comfortable that the increased visibility and recurring quality of future revenue serves the long-term interests of shareholders far better than the alternative.

Alongside that, the Board continued to oversee a significant re-platforming program. The transition to Celebrus Cloud, and the AI-enabled capabilities built on top of it, represent a massive evolution of our platform. With the completion of this work, we enter FY27 with a fully modernized, differentiated technology offering; one that is well positioned to meet the growing enterprise demand for first-party data infrastructure and AI-ready data environments. The Board believes this significantly strengthens our competitive position.

The Board views the quality and loyalty of the customer base as one of the Company's most significant competitive assets. As such, we invested in Customer Success, establishing it as a dedicated, accountable function. Our existing blue-chip customer base affirms the value of the Celebrus platform. Retention was strong, and where reductions in contracted revenue occurred, they were generally caused by structural changes within those customer organizations rather than any dissatisfaction with Celebrus.

New business performance fell short of our expectations, and the Board has been direct with management about that. We fully support creating clear separation between pipeline generation, new logo acquisition and customer retention in the go to market model. The Board has reviewed these changes in depth and supports the direction while challenging management to increase the pace of execution. Early indicators entering FY27 are encouraging, and we are monitoring progress closely.

Our balance sheet remains strong. The Group is debt-free, cash generative and well capitalized, giving management the flexibility to invest in growth, whilst continuing to return capital to shareholders via the dividend. We continued to operate a share repurchase program during the year and recommend another increased dividend, reflecting the Board's confidence in the underlying trajectory of the business.

We expect the foundations we've laid in the product and our go-to-market approach to show clearly in our operating FY27 results. The Board is confident in our strategic direction, our platform, and our team. I would like to thank our shareholders for their continued support, and our employees for their dedication through a demanding but purposeful year.

CEO Statement

FY26 was a year of contrast; one where the strength of our platform, the loyalty of our customers, and the quality of our innovation were on full display, while our ability to consistently secure new business fell short of where we need it to be. We know that we need to improve and are determined to remedy that challenge.

Whilst that shortcoming is frustrating we are proud of what this team built, we've applied what we've learned, and we've made the structural changes necessary to give us genuine confidence in what lies ahead.

Our customers: proof that the platform delivers

The clearest signal of health in any SaaS business is what your existing customers do at renewal. By that measure, FY26 was a strong year. We achieved a Net Revenue Retention of 96.7%, a result that reflects not just the stickiness of the Celebrus platform, but the quality of the relationships our Customer Success team has built and maintained. ARR grew 10.3% to $15.0 million, demonstrating that our software continues to create real value for the organizations that rely on it. The two exceptions - banking customers who reduced their contractual footprint because of their own divestitures, not dissatisfaction with Celebrus - serve to illustrate how strong the broader retention picture is. Those reductions had a $0.6 million impact on our ARR, but that impact would have been more had our Customer Success team not facilitated upsells in other features for the remaining entities in both banks.

This year we made a deliberate and significant investment in Customer Success as a standalone function, and it is paying dividends with a good upsell to an existing US healthcare customer secured after the year end. The team is now fully responsible for renewals and upsells across the installed base. That is not a small remit - it encompasses some of the world's largest financial institutions, insurers, and retailers - and they have executed it with rigor and care. Our ability to retain and grow within our existing customer base is a genuine competitive strength, and it is one we intend to build on.

New business: honest assessment and structural response

Our new logo performance in FY26 did not meet our expectations. We had deals at contractual stage in Q4 that were lost or delayed for reasons that, in some cases, were outside our control and, in others, were within it. That distinction matters - and we've been honest with ourselves about both.

We have responded to this with structural change in how we go to market, not incremental adjustments.

Going into FY27, our commercial model is now organized around three distinct, focused functions:

· Marketing now owns the Business Development layer, the qualification engine, and all lead generation activity. This means consistent, data-driven pipeline creation with clear accountability for the quality and volume of opportunities entering the funnel.

· Sales is now focused exclusively on new logos, with the focus and the incentive structure to match. We have also recruited more experienced individuals to this team.

· Customer Success now owns the full post-signature relationship - renewals, upsells, and expansion - with the freedom and mandate to grow within the base.

