SOFTWARE CIRCLE PLC

Shareholders of Software Circle plc

Software Circle plc is an AIM-quoted company with a widely held register and no single holder above 50%. Its issued capital, per note 19 of the audited accounts for the year ended 31 March 2026, is 390,083,306 ordinary shares of GBP 0.01 each plus 63 deferred shares of GBP 0.10 each, a nominal total of GBP 3,900,839.36. That figure matches the statement of capital on the Companies House register, and every substantial holding published by the company reconciles exactly against the 390,083,306 ordinary shares. No new ordinary shares were issued in the year to 31 March 2026 or the year before.

Only interests of 3% or more are published, so what follows is the reportable part of the register rather than the full shareholder base. The company discloses two dated tables. The first, in the Directors’ Report of the 2026 annual report, states holdings as at 31 March 2026; the second, on the company’s AIM Rule 26 page, states them as at 10 September 2026.

Wui Yen Liow appears in the 31 March 2026 table and not in the 10 September 2026 one; the later table covers interests in excess of 3%, so the holding was either reduced below that threshold or not notified at the later date, and the company does not say which. P&R Real Value is an alternative investment fund; the annual report states that Axxion SA is its investment manager and P&R Investment Management Limited its investment adviser. The registered holding named in the table is the fund, not a single beneficial holder.

Ultimate beneficial ownership

Because AIM is not a UK regulated market, the exemption that closes the PSC register for companies whose voting shares are admitted to a UK regulated market does not apply here. The register is open and populated. It names two active persons with significant control, both natural persons, both notified on 20 August 2019:

• Mr Günter Frank Fischer – German nationality, place of residence Germany as recorded by the register; nature of control: ownership of shares more than 25% but not more than 50%, and ownership of voting rights more than 25% but not more than 50%.
• Mrs Julia Edeltraut Fischer – German nationality, place of residence Germany as recorded by the register; the same two limbs and the same band.

The UK register publishes bands, not precise percentages, and no precise figure should be derived from them. One leg of the chain is, however, stated by the company itself: in a regulatory announcement of 2 September 2026 Software Circle plc said that Günter Frank Fischer holds 105,910,910 shares, 27.15% of the issued share capital, through Value Focus Beteiligungs GmbH, described as his family investment vehicle. That is consistent with the band on the register and with the substantial-shareholder table above. No filing examined states how Julia Edeltraut Fischer’s interest arises, so no ownership path is published for her here and no effective percentage has been calculated for either person.

The register’s own history is worth recording. From 24 July 2017 the company maintained an active statement that it knew of no registrable person and no registrable relevant legal entity. That statement was withdrawn on 30 September 2024 (form PSC09), and on the same day the two PSC notifications above were filed on form PSC01, each giving a notification date of 20 August 2019. On the register’s face, therefore, control that the company dates to August 2019 was not on the public record until September 2024.

Data availability

Availability is major shareholders only for the share register and full for persons with significant control, but in bands. The United Kingdom publishes 3%-plus interests through the issuer’s own disclosures rather than a public share register, so holders below that threshold are not identifiable, and the PSC register gives a band rather than a figure. The provider record behind this page holds no shareholder data at all for this company – the stored gd_shareholders field contains only a generic message about UK filing practice – so every figure above comes from the register, the audited accounts and the company’s own regulatory disclosures. Individual major-holding notifications made under DTR 5 were not retrievable during this check: the London Stock Exchange news service returned an empty result and no positive control could be run through it, so no statement is made about the notification history in either direction.

Sources

• Companies House, persons with significant control, SOFTWARE CIRCLE PLC 03983312 – https://find-and-update.company-information.service.gov.uk/company/03983312/persons-with-significant-control – retrieved 30 September 2026
• Companies House, filing history (PSC01 x2 and PSC09, all filed 30 September 2024) – https://find-and-update.company-information.service.gov.uk/company/03983312/filing-history – retrieved 30 September 2026
• Software Circle plc, Annual Report and Accounts 2026, Directors’ Report “Substantial shareholders” and note 19 (approved 22 July 2026) – https://www.softwarecircle.com/wp-content/uploads/2026/08/Annual-Report-2026_compressed.pdf – retrieved 30 September 2026
• Software Circle plc, Company Information, “Major interest in shares” at 10 September 2026 (AIM Rule 26 page) – https://www.softwarecircle.com/company-information/ – retrieved 30 September 2026
• Software Circle plc regulatory announcement, “AGM Result and Board Appointment”, 2 September 2026 – https://www.investegate.co.uk/announcement/rns/software-circle–sft/result-of-agm-and-board-appointment/9752374 – retrieved 30 September 2026

Directors and officers of Software Circle plc

The Companies House register records 24 officer appointments for company 03983312, of which 9 are current: eight directors and one company secretary. Fifteen appointments have ended. The oldest appointments date from the company’s incorporation in 2000, so none of them carries the register’s pre-1993 “appointed before” qualifier and every stored appointment date on this record could be checked against an exact date given by the register.

