Software Circle Plc · LSE:SFT
Software Circle — Shareholder Meeting (September 2026)
70 slides from Software Circle's shareholder meeting presentation, September 2026
Slide 1: Annual Presentation to Shareholders 2026
1 Presentation 2026Annual to Shareholders (and guests) www.softwarecircle.com Software Circle plc is registered in England and Wales under number 03983312 Registered office: c/o Gateley Legal, Ship Canal House, 98 King Street, Manchester, M2 4WU. VAT Registration No. GB 764 5390 08
Slide 2: Disclaimer
2 Disclaimer The information contained in these slides and any accompanying verbal presentation, any question and answer session and any document or material distributed at or in connection with the verbal presentation (together, the “Presentation”) have not been approved by an authorised person wit
Slide 3: Boosted NED Squad
BOOSTED NED SQUAD
Slide 4: Frank's Figures
FRANK’S FIGURES Champions VMS League 2026/27 Long term holder 100% AI literacy 100% M&A Skills 100% Value investor 100% Frank Fischer
Slide 5: Mission: UK's leading serial acquirer and operator of VMS
5 Mission: To be the UK’s leading serial acquirer and operator of VMS businesses.
Slide 6: Leading how?
6 Leading how? Returns Improvability Equity Efficiency A disciplined approach Our journey funded in Identify and implement focussed on the most equity efficient improvability of an maximising long term way possible, balancing acquisition using our returns on the risk, pace and the impact business sy
Slide 7: We VMS
7 WE VMS Mission-critical systems Low Churn Deeply embedded High Switching Costs Recurring Revenues Predictable, sustainable and scalable Niche solutions Pricing Power
Slide 8: Operating units, people and revenue
11 Operating Units 179 People £25m * Revenue * FY27 Run Rate
Slide 9: Our Circle
9 THE PORTFOLIO Our Circle DEC JAN Operating Sector 2025 GRAPHICS & ECOMMERCE NOV FEB 2024 GRAPHICS & ECOMMERCE 2023 PROFESSIONAL & FINANCIAL SERVICES HEALTH & SOCIAL CARE OCT 2022 MAR PROPERTY EDUCATION PROFESSIONAL & FINANCIAL SERVICES SEP APR HEALTH & SOCIAL CARE EDUCATION PROFESSIONAL & FINANCIA
Slide 10: The fifth gate
10 The fifth gate FY22 FY23 FY24 FY24 Gate 1 Gate 2 Gate 3 Gate 4 Pivot to VMS Serial Find VMS Raise Equity Get to >£5m aEBITDA Get to >£15m aEBITDA acquirer businesses Show organic growth Utilise bond to Get to £17m T/O and acquire them >10% aEBITDA
Slide 11: Twin Engines
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Slide 12: Key Metrics
12 Key Metrics Our scoreboard for success Recurring Revenue Subscription and contract-based revenue expected to continue into the future. Operating EBITDA (“oEBITDA”) EBITDA before impairments, share option charges, exceptional costs, acquisition related costs, central administration costs and the c
Slide 13: Headline Scorecard
13 Headline Scorecard FY26 FY25 FY24 FY23 Year Ending Year Ending Year Ending Year Ending 1 EBITDA of operating units before central Continuing operations 31 March 31 March 31 March 31 March costs, exceptional items, excluding impact 2026 2025 2024 2023 of R&D capitalisation. # Operating Units 11 9
Slide 14: Operating to statutory bridge
Operating to statutory bridge Adjusting items reconcile Operating performance to the statutory result (£'000) Adjusting items £'000 Operating Amortisation of Acquisition-related Unwinding of Value adj's to Statutory intangibles arising discount on contingent costs on acquisition consideration consid
Slide 15: UK Tax Losses
15 UK Tax Losses Increase Decrease Total £8.0m £1.3m £(1.1m) £(1.5m) £4.8m £(1.8m)
Slide 16: Underlying Engine
16 Underlying Engine Organically compounding Acquired Portfolio Revenue (GBP) oEBITDA 20m £17.0m 15m £11.9m (GBP) 10m £7.8m £7.2m 5m £4.3m £2.8m 0m FY 2024 FY 2025 FY 2026 Org Revenue Growth 5% 5% 7% Org oEBITDA Growth 22% 12% 23% Margin 36% 36% 43% Capital Deployed £4.4m £9.2m £12.1m
Slide 17: The Playing Field
17 The Playing Field Acquired Portfolio 60% 50% 50 40% YoY Growth 30% Quality Score 20% 10% FY26 FY25 -0% -10% -10% -0% 10% 20% 30% 40% 50% 60% EBITDA
Slide 18: Operating Segments: Revenue
18 Operating Segments FY26 Revenue by Operating Segment Group Revenue Contribution 2 units 34% Graphics & E-commerce Period ended Graphics & Prof. & Fin. Health & Operating Education Property 28% 4 units 31 March 2026 Ecommerce Services social care Total Prof. & Fin. Services Total Revenue (£’000) 7
