The proposed acquisition would almost double Virtualware’s projected EBITDA and make the UK its largest market. Its deeper promise is a friction-free XR deployment process from machine simulation and full-scale engineering review to managed delivery.
Virtualware has agreed to pay €5 million upfront plus an undisclosed earn-out for Manchester-based Virtalis, adding a profitable engineering visualisation business, whose preliminary EBITDA almost matches Virtualware’s own 2026 forecast.
Virtalis reported preliminary revenue of €4 million and EBITDA of €1.3 million for its financial year ending June 2026. Virtualware, which currently has almost three times as many employees, had forecast standalone 2026 EBITDA of €1.27 million.
If shareholders approve the proposed acquisition, Virtualware expects the combined group to generate pro forma 2026 revenue of €10 million and EBITDA of €2.5 million.
There’s admirable product ambition here; Virtualware wants to connect Simumatik’s machine simulation, Virtalis’s Visionary Render engineering platform and VIROO’s XR deployment and management tools.
For industrial customers, it could reduce the integrations and supplier hand-offs required to move from engineering data to an XR application operating across multiple sites.
The combined environment is not available yet. Virtualware told The XR Beat that it’s “still early to talk roadmap”.
A Near-Doubling in Financial Figures
The acquisition presentation projects that the deal would increase Virtualware’s 2026 revenue from €5.79 million to €10 million. Recurring revenue would rise from €3.02 million to €5.5 million, while EBITDA would move from €1.27 million to €2.5 million.
Headcount would increase from 52 to 71.
Of course, the figures are company projections, and the two businesses have different reporting periods. They nevertheless illustrate why Virtalis is financially material, despite its small team.
The aforementioned €5 million fixed payment is approximately 3.8 times Virtalis’s preliminary EBITDA. That isn’t the full acquisition multiple because an additional payment will be determined by Virtalis’s adjusted EBITDA during 2026 and 2027.
Virtualware confirmed the adjusted EBITDA metric to The XR Beat but has not disclosed the calculation, cap or expected range. It also confirmed that the fixed payment is in euros after one shareholder document referred to pounds.
The company plans to fund €3.6 million through a new loan carrying 5% interest, with the remainder coming from cash. No shareholder dilution is planned.
An extraordinary general meeting is scheduled for 21 September, with completion expected later that month. Virtualware says it received UK National Security and Investment Act clearance in May.
Virtualware Will Hope to Support More of the Buying Process
Industrial XR programmes often become difficult after the first convincing demonstration. Buyers must connect live engineering data, control versions and permissions, distribute content across facilities and establish who owns support when a workflow fails.
The proposed Virtualware portfolio would address different parts of that process.
Simumatik simulates and validates industrial machinery before physical commissioning. Visionary Render imports more than 25 data types, including CAD, PLM, BIM, point clouds and IoT data, for design reviews, training, factory planning and maintenance work at full scale.
VIROO provides the infrastructure to deploy and manage XR across multiple users and locations.
Virtualware says Visionary Render applications will eventually become deployable and manageable through VIROO. If implemented well, customers could gain one accountable supplier across more of the workflow, with less bespoke integration between engineering visualisation and XR delivery.
Visionary Render also arrives with evidence of use inside substantial engineering programmes. A Virtalis case study says Rolls-Royce identified 30 issues through virtual reviews and avoided £1.89 million in redesign and layout costs.
Virtalis also names BAE Systems, Blue Origin, Ford, Lockheed Martin, Subsea 7, Thales and Vestas among its customers. Virtualware says there is little customer overlap between the two companies, creating potential cross-selling opportunities.
The immediate uncertainty is the product roadmap. Virtualware has not said when integration will arrive or how it could affect Visionary Render licensing, branding, support and existing deployments.
Manchester Will Remain an Engineering Centre
Virtualware told The XR Beat that it intends to retain Virtalis’s entire existing team and its Manchester site after completion, explaining:
“At the completion of the deal, Virtualware intends to retain the whole existing team at Virtalis, and the Manchester site will be retained.”
The combined business would continue operating engineering centres in Bilbao, Manchester and Skövde, with no site consolidation currently planned.
Virtalis would also transform Virtualware’s geographic balance. The UK is expected to account for 37.7% of combined revenue, making it the group’s largest national market. Revenue generated outside Spain would increase from 54% to approximately 78%.
Virtualware can point to its 2024 acquisition of Simumatik as a precedent. It says the Swedish engineering operation was retained, its team grew and the product was subsequently connected with VIROO.
The proposed Virtalis acquisition offers faster route to earnings, recurring revenue and greater UK scale. Its longer-term value will depend on whether Virtualware can preserve an established engineering product while making it easier to deploy, govern and support through VIROO.
A credible roadmap could give industrial buyers a notably complete route from simulation to managed XR. For now, the financial lift is quantified and the operational benefit remains to be delivered.