Companies House records appointments, not board roles. The board titles below come from the Directors’ Report in the audited accounts for the year ended 31 March 2026, approved on 22 July 2026, and from the company’s regulatory announcement of 2 September 2026. Nationality is taken from the Companies House register, which records it expressly for each individual; the correspondence address held for all current officers is the company’s registered office at its solicitors and is a service address, not a residential one.

Richard Alan Lightfoot holds two concurrent appointments, a directorship and the company secretaryship, with different start dates. Counted as people rather than appointments the current board and officer group is eight individuals.

Recent officer changes

• Günter Frank Fischer appointed a director on 2 September 2026, notified on form AP01 filed 3 September 2026. The company announced the appointment the same day, following the conclusion of the annual general meeting.
• Bradley Leonard Ormsby and Marc Kay Maurer appointed directors on 18 September 2024, notified on AP01 forms filed 19 and 20 September 2024.
• Conrad Christian Bona and Jan-Hendrik Markus Mohr ceased to be directors on 18 September 2024, both notified on form TM01 filed the same day.

Data availability

Availability is full: Companies House publishes current and former officers with appointment and resignation dates, and it publishes nationality and place of residence for directors, which is why both appear above rather than being written “not disclosed”. It does not publish a date of birth or nationality for company secretaries, and it does not record board titles at all – chair, senior independent director, chief executive and chief financial officer exist only in the company’s own reports, so a register-driven feed can never carry them.

Three defects in the baseline provider data behind this page should be reported rather than repeated. First, it stores 21 rows against the register’s 24 appointments, and the three it omits are all second appointments or an additional person: Richard Alan Lightfoot’s directorship of 23 January 2018 is missing entirely, so he is published as company secretary only although he is a serving director; Alan Quine Roberts’ company secretaryship of 18 May 2004 to 6 October 2015 is missing; and Peter Fergusson Clark, company secretary from 3 July 2000 to 19 March 2001, is absent altogether. Second, the stored row for the company secretary carries a month and year of birth, which Companies House does not publish for that office. Third, the stored address_country field disagrees with the record beside it – it reads CH and DE for officers whose correspondence address in the same row is in Manchester – and it is not a statement of nationality or of residence. Against that, all 21 stored appointment and resignation dates match the register exactly, no row is duplicated, and no stale “active” flag was found. One currency note: the company’s own AIM Rule 26 page, last updated 10 September 2026, still lists a seven-member board and does not include the 2 September 2026 appointment.

Sources

• Companies House, officers (24 appointments, 15 resignations), SOFTWARE CIRCLE PLC 03983312 – https://find-and-update.company-information.service.gov.uk/company/03983312/officers – retrieved 30 September 2026
• Companies House, filing history (AP01 3 September 2026; AP01 19 and 20 September 2024; TM01 x2 18 September 2024) – https://find-and-update.company-information.service.gov.uk/company/03983312/filing-history – retrieved 30 September 2026
• Software Circle plc, Annual Report and Accounts 2026, Directors’ Report (approved 22 July 2026) – https://www.softwarecircle.com/wp-content/uploads/2026/08/Annual-Report-2026_compressed.pdf – retrieved 30 September 2026
• Software Circle plc regulatory announcement, “AGM Result and Board Appointment”, 2 September 2026 – https://www.investegate.co.uk/announcement/rns/software-circle–sft/result-of-agm-and-board-appointment/9752374 – retrieved 30 September 2026
• Software Circle plc, Company Information (board and committee composition, last updated 10 September 2026) – https://www.softwarecircle.com/company-information/ – retrieved 30 September 2026