Slide 19: Operating Segments: oEBITDA
19 Operating Segments FY26 oEBITDA by Operating Segment Group oEBITDA Contribution 13% 2 units Graphics & E-commerce 4 units 34% Period ended 31 Graphics & Prof. & Fin. Health & Operating Prof. & Fin. Services Education Property March 2026 Ecommerce Services social care Total Segment oEBITDA 1,010 2
Slide 20: oEBITDA Growth
20 oEBITDA Growth Revenue contribution Cost e ciency contribution Total organic oEBITDA growth 600 450 300 150 £’000 0 (150) (300) (450) (600) BTB Arc Total Drive Top oor Watermark Vertical+ Link Maker CMS Nettl OA BIS fl ffi
Slide 21: Our changing profile
21 Our changing profile Recurring versus Non-Recurring Revenue 100 Recurring Revenue 90 Non-recurring Revenue 80 70 60 % of Revenue 50 40 30 20 10 0 -10 FY22 FY23 FY24 FY25 FY26
Slide 22: Lean by design
22 Lean by design Central Costs % Central Costs £ oEBITDA £ 200% 10.0m 175% 8.0m Percentage of OEBITDA % 150% 125% 6.0m GBP 100% 75% 4.0m 50% 2.0m 25% 0% 0.0m FY22 FY23 FY24 FY25 FY26 FY23 FY24 FY25 FY26
Slide 23: Group revenue FY26
23 Group FY26 Revenue = 25% CAGR 30,000,000 Run Rate 22,500,000 Revenue (GBP) £25.0m 15,000,000 £22.3m £18.3m 1 FY27 Run Rate £16.2m 2 EBITDA before Central Costs 7,500,000 £11.6m 3 EBITDA after Central Costs £8.9m includes exec, non-exec and central salaries at proposed levels, audit fees, 0 NOMAD
Slide 24: Measuring Return
Measuring Return
Slide 25: Total non-contingent consideration for all deals
£ 37m Total non-contingent consideration for all deals to date, rising to £41m when considering deferred and contingent consideration payable based on current performance levels * Conversion rate of 0.87 for EUR deals
Slide 26: Return on capital deployed
26 Return on capital deployed OROCD a measure of the total cash deployed to date, including related expenses versus the oEBITDA in the year FY2023 20% FY2024 21% FY 2025 24% FY2026 25% ROCD a measure of the total cash deployed to date, including related expenses versus the aEBITDA in the year FY2023
Slide 27: Operating Unit
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Slide 28: Topfloor Titans
TOPFLOOR TITANS SFT Operating Unit Superheroes Valuation FY25 FY26 Total Revenue £1.5m £1.6m £1.9m Annual Recurring Revenue £1.5m £1.6m £1.9m ARR % of Sales 100% 100% 100% oEBITDA 46% 50% 50% EV multiple 6x 5x 4x Cathal Browne & Niall Wrafter
Slide 29: Arc Avenger
ARC AVENGER SFT Operating Unit Superheroes Valuation FY25 FY26 Total Revenue £1.1m £1.2m £1.4m Annual Recurring Revenue £1.1m £1.2m £1.4m ARR % of Sales 100% 100% 100% oEBITDA 27% 37% 47% EV multiple 5x 3x 2x Ned Bishay Brad Ormsby
Slide 30: aEBITDA multiples paid
30 aEBITDA multiples paid a measure of the total non-contingent consideration, including deal costs, M&A bonus and contingent consideration paid versus the Operating EBITDA in the nancial year 2026 xMultiple Valuation x5.1 x5.3 x5.8 x6.4 x4.7 x6.6 x6.8 x6.9 x7.1 x7.5 Collective Valuation x6.6 Curren
Slide 31: Cash & Funding
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Slide 32: Capital deployment
32 Capital deployment Since FY21 to August 2026 Capital generated Capital deployed £18.3m Today Gate 5 £10m Accordion plus £16.8m Cash from Ops £10.3m £15.5m £11.5m £3.0m £1.2m £36.6m £3.3m £2.7m
Slide 33: Refinancing at a glance
Refinancing at a glance Shawbrook term loan versus the new Santander revolving credit facility Facility limit Margin over SONIA Leverage covenant Interest cover Mandatory repayments Non-utilisation fee was £16.7m was +5.5% was 3.8x was CFADS ≥1.1x was £0.67m p.a. was 1.75% p.a. £25m +2–3% 4.0x ≥4.0x
Slide 34: Getting to gate 5
34 Getting to gate 5 Adjusted EBITDA over time Assuming Acquisition at current multiples & similar business profile Maximum gross leverage = x3 aEBITDA Organic oEBITDA Growth = 12% Cost of Debt = 6.7% Corporation Tax rate = 25% aEBITDA Gate 5 Maximum deployment of £20m per year 70 60 50 aEBITDA (£m)
Slide 35: AI Strategy
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Slide 36: Elephant in the room
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Slide 37: SaaS-pocalypse: The AI fear trade
37 “SaaS-pocalypse” The AI fear trade
Slide 38: What's the AI Moat?