This model drives focus on the full customer lifecycle with appropriate depth and expertise at every stage. We began FY27 with a solid pipeline and a good influx of new leads, and we believe that this structure will allow us to fully capitalize on that throughout the year.

In addition, we have also developed very specific "Sales Plays" focused on three core pain points that continue to show themselves in our conversations with prospects. "Audience Accelerator" is focused on our identity and profile services and our platform's ability to build these customer profiles over time from anonymous to known. "Insight Recovery" encapsulates our analytics and insight offerings focused on helping organizations make better decisions and build those better relationships with their consumers. "Real-time Automation" is the streamlined integrations we have built with our partners such as Pega, Salesforce, Databricks, Snowflake, Teradata, Braze, and others.

Under the new commercial model, we have, since the year end, secured two new logos and one existing customer upsell.

Platform innovation: laying the foundations for an AI-led era

The technology work delivered in FY26 has been some of the most consequential in our history.

The v10 platform family, fully transitioned to Celebrus Cloud, marks the end of a multi-year re-platforming cycle and the beginning of an AI-led phase of growth. Three innovations define what Celebrus can now do that it could not do before:

· Server-side consent resolves the long-standing operational tension between marketing and fraud detection - no more parallel deployments, no more downstream workarounds.

· Real-time funnel-abandonment prediction transforms Celebrus from a passive data collector into an active driver of conversion outcomes, flagging mid-session that a visitor is about to drop out while there is still time to intervene.

· AI-enabled semantic configuration removes the single largest onboarding bottleneck - the hand-building of transaction scenarios - allowing customers to expand Celebrus across their business at their own pace rather than at the pace of our specialist resource.

Underpinning all of this is a new AI Data Model and Model Context Protocol (MCP) Server that repositions Celebrus as the data layer that AI runs on inside our customers' businesses. The practical effect is that any authorized business user - marketer, fraud investigator, digital analyst - can interrogate Celebrus data directly through whichever AI assistant they already use, without needing to be a Celebrus expert or wait for a data engineer. This is a fundamental shift in how our platform is consumed, and we believe it will prove to be one of the most commercially significant steps we have taken.

Financial discipline and a clean balance sheet

The headline revenue figure for FY26 reflects a deliberate change in how we account for software license revenues, not a contraction in the underlying business. As communicated during the course of the year, we have moved to straight-line revenue recognition over the contract term, aligned to our Celebrus Cloud model. This change reduces period revenue in the near term but produces a more accurate and durable representation of the business. We think that's the right trade.

We ended the year with $32.5 million in cash, debt-free, and with careful cost control delivering an adjusted pre-tax profit of $0.2 million - slightly ahead of expectations. The balance sheet gives us both resilience and the capacity to invest in the right opportunities as they arise, including the potential for future inorganic growth opportunities through M&A once we have proven our ability to consistently grow organically with our new structure and process improvements.

Looking ahead

We are proud of what this company delivered in FY26, and we are clear-eyed about where we fell short. The foundations - platform, team, customer relationships, and financial position - are strong. The structural changes we have made to our go-to-market model are already showing early signs of the consistency we have been building towards, and the AI-led platform evolution that our Technology team has executed gives Celebrus a genuinely differentiated story to take to market.

FY27 is the year we convert that foundation into ARR growth. The team is focused, the pipeline is building with a new qualification process to ensure higher quality and that we are working on the right deals according to our ideal customer profile. We will continue to put all our effort into delivering market expectations.

Chief Financial Officer's review

Basis of presentation

FY26 was a year of transition for Celebrus as the Group implemented changes to its commercial contracting arrangements designed to increase recurring revenues and improve the visibility and predictability of future earnings. Whilst these changes reduced reported revenue and profitability in the current year, they increased deferred revenue, supported ARR growth and strengthened the quality of future revenue streams.

Despite the impact on reported results, the Group delivered ARR growth of 10.3%, generated positive operating cash flow of $4.9 million and ended the year with cash balances of $32.5 million and no debt.

Income statement

Group revenues for the year were $23.6 million (FY25: $38.7 million). Total software revenues were $20.3 million (FY25: $22.6 million), whilst third-party product revenues were $3.3 million (FY25: $16.1 million). Third-party revenues principally comprise hardware and third-party software sales associated with customer deployments.