Group structure of Software Circle plc

Software Circle plc heads its own group. Its audited financial statements for the year ended 31 March 2026 are consolidated statements of “Software Circle plc and its subsidiary companies”, they contain no parent-undertaking or ultimate-controlling-party note, and no legal entity is entered on the company’s Companies House register of persons with significant control. Note 11 to those accounts states that the company owns the whole of the issued ordinary share capital of 19 undertakings: 18 held directly and one, Nettl of America LLC, held indirectly through Nettl Systems Limited. Fifteen are registered in England and Wales, three in the Republic of Ireland and one in the United States. Group non-current assets of GBP 36.687m at 31 March 2026 split GBP 26.798m in the United Kingdom and GBP 9.889m in Ireland. The list below is taken from the audited note, not from the provider’s corporate tree, and each UK and Irish entity has been resolved individually against its own register.

Verified corporate relationships

Recent structural changes

• Artificial Intelligence Finance Limited acquired on 4 August 2025 – the entire issued share capital, for consideration of GBP 5,298,000 (GBP 3,922,000 paid at completion), generating goodwill of GBP 1,339,000. An Irish supplier of software to mortgage and insurance brokers and lenders.
• Broker Information Services Limited acquired on 10 October 2025 – the entire issued share capital, for consideration of GBP 7,152,000 (GBP 5,589,000 paid at completion), generating goodwill of GBP 4,542,000. An Irish supplier of client-management and quotation software for financial brokers. Contingent consideration for the two acquisitions was subsequently combined into a single earn-out of up to EUR 7,500,000 measured over calendar year 2027.
• Grafenia Technology Limited (08559532) dissolved on 14 April 2026 – after the 31 March 2026 balance sheet date but before the accounts were approved on 22 July 2026, so it appears in note 11 as a group company and is no longer on the register.

Data availability

Availability is full for this group: the parent files consolidated accounts naming every subsidiary, and both the UK and Irish registers can be queried free of charge to confirm each entity’s number and status. The provider’s stored corporate tree should not be relied on. It lists 16 entities against the audited note’s 19; it omits Nettl of America LLC, Artificial Intelligence Finance Limited and Broker Information Services Limited; it carries no ownership percentages and no relationship types at all; it still shows Grafenia Technology Limited as a current group company; and it presents “NETTL SYSTEMS LIMITED, IE 909504” as a subsidiary of Nettl Systems Limited. Irish registration 909504 is not a company: the Companies Registration Office records it as GRAFENIA OPERATIONS LIMITED, entity type “External company”, registered on 30 December 2020 – that is the Irish branch registration of the English company 02728004 itself, which was named Grafenia Operations Limited from 20 February 2014 to 4 December 2023. One legal person is therefore counted twice in the stored tree, once as parent and once as its own subsidiary.

One inconsistency inside the company’s own filing is worth flagging rather than resolving silently. The 2026 annual report names the first Irish acquisition three different ways: “Artificial Intelligent Finance Ltd” in the highlights, “Artificial Intelligence Ireland Limited” in the subsidiary list at note 11, and “Artificial Intelligence Finance Limited” in the acquisition note at note 22. Only the last matches the Irish register, where company 665997 is Artificial Intelligence Finance Limited at the same Nutgrove Office Park address the accounts give. No company named “Artificial Intelligence Ireland Limited” exists on the Irish register; the search that establishes this returned the group’s other Irish companies correctly, so the nil result is a real one and not a broken query.

Sources

• Software Circle plc, Annual Report and Accounts 2026, note 11 (subsidiary undertakings) and note 22 (acquisitions), approved 22 July 2026 – https://www.softwarecircle.com/wp-content/uploads/2026/08/Annual-Report-2026_compressed.pdf – retrieved 30 September 2026
• Companies House company records for each UK subsidiary, including GRAFENIA TECHNOLOGY LIMITED (dissolved 14 April 2026) and NETTL SYSTEMS LIMITED previous names – https://find-and-update.company-information.service.gov.uk/company/08559532 and https://find-and-update.company-information.service.gov.uk/company/02728004 – retrieved 30 September 2026
• Companies Registration Office (Ireland) Open Data Portal, “Company Records” dataset (company_num, company_name, company_type, company_status) – https://opendata.cro.ie/dataset/companies – retrieved 30 September 2026
• Companies House, persons with significant control (no corporate entry) – https://find-and-update.company-information.service.gov.uk/company/03983312/persons-with-significant-control – retrieved 30 September 2026