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Slide 39: What does AI unlock?
39 “What does AI unlock? How does it create value?
Slide 40: 40
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Slide 41: AI Upskill
41 AI Upskill Community Group AI Champions Enablement Centre Regular cross-group forums for AI Define group AI principles, Named owner per Op Unit for AI users, devs and leaders; standards and recommended adoption and coordination; tools; Share real examples, tools, Identify and prioritise local AI
Slide 42: SaaS Types
42 SaaS Types Vitamin Painkiller Oxygen Nice to Have Need to Have Can’t operate without Helpful, but non-essential. Solves an acute, expensive problem Mission-critical. If it stops, the Customers like having it, it can that’s already hurting. It saves time, business stops, or becomes unsafe or impro
Slide 43: The Moat
43 The Moat Transaction Embed Regulatory Lock-in Proprietary Data AI Disruption VMS AI Disruption
Slide 44: The Moat
44 The Moat CONTEXT TRUST CONTROL Proprietary Data Regulatory Lock-in Transaction Embedded Accumulates data that is hard for Regulation materially increases Economically and operationally a new entrant to recreate, and switching cost, because the entangled with the moment value Summary hard for a cu
Slide 45: AI Lens
45 AI Lens Target AI Assessment
Slide 46: Own the agent
Own the agent If the agent lives elsewhere, we become a back-end. If it lives with us, we become the control tower. By owning the agent, we: OWN (agent inside platform) RENT (agent outside) • Stay the control tower: work starts and finishes in our platform. • Trust by design: External AI layer permi
Slide 47: Own the data, the agent, the workflow
47 Own the data Own the agent Own the workflow
Slide 48: Systems of Record, Systems of Action
48 Systems of Record Systems of Action The governed source of truth where data The layer that uses “SoR” truth to decide and patterns live. It’s built for accuracy, do things in the moment. consistency, auditability, and compliance. It orchestrates workflows, triggers steps, recommends next best act
Slide 49: The evolution
49 The evolution Product depth make platforms more valuable, not less, in an AI world On-Prem Cloud Agentic Software as a Product Software as a Service Software as a Worker Pricing Unit Licenses Pricing Unit Seats Pricing Unit Outcome, usage Growth Curve Episodic/Staircase Growth Curve Linear ramp G
Slide 50: Record of care agent
50 Record of care agent Care staff at capacity, limited to ‘checkbox care planning’ producing formulaic non person-centred care. AI Solution User Agent Updates record of care note Accesses full historical care record Request historical data Recognises patterns Adds commentary and suggest follow-up c
Slide 51: Record of care agent
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Slide 52: Agent Oodles
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Slide 53: Agent Oodles: order history
53 Agent Oodles Accessing customer order history and actioning new tasks
Slide 54: Agent Oodles: debtors
54 Agent Oodles Identifying and acting upon debtors
Slide 55: Document AI
55 Document AI Client AI Broker AI Compliance AI Prompts clients to correct Renames, categorises, Validates document issues before application analyses documents like bank completeness and verifies submission statements information
Slide 56: Broker AI
56 4, SOFTWARE ve CIRCLE pic @ Chrome File View History Bookmarks o @ Applications - Testing Broker Al Profiles Tab Window Online Application Jun 6:00PM + Ask Gemini € > G —%& testing.onlineapplication.io/v2/applications/11872/overview i (> Application © Applications First time buyer ‘Sarah Martin P
Slide 57: Self Reinforcing Moat
Self Reinforcing Moat Data Feedback Loops Transition from rule-based workflows to agentic driven flow. Create Moats Workflow Proprietary User interactions generate usage Data AI models anticipate needs proprietary data that improves (eg. maintenance, model performance, which demand, staffing, streng
Slide 58: Decades of Complexity