Celebrus software revenues, comprising Celebrus software licenses and associated managed services, support and maintenance and implementation services, were $12.9 million (FY25: $13.3 million). Reported revenue in the year was impacted by the transition towards recognizing a greater proportion of contracted license revenues over the life of customer contracts, enhancing future revenue visibility. This impact will reduce in the coming years as older contracts come to an end and all contracts are written under the new contract terms.

Gross margin increased to 87.0% (FY25: 78.9%), reflecting the lower proportion of low-margin third-party revenues and the continued strength of the Group's software economics. Excluding third-party revenues and associated costs, the underlying software gross margin remained exceptionally strong at 95.3% (FY25: 95.6%). The prior year percentages have been restated to reflect the changes announced in July 2025.

Operating expenses reduced by 7.6% to $21.2 million (FY25: $22.9 million) as management continued to focus on operational efficiency, automation and disciplined investment across the Group.

Non-operating expenses of $1.2 million (FY25: $1.3 million) comprised amortization of intangible assets, share-based payment charges, restructuring costs and foreign exchange movements. Restructuring costs principally related to targeted organizational changes undertaken during the year to align the Group's cost base with current market conditions.

The Group continued to benefit from its strong cash position, generating finance income of $0.9 million (FY25: $1.1 million).

Adjusted profit before tax was $0.2 million (FY25: $8.7 million), whilst the reported loss before tax was $1.0 million (FY25: profit before tax of $7.3 million).

The average number of employees during the year was 141 (FY25: 151), reflecting the Group's continued focus on operational efficiency and productivity.

Taxation

The Group recorded a tax credit of $0.5 million (FY25: tax charge of $0.9 million). The Group continues to benefit from the UK Patent Box regime and research and development tax incentives, whilst maintaining a prudent approach to tax management across all jurisdictions in which it operates.

Financial position

The balance sheet remains robust, with no debt and cash balances at the year-end of $32.5 million (FY25: $31.5 million).

Goodwill of $12.2 million (FY25: $12.2 million) relates principally to the acquisitions of Celebrus in 2015 and Prickly Cactus in 2021. Other intangible assets increased to $2.3 million (FY25: $1.6 million) and comprise acquired intellectual property, trade names and capitalized development costs.

The Group expenses the majority of its research and development expenditure as incurred. During the year, $1.0 million (FY25: $0.6 million) was capitalized in accordance with IAS 38, reflecting continued investment in the Celebrus platform.

Property, plant and equipment reduced to $1.2 million (FY25: $1.6 million), primarily due to depreciation and the continued run-off of right-of-use assets.

The Group's financial strength improved during the year. Overall, trade and other receivables reduced from $9.2 million to $3.3 million, deferred revenue increased to $8.8 million and cash balances increased to $32.5 million. Together these metrics provide evidence of improving cash conversion, enhanced revenue visibility and the resilience of the Group's business model.

Trade receivables reduced significantly to $1.1 million (FY25: $5.0 million), reflecting strong collection performance during the year and differences in the phasing of invoicing. Given the Group's customer base is predominantly large multinational enterprises, credit risk remains low and no material bad debt write-offs were incurred during the year.

Trade payables reduced to $0.5 million (FY25: $2.0 million) and accruals reduced to $1.8 million (FY25: $2.1 million). The Group remains committed to paying suppliers in accordance with agreed contractual terms.

Deferred revenue increased to $8.8 million (FY25: $7.1 million), reflecting both commercial momentum and the increased proportion of revenues recognized over the life of customer contracts.

Cash flow and funds

Operating cash flow before working capital movements was an outflow of $0.8 million (FY25: inflow of $7.8 million). Strong working capital management generated an inflow of $6.0 million (FY25: outflow of $14.8 million), principally through improved collection of receivables.

Net cash generated from operating activities was $4.9 million compared with an outflow of $9.1 million in FY25. This significant improvement demonstrates the Group's continued focus on cash generation and disciplined working capital management.

Investing activities resulted in a net cash outflow of $0.2 million (FY25: inflow of $4.2 million), comprising continued investment in product development and capital expenditure, offset by finance income received.

Financing activities resulted in a net cash outflow of $4.1 million (FY25: $2.3 million), principally reflecting dividend payments of $1.8 million and share repurchases of $1.8 million.

