Acquisition of Jadu Holdings Limited

Netcall plc (AIM: NET), an enterprise software company that unites automation and customer engagement in one AI-powered platform, has acquired Jadu Holdings Limited(1) ("Jadu"), a UK-based provider of digital experience platforms (the "Acquisition").

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Highlights:

About Jadu

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Jadu (www.jadu.net) is an accessibility-first digital experience platform combining web content management, forms and payments, case management, and AI-enabled multilingual search. It enables compliant, inclusive services for public-sector and higher-education organisations across the UK, North America and Australia, increasing digital adoption and reducing cost-to-serve.

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Headquartered in Leicester, Jadu serves around 120 customers, including Birmingham City Council, Liverpool City Council, Wasatch County Government (Utah), Carnegie Mellon University (Pennsylvania), and employs over 80 staff. Jadu's founders will remain with the business, supporting integration and ongoing growth within the Netcall Group.

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As at 30 September 2025, Jadu's annual recurring revenue ("ARR") was £5.9 million (2024: £5.3 million, +10% YoY), with c. 90% generated from cloud services. For the year ended 30 September 2025, revenue was £7.4 million (2024: £6.9 million, +7% YoY), with recurring revenue up 10% to £5.6 million (2024: £5.1 million), representing 76% of the total. Following investment to support international expansion, Jadu reached EBITDA(3) breakeven in Q4 and delivered an adjusted EBITDA loss of £0.3 million (2024: loss £0.1 million), and a loss before tax of £0.7 million (2024: loss before tax £0.2 million). Gross assets at 30 September 2025 were £2.2 million (2024: £3.3 million). At completion, Jadu is expected to have c. £0.4 million in cash. All financial information is unaudited and drawn from management accounts and Companies House filings.

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Acquisition Rationale

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The Acquisition advances Netcall's strategy to fast-track Liberty's roadmap, expand the customer base and create cross-sell opportunities that can increase Annual Contract Value ("ACV") per account and support recurring revenue quality. It strengthens Liberty's position as a single platform for customer engagement and automation, combining content, workflow, communications and AI, to help deliver accessible digital experiences and more seamless citizen and customer journeys. By adding Jadu's customer-experience layer to Liberty automation, customers can reduce point solutions and integration effort, accelerate time‑to‑value, and support spend consolidation with Netcall.

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This Acquisition expands Netcall's reach in UK local government from c. one-in-three to c. one-in-two UK councils, with low customer overlap, and positions the enlarged platform to meet accelerating digital mandates and local government reorganisation. It also increases the Group's footprint outside the UK, adding more than 25 US public-sector customers and a growing pipeline via Jadu's established US partner network, broadening the addressable market and creating cross-sell opportunities across the UK and internationally.

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The Acquisition is expected to be earnings enhancing(2) in the current financial year, based on adjusted earnings per share, supported by operational efficiencies and identified cost synergies. Jadu's cloud-based, recurring revenue model is aligned with Netcall's approach, underpinning predictable, high-quality earnings.

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Consideration for the Acquisition

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The total consideration is up to £19.2 million. The initial gross consideration is £15.2 million, comprising £11.2 million payable in cash from Netcall's existing resources (with £0.6 million retained by Netcall for one year) and 3,378,664 Netcall Ordinary Shares (subject to a two-year lock-in), valued at £4.0 million based on the 50-day average closing price of Netcall shares of 118.39 pence to 9 December 2025.

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Additional consideration of up to £4.0 million may be payable, contingent on Jadu meeting specified financial and non-financial performance targets, including ACV growth of c. 20% p.a. over two years following the Acquisition. Payments will be assessed and made periodically in cash throughout the earn-out period.

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James Ormondroyd, Chief Executive of Netcall, commented: "We're unifying automation and customer engagement with an accessibility-first digital experience layer that complements our low-code capabilities in one platform. This brings the digital front‑end together with AI‑driven workflows in a single solution that helps organisations deliver better services faster. The acquisition lifts our UK council coverage to more than half and adds more than 25 US public‑sector customers through an established partner channel, creating clear cross‑sell routes. With c.90% of Jadu's ARR from cloud services and identified cost efficiencies, we expect the acquisition to be accretive to adjusted EPS this financial year, and to add to our growing base of recurring revenues."

Issue of Shares and Total Voting Rights

Application will be made to the London Stock Exchange for the 3,378,664 new Ordinary Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and trading will commence at 8.00 a.m. on 15 December 2025.

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The Company advises that, following Admission, the Company's issued share capital will be 172,352,933 Ordinary Shares which includes 1,869,181 Ordinary Shares held in treasury. As such the Company's total number of Ordinary Shares with voting rights will be 170,483,752. This figure of 170,483,752 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

• Jadu was owned by its founders comprising Suraj Kika, Andrew Perkins and Lee Pilmore, who collectively held 85.9% of the company, the remaining 14.1% was held by current and former employees.
• No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Netcall for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share for Netcall.
• Profit before interest, tax, depreciation and amortisation adjusted to exclude the effects of share-based payments, acquisition, impairment, profit or loss on disposals, contingent consideration and non-recurring transaction costs.