| Schedule of business combinations |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | Provisional £’000 | | Initial cash consideration | 223,045 | | | Equity consideration | 13,778 | | | Fair value of contingent consideration | 4,443 | | | Total consideration transferred | 241,266 | |
The Company's allocation of the total purchase consideration amongst the net liabilities acquired is as follows: | | | | | | | | | | | | | Carrying Value £’000 | Provisional Fair Value Adjustments £'000 | Provisional Fair Value £'000 | | Intangible assets - client relationships | — | | 66,287 | | 66,287 | | | Software - own work capitalised | 37,554 | | (28,176) | | 9,378 | | | Property, plant and equipment | 480 | | — | | 480 | | | Right of use assets | 4,125 | | — | | 4,125 | | | Deferred tax asset | 474 | | 6,179 | | 6,653 | | | Cash and cash equivalents | 6,486 | | — | | 6,486 | | | Trade and other receivables | 19,837 | | (1,079) | | 18,758 | | | Lease liabilities | (4,133) | | — | | (4,133) | | | Borrowings | (48,566) | | — | | (48,566) | | | Trade and other payables | (43,420) | | — | | (43,420) | | | Corporation tax payable | (37) | | (3,558) | | (3,595) | | | Deferred tax liability | — | | (23,433) | | (23,433) | | | Fair value of net liabilities acquired | (27,200) | | 16,220 | | (10,980) | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | Final £’000 | | Initial cash consideration | 13,881 | | | Fair value of deferred consideration | 943 | | | Total consideration transferred | 14,824 | |
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: | | | | | | | £’000 | | Property, plant and equipment | 336 | | | Cash and cash equivalents | 1,885 | | | Trade and other receivables | 1,848 | | | Trade and other payables | (1,932) | | | Corporation tax payable | (638) | | | Fair value of net assets acquired | 1,499 | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | £’000 | | Initial cash consideration | 3,214 | | | Fair value of deferred consideration | 741 | | | Fair value of contingent consideration - tax refund | 296 | | | Fair value of contingent consideration | 4,082 | | | Total consideration transferred | 8,333 | |
The Company's allocation of the total purchase consideration amongst the net liabilities acquired is as follows: | | | | | | | £’000 | | Intangible assets - client relationships | 2,106 | | | Property, plant and equipment | 88 | | | Deferred tax asset | 633 | | | Cash and cash equivalents | 160 | | | Trade and other receivables | 1,106 | | | Borrowings | (5,740) | | | Trade and other payables | (3,843) | | | Deferred tax liability | (537) | | | Fair value of net liabilities acquired | (6,027) | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Initial cash consideration | 44,272 | | (1,269) | | 43,003 | | | Equity consideration | 5,337 | | — | | 5,337 | | | Fair value of deferred consideration | 2,468 | | — | | 2,468 | | | Fair value of contingent consideration | 5,071 | | — | | 5,071 | | | Total consideration transferred | 57,148 | | (1,269) | | 55,879 | |
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: | | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Intangible assets - client relationships | 16,459 | | (743) | | 15,716 | | | Property, plant and equipment | 354 | | — | | 354 | | | Right of use assets | 4,667 | | — | | 4,667 | | | Deferred tax asset | — | | 641 | | 641 | | | Cash and cash equivalents | 10,817 | | — | | 10,817 | | | Trade and other receivables | 13,006 | | 385 | | 13,391 | | | Corporation tax receivable | 368 | | (200) | | 168 | | | Lease liabilities | (4,752) | | — | | (4,752) | | | Trade and other payables | (24,550) | | (669) | | (25,219) | | | Corporation tax payable | (659) | | 659 | | — | | | Deferred tax liability | (4,197) | | 189 | | (4,008) | | | Fair value of net assets acquired | 11,513 | | 262 | | 11,775 | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Initial cash consideration | 7,361 | | (30) | | 7,331 | | | Equity consideration | 2,831 | | — | | 2,831 | | | Fair value of deferred consideration | 1,084 | | — | | 1,084 | | | Fair value of contingent consideration | 3,823 | | — | | 3,823 | | | Total consideration transferred | 15,099 | | (30) | | 15,069 | |
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: | | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Intangible assets - client relationships | 2,997 | | — | | 2,997 | | | Property, plant and equipment | 29 | | — | | 29 | | | Deferred tax asset | 133 | | 129 | | 262 | | | Cash and cash equivalents | 546 | | — | | 546 | | | Trade and other receivables | 818 | | — | | 818 | | | Trade and other payables | (1,236) | | — | | (1,236) | | | Corporation tax payable | (55) | | (121) | | (176) | | | Deferred tax liability | (899) | | — | | (899) | | | Fair value of net assets acquired | 2,333 | | 8 | | 2,341 | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | £’000 | | Initial cash consideration | 32,025 | | | Equity consideration | 9,975 | | | Fair value of deferred consideration | 1,416 | | | Fair value of contingent consideration | 5,877 | | | Total consideration transferred | 49,293 | |