The Group remains debt free and maintains a strong liquidity position despite approximately $15 million of our cash balance being required for working capital requirements, bearing in mind the fluctuations in customer billing during a typical financial year. The Board believes the Group's substantial cash resources provide strategic flexibility, support future investment opportunities and reduce perceived vendor risk for enterprise customers evaluating long-term strategic technology partners.

Annual Recurring Revenue

ARR remains the Group's most important operational metric as it provides visibility over future contracted recurring revenues.

During FY26, Celebrus ARR increased by 10.3% to $15.0 million (FY25: $13.6 million). Gross ARR additions of $2.3 million, a 16.9% increase on the opening ARR, were partially offset by churn of $0.7 million. The churn was largely due to two of our banking customers excluding certain banking subsidiaries for reasons such as their divestment. The losses were mitigated in one of the customers by additional upsell of cloud services without which the losses would have been higher in value. There was no loss of customers during the year but largely due to the reductions in these two customers, the Net Revenue Retention for the year was 96.7% (FY25: 104.1%).

The Board is particularly encouraged by the growth in ARR during a year in which reported revenues declined. This demonstrates the increasingly recurring nature of the Group's revenue base and provides a strong platform for future growth.

Group ARR at year end was $20.3 million (FY25: $18.8 million), comprised of the $15.0 million Celebrus ARR and $5.3 million related to non-Celebrus managed services.

Earnings per share

Adjusted profit attributable to owners of the parent was $0.4 million (FY25: $7.4 million).

Basic loss per share was 1.21 cents (FY25: earnings per share of 16.20 cents). As the Group recorded a loss for the year, the dilutive effect of share options has been excluded from diluted loss per share as it would be anti-dilutive; diluted loss per share is therefore equal to basic loss per share.

Adjusted basic earnings per share were 1.07 cents (FY25: 18.73 cents) and adjusted diluted earnings per share were 1.04 cents (FY25: 18.24 cents).

Dividend

The Company paid dividends of $1.8 million during the year (FY25: $1.6 million).

The Board is proposing a final dividend of 2.41p per share, which together with the interim dividend of 0.98p per share brings the total dividend for the year to 3.39p per share, an increase of 3.7% on the prior year. The final dividend is expected to be paid on 21 August 2026 to shareholders on the register as at the close of business on 24 July 2026.

Purchase of own shares

The Company continued its share repurchase program during the year, investing $1.8 million in the acquisition of its own shares (FY25: $0.4 million). The Board believes the program represents an efficient use of capital whilst mitigating dilution arising from employee share incentive schemes.

At 31 March 2026, 883,948 shares had been acquired in the year and following the issue of 101,042 treasury shares to satisfy share option exercise this brought the number of shares held in Treasury to 1,468,790 (FY25: 685,884).

Equity

At the year end, the Group had $38.9 million (FY25: $42.6 million) attributable to the shareholders of the Company. The decrease in the year was principally made up of retained loss in the year of $0.5 million (FY25: profit of $6.4 million), dividends paid during the year of $1.8 million (FY25: $1.6 million), share buybacks of $1.8 million (FY25: $0.4 million) and other equity movements including share-based payments and foreign exchange.

Whilst FY26 results reflect the impact of changes to commercial arrangements and associated revenue recognition, the underlying business delivered growth in ARR, positive operating cash flow, increased deferred revenue and a strengthened cash position. The Board believes these to be valuable indicators providing a more appropriate measure of the progress made during the year and support confidence in the Group's long-term prospects.

Consolidated income statement for the year ended 31 March 2026

		Note	2026	2025
			$'000	$'000
Continuing operations
	Revenue	3	23,591	38,675
	Cost of sales		(3,058)	(8,148)
Gross Profit			20,533	30,527
	Administration expenses	4	(22,365)	(24,230)

(Loss)/profit from operations			(1,832)	6,297
	Finance income		911	1,115
	Financing costs		(55)	(71)
(Loss)/profit before tax		5	(976)	7,341
	Tax		499	(948)
Attributable to equity holders of the parent			(477)	6,393

Earnings per share from continuing operations attributable to the equity holders of the parent