58 Decades of Complexity A mature VMS platform is hundreds of screens, encoded over decades 500+ 1000+ 10+ User interfaces Workflows Years Dashboards, search and list views, record detail pages, editable workflows, configuration, permissions, billing, compliance, reporting, integrations, audit trail
Slide 59: Before & After AI
59 Before & After AI AI doesn’t eliminate complexity, it changes where the complexity lives Traditional VMS software Owning the agent User User ↓ ↓ 500+ screens AI agent ↓ ↓ Business logic Business logic ↓ ↓ Proprietary Data Proprietary Data The customer adapts to the software. The software learns t
Slide 60: Switching costs evolve
60 Switching costs evolve Pre-AI Agentic AI UI familiarity Trusted outcomes User training Domain understanding Learning menus Understanding context Clicking workflows Executing workflows Familiarity creates stickiness Knowledge creates stickiness AI compresses the interface. It increases the value o
Slide 61: Customer as Driver
61 Customer as Driver The new development model Customer steers Build in days Robust Harness Customer needs set the AI compresses delivery from Automated Tests, review & backlog directly weeks to days standards protect quality Timeframe compressed Relationship strengthened Weeks of work delivered in
Slide 62: The lifecycle folds into three
62 The lifecycle folds into three The same steps remain but they fold into two owners and one system Today’s typical dev environment In an agentic world: two owners, one system P RO D U C T & D I S C O V E RY Product Manager Subject Expect UX Design Intent owner Technical Product Owner Absorbs the P
Slide 63: The Dev Factory
63 The Dev Factory Agents do the repetitive 90%. Humans own the 10% that is judgment. THE AGENTIC LINE Intake Agent cells Quality gates Ship Product intent, specs, priorities → Design · code · test · document → Evals, review, security, policy → Release, monitor, operate WHERE THE HUMANS ARE Specify
Slide 64: Same team, more output
64 Same team, more output The same sized team ship far more, and the gap widens as the harness improves More features shipped each quarter Days from idea to production for a typical feature The team's capacity goes to new features. The harness handles QA, security & compliance.
Slide 65: How we build software
65 How we build software Five stages to orchestration 12-18 months 5 Orchestrated factory SFT here today 4 Agent fleets run continuously; humans maintain agents & Supervised cells standards 3 Agent pipelines run design → code → test; humans man the gates Delegated 2 Agents own whole tickets; humans
Slide 66: Sequence matters
66 Sequence matters Speed up one stage, work piles up next door WIP piling up WIP piling up WIP piling up Plan Design Build ● flowing › ● flowing › ⚡ automated › Test › Review › Docs Automate build but not testing and you don't ship faster. The bottleneck moves to test, review and docs, and quality
Slide 67: Treat documentation like infrastructure
67 Treat documentation like infrastructure Gather the real operational memory of the business, including formal procedures and informal evidence of how work actually happens: SOPs, tickets, transcripts, requirements docs, policies, CRM notes, support logs, event data, and approval paths. Turn it int
Slide 68: CareDocs maturity map
68 CareDocs maturity map Agentic development Blue = today (deeper = more agentic). Amber = where current initiatives take us. 1 Manual · 2 AI-assisted · 3 Delegated · 4 Supervised · 5 Orchestrated Competency 1 2 3 4 5 Competency 1 2 3 4 5 Product & Planning Testing Roadmap management 2 3 Unit testin
Slide 69: Our AI strategy
69 Our AI strategy Own the agent Deepen the moat Accelerate Innovation The customer experience Amplify proprietary data, Orchestrated Agentic remains inside our platforms workflows and domain development drives faster more knowledge customised solutions AI changes how we execute It doesn’t change wh
Slide 70: Mission: UK's leading serial acquirer and operator of VMS
70 Mission: To be the UK’s leading serial acquirer and operator of VMS businesses.
Software Circle — Shareholder Meeting (September 2026) on 6ix