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: | | | | | | | £’000 | | Intangible assets - client relationships | 4,530 | | | Property, plant and equipment | 51 | | | Right of use assets | 299 | | | Deferred tax asset | 136 | | | Cash and cash equivalents | 1,824 | | | Trade and other receivables | 2,098 | | | Lease liabilities | (319) | | | Trade and other payables | (1,192) | | | Corporation tax payable | (825) | | | Deferred tax liability | (1,359) | | | Fair value of net assets acquired | 5,243 | |
The following table summarises the acquisition date fair values of each major class of consideration transferred: | | | | | | | £’000 | | Initial cash consideration | 5,400 | | | Equity consideration | 1,505 | | | Fair value of deferred consideration | 1,225 | | | Fair value of contingent consideration | 6,901 | | | Total consideration transferred | 15,031 | |
The Company's allocation of the total purchase consideration amongst the net assets acquired is as follows: | | | | | | | £’000 | | Intangible assets | 9 | | | Intangible assets - Client relationships | 1,240 | | | Property, plant and equipment | 12 | | | Cash and cash equivalents | 576 | | | Trade and other receivables | 930 | | | Corporation tax receivable | 115 | | | Trade and other payables | (335) | | | Deferred tax liability | (296) | | | Fair value of net assets acquired | 2,251 | |
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| Schedule of goodwill arising from acquisition |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | Provisional £’000 | | Consideration transferred | 241,266 | | | Fair value of net liabilities acquired | 10,980 | | | Goodwill | 252,246 | |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | £’000 | | Consideration transferred | 14,824 | | | Fair value of net assets acquired | (1,499) | | | Goodwill | 13,325 | |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | £’000 | | Consideration transferred | 8,333 | | | Fair value of net liabilities acquired | 6,027 | | | Goodwill | 14,360 | |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Consideration transferred | 57,148 | | (1,269) | | 55,879 | | | Fair value of net assets acquired | (11,513) | | (262) | | (11,775) | | | Goodwill | 45,635 | | (1,531) | | 44,104 | |
Goodwill arising from the acquisition has been recognised as follows:
| | | | | | | | | | | | | Provisional £’000 | Adjustments £'000 | Final £'000 | | Consideration transferred | 15,099 | | (30) | | 15,069 | | | Fair value of net assets acquired | (2,333) | | (8) | | (2,341) | | | Goodwill | 12,766 | | (38) | | 12,728 | |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | £’000 | | Consideration transferred | 49,293 | | | Fair value of net assets acquired | (5,243) | | | Goodwill | 44,050 | |
Goodwill arising from the acquisition has been recognised as follows: | | | | | | | £’000 | | Consideration transferred | 15,031 | | | Fair value of net assets acquired | (2,251) | | | Goodwill | 12,780 | |
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| Schedule of business acquisition, pro-forma information |
Revenue and Loss of GalaxE from the GalaxE Acquisition Date to 30 June 2024: | | | | | | | £’000 | | Revenue | 23,596 | | | Loss | (1,840) | |
Management’s estimate of Revenue and Loss of GalaxE for the reporting period ended 30 June 2024 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 121,984 | | | Loss | (6,189) | |
Revenue and Profit of EQ Tek from the EQ Tek Acquisition Date to 30 June 2024: | | | | | | | £’000 | | Revenue | 5,102 | | | Profit | 615 | |
Management’s estimate of Revenue and Profit of EQ Tek for the reporting period ended 30 June 2024 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 15,305 | | | Profit | 1,727 | |
Revenue and Loss of TLM from the TLM Acquisition Date to 30 June 2024: | | | | | | | £’000 | | Revenue | 5,262 | | | Loss | (7,803) | |
Management’s estimate of Revenue and Loss of TLM for the reporting period ended 30 June 2024 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 5,742 | | | Loss | (8,152) | |
Revenue and Profit of DEK from the DEK Acquisition Date to 30 June 2023: | | | | | | | £’000 | | Revenue | 1,703 | | | Profit | 371 | |
Management’s estimate of Revenue and Profit of DEK for the reporting period ended 30 June 2023 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 29,030 | | | Profit | 3,273 | |
Revenue and Profit of Mudbath from the Mudbath Acquisition Date to 30 June 2023: | | | | | | | £’000 | | Revenue | 2,019 | | | Profit | 297 | |
Management’s estimate of Revenue and Profit of Mudbath for the reporting period ended 30 June 2023 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 10,086 | | | Profit | 127 | |
Revenue and Profit of Lexicon from the Lexicon Acquisition Date to 30 June 2023: | | | | | | | £’000 | | Revenue | 11,867 | | | Profit | 605 | |
Management’s estimate of Revenue and Profit of Lexicon for the reporting period ended 30 June 2023 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 16,269 | | | Profit | 1,061 | |
Revenue and Loss of BAC from the BAC Acquisition Date to 30 June 2022: | | | | | | | £’000 | | Revenue | 1,790 | | | Loss | 112 | |
Management’s estimate of Revenue and Profit of BAC for the reporting period ended 30 June 2022 (had the acquisition occurred at the beginning of the reporting period): | | | | | | | £’000 | | Revenue | 4,391 | | | Profit | 227 | |
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