Statutory
	Basic (cents)	6	(1.21)	16.20
	Diluted (cents)	6	(1.21)	15.78

Consolidated statement of comprehensive income for the year ended 31 March 2026

	2026	2025
	$'000	$'000
Attributable to equity holders of the parent	(477)	6,393
Other comprehensive income:
Items that will not be reclassified to profit or loss
Exchange differences on translation of foreign operations	(83)	264
Total comprehensive income for the year attributable
to equity holders of the parent	(560)	6,657

Consolidated statement of changes in equity attributable to
Equity Holders of the Parent for the year ended 31 March 2026

	Share capital	Share premium	Merger reserve	Revaluation reserve	Treasury shares	Retained earnings	Total
	$'000	$'000	$'000	$'000	$'000	$'000	$'000
Balance at 1 April 2024	1,059	4,406	8,207	1,378	(2,584)	24,774	37,240
Dividends paid	-	-	-	-	-	(1,614)	(1,614)
Purchase of own shares	-	-	-	-	(405)	-	(405)
Settlement of share-based payments	-	-	-	-	1,198	(1,528)	(330)
Share-based payment charge	-	-	-	-	-	1,056	1,056
Disposal of Revaluation Reserve	-	-	-	(1,378)	-	1,378	-
Transactions with equity holders	-	-	-	(1,378)	793	(708)	(1,293)
Profit for the year	-	-	-	-	-	6,393	6,393
Other comprehensive income	-	-	-	-	-	264	264
Total comprehensive income	-	-	-	-	-	6,657	6,657
Balance at 1 April 2025	1,059	4,406	8,207	-	(1,791)	30,723	42,604
Dividends paid	-	-	-	-	-	(1,755)	(1,755)
Purchase of own shares	-	-	-	-	(1,809)	-	(1,809)
Settlement of share-based payments	-	-	-	-	282	(250)	32
Share-based payment charge	-	-	-	-	-	338	338
Transactions with equity holders	-	-	-	-	(1,527)	(1,667)	(3,194)
(Loss) for the year	-	-	-	-	-	(477)	(477)
Other comprehensive income	-	-	-	-	-	(83)	(83)
Total comprehensive income	-	-	-	-	-	(560)	(560)
Balance at 31 March 2026	1,059	4,406	8,207	-	(3,318)	28,496	38,850

Consolidated statement of financial position as at 31 March 2026

			Note	2026	2025
				$'000	$'000
Non-current assets
	Goodwill			12,240	12,240
	Other intangible assets			2,275	1,649
	Property, plant and equipment			1,168	1,626
	Deferred tax assets			73	323
				15,756	15,838
Current assets
	Trade and other receivables	8		3,266	9,231
	Tax receivables			313	135
	Cash and cash equivalents			32,494	31,541
				36,073	40,907
Total assets				51,829	56,745

Current liabilities
	Trade and other payables		9	(2,801)	(4,518)
	Tax liabilities			-	(619)
	Deferred revenue			(8,836)	(7,128)
	Lease obligations			(281)	(345)
				(11,918)	(12,610)
Non-current liabilities
	Lease obligations			(610)	(899)
	Deferred tax liabilities			(451)	(632)
				(1,061)	(1,531)
Total liabilities				(12,979)	(14,141)

Net assets				38,850	42,604

Equity
	Share capital			1,059	1,059
	Share premium account			4,406	4,406
	Merger reserve			8,207	8,207
	Own shares			(3,318)	(1,791)
	Retained earnings			28,496	30,723
Attributable to equity holders of the parent				38,850	42,604

Consolidated cash flow statement for the year ended 31 March 2026

		2026	2025
		$'000	$'000
Operating activities
	(Loss)/profit before tax	(976)	7,341
Adjustments for:
	Depreciation of property, plant and equipment	452	599
	Amortization of intangible assets	375	276
	Finance income	(911)	(1,115)
	Finance expense	55	71
	Share-based payments	228	583
	Loss on sale of property, plant and equipment	3	42
Operating cash flows before movements in working capital		(774)	7,797
	Decrease in receivables	6,017	2,005
	Decrease in inventories	-	4,661
	Decrease in payables	(53)	(21,499)
Cash generated from operations		5,190	(7,036)
	Taxes paid	(272)	(2,096)
Net cash generated from / (used in) operating activities		4,918	(9,132)
Investing activities
	Interest received	911	1,115
	Purchase of property, plant and equipment	(101)	(191)
	Purchase of intangible fixed assets	(17)	(89)
	Sale of Land and Buildings	-	3,972
	Capitalization of development costs	(984)	(603)
Net cash (used) in / generated from investing activities		(191)	4,204
Financing activities
	Dividends paid	(1,755)	(1,614)
	Lease repayments	(400)	(231)
	Interest paid	(56)	(71)
	Purchase of own shares	(1,809)	(405)
	Exercise of share options	(30)	(16)
Net cash used in financing activities		(4,050)	(2,337)
Net increase / (decrease) in cash and cash equivalents		677	(7,265)
	Cash and cash equivalents at start of year	31,541	38,790
	Effect of translation	276	16
Cash and cash equivalents at end of year		32,494	31,541

Notes to the financial statements

1. General information

Celebrus Technologies plc is a public limited company incorporated and domiciled in England and Wales and quoted on the AIM Market, hence there is no ultimate controlling party.

2. Significant accounting policies

Basis of preparation

The financial statements have been prepared in accordance with International Accounting Standards adopted by the Companies Act 2006 applicable to companies reporting under International Accounting Standards.

The presentation and functional currency of the financial statements is US Dollars and amounts are rounded to the nearest thousand US dollars.

The financial statements have been prepared under the historical cost convention.

The financial information contained in this announcement does not constitute the Group's statutory accounts for the year ended 31 March 2026 but is derived from those accounts which have been audited and which will be filed with the Registrar of Companies in due course.

The auditors' report on the Annual Report and Financial Statements for the year ended 31 March 2026 was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or s498(3) of the Companies Act 2006.

Going concern

The Group and Company's business activities, together with the factors likely to affect its future development, performance and position and the risks and uncertainties have been considered.

The Directors have reviewed stress tests for future cashflows over the 18 months to 30 September 2027 to ensure there are sufficient financial resources, together with income from existing contracts with a number of customers, to cover budgeted future cashflows. On this basis, the Directors have adopted the going concern basis in preparing these accounts.

3. Business and geographical segments

IFRS 8 Operating Segments requires these to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the chief operating decision maker to allocate resources to the segments and assess their performance.

The Group operates the business as a single business with no separation into divisions or allocation or people or assets to a particular division. The management team is responsible for all product groups with no individual having responsibility for a particular product group. This is consistent with the internal reporting for management purposes. Management does however monitor revenues by revenue type.

Information is presented to the Board on the revenue analysis below:

· Celebrus Software

· Non-Celebrus managed services

· Professional Services

· Third party products

The revenue analysis set out below is consistent with that provided to the Board of Directors.

	2026	2025
	$'000	$'000
Celebrus Software	12,907	13,272
Non-Celebrus managed services	5,349	5,560
Professional Services	2,000	3,742
Software revenues	20,256	22,574
Third party products	3,335	16,101
Revenue	23,591	38,675

The revenue segments changed during the year ended 31st March 2026 to better represent the business operations. This change has been reflected in the prior year numbers.

Geographical information
		Group
		2026	2025
		$'000	$'000
	United States of America	14,178	29,535
	United Kingdom	6,574	6,991
	Rest of Europe	1,719	908
	Others	1,120	1,241
		23,591	38,675

The geographical revenue analysis is determined by the domicile of the customer.

4. Administrative expenses

	2026	2025
	$'000	$'000
Operating expenses	21,165	22,897
Amortization of intangible assets	375	276
Share-based payments	228	583
Net foreign exchange differences	(47)	135
Restructuring costs	644	339
Administrative expenses	22,365	24,230

5. Adjusted profit before tax


	2026 $'000	2025 $'000
	$'000	$'000
(Loss)/profit before tax	(976)	7,341
Amortization of intangible assets	375	276
Share-based payments	228	583
Net foreign exchange differences	(47)	135
Restructuring costs	644	339
Adjusted profit before tax	224	8,674

6. Earnings per share

The calculation of earnings per share is based on profit attributable to owners of the parent and the weighted average number of Ordinary shares in issue during the year. The adjusted earnings per share figures have been calculated based on earnings before adjusted items. These have been presented to provide shareholders with an additional measure of the Group's year-on-year performance. For diluted earnings per share, the weighted average number of Ordinary shares in issue is adjusted to assume conversion of all dilutive potential Ordinary shares arising from share options granted to employees where the exercise price is less than the market price of the Company's Ordinary shares at the year end. Details of the adjusted earnings per share are set out below:
		2026	2025
		$'000	$'000
(Loss)/profit attributable to owners of the parent		(477)	6,393
Amortization of intangible assets		375	276
Share-based payment		228	583
Net foreign exchange differences		(47)	135
Restructuring costs	644			339
Tax on the adjustments		(301)	(333)
Adjusted profit attributable to owners of the parent		422	7,393

	2026 No.	2025 No.
Basic weighted average number of shares, excluding own shares, in issue	39,378,798	39,460,436
Dilutive effect of share options	1,240,202	1,062,160
Diluted weighted average number of shares, excluding own shares, in issue	40,619,000	40,522,596

	2026	2025
	Cents	Cents
Basic Earnings per share	(1.21)	16.20
Diluted Earnings per share	(1.21)	15.78
Adjusted Basic Earnings per share	1.07	18.73
Adjusted Diluted Earnings per share	1.04	18.24

7. Dividends

		2026	2025
		$'000	$'000
Amounts recognized as distributions to equity holders
	Final dividend for the year ended 31 March 2025 of 2.32p (for the year ended 31 March 2024: 2.23p) per share	1,237	1,155
	Interim dividend for the year ended 31 March 2026 of 0.98p (31 March 2025: 0.95p) per share	518	459
		1,755	1,614

The proposed final dividend for the year ended 31 March 2026 of 2.41p is subject to shareholder approval at the AGM and has not been included as a liability in these financial statements. The final dividend is expected to be paid on 21 August 2026 to shareholders on the register as at the close of business on 24 July 2026.

8. Trade and other receivables

Current	2026	2025
	$'000	$'000
Trade receivables	1,106	5,010
Other debtors	97	100
Prepayments	1,997	1,875
Accrued Income	66	2,246
	3,266	9,231

Ageing of receivables	2026	2025
	$'000	$'000
Less than 30 days	1,106	2,237
31 to 60 days	-	347
61 to 90 days	-	-
91 to 120 days	-	2,426
More than 120 days	-	-
	1,106	5,010

The average credit period taken on sales of goods and services was 57 days (FY25: 63 days).

In accordance with IFRS 9, the Group performed a year-end impairment exercise to determine whether any write down in amounts receivable was required, using an expected credit loss model. The expected loss rate for receivables less than 120 days old is 0% and above 120 days has not been considered on the basis of immateriality. In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the reporting date.

9. Trade and other payables

	2026	2025
	$'000	$'000
Trade payables	505	1,958
Other taxes and social security	206	229
Other creditors	258	231
Accruals	1,832	2,100
	2,801	4,518

There is no material difference between the fair value of payables and their carrying value.

Trade payables comprise amounts outstanding for trade purchases and ongoing costs. The average credit period taken for trade purchases is 14 days (FY25: 26 days). Their carrying value approximates to their fair value.

10. Investor presentation

The investor presentation will be available on the company's website https://investors.celebrus.com/ later today. Bill Bruno (CEO) and Ash Mehta (CFO) will provide a live presentation relating to the full-year results via the Investor Meet Company platform today at 2pm BST.

Investors can sign up to Investor Meet Company for free and add to meet Celebrus via the link below:

https://www.investormeetcompany.com/companies/celebrus-technologies-plc

11 Annual Report and Accounts and Notice of AGM

The 2026 Annual Report and Accounts will be available on the company's website in the next few days at: https://investors.celebrus.com/. The Notice of AGM will be made available on the company's website, along with the shareholder proxy form, and a shareholder notification on 14 July when the notification will be posted to shareholders for the purposes of the AIM Rules for Companies and in accordance with the Company's articles of association. Hard copies will also be available from the Company's registered office Elmbrook House, 18-19 Station Road, Sunbury-on-Thames, Middlesex, TW16 6SB.

12. Annual General Meeting

The 2026 Annual General Meeting of the Company will be held at 9am BST on Thursday 13 August 2026 at the Company's registered office. This will comprise formal business only. The directors plan to broadcast a Q&A session later in the day at 2pm BST via the Investor Meet Company platform. Investors can sign up to Investor Meet Company for free and add to meet Celebrus via the link below:

https://www.investormeetcompany.com/companies/celebrus-technologies-plc

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