PHSC Plc - Final Results for the year ended 31 March 2025
(“PHSC”, the “Company” or the “Group”)
Final Results for the year ended
Availability of Annual Report and Notice of Annual General Meeting
PHSC (AIM: PHSC), a leading provider of health, safety, hygiene and environmental consultancy services and security solutions to the public and private sectors, announces its audited results for its financial year ended
Financial Highlights
• EBITDA of £44,000 compared to £510,000 in the prior year
• Statutory loss after tax of £126,000 compared to a profit after tax of £249,000 in the prior year
• Group sales revenue of £3.22m, down from £3.78m in the prior year
• Group net assets of £3.02m, down from £3.28m in the prior year
• Statutory loss per share of 1.21p compared to earnings per share of 2.19p in the prior year
• Cash reserves of £435,000 at the year end, down from £488,000 for the prior year
• No interim dividend paid, and no final dividend proposed compared to a total dividend of 2p last year.
31.3.25 31.3.24
£ £
(Loss)/profit before tax (127,419) 332,317
Less: interest received (17,170) (17,309)
Add: goodwill impairment regarding QCS International 110,000 -
Limited (QCS)
Add: goodwill impairment regarding RSA Environmental Health - 120,000
Limited (RSA)
Add: depreciation 78,441 74,515
EBITDA* 43,852 509,523
* EBITDA is calculated as earnings before interest, tax, depreciation and impairment charges. This is used by the board as a measure of underlying trading and has been provided to assist shareholders in understanding the Group’s trading activities.
Annual General Meeting and Availability of 2025 Annual Report
This year’s annual general meeting (AGM) will be held at
The full annual report and accounts for the financial year to
For further information please contact :
Strand
About PHSC
PHSC, through its trading subsidiaries,
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
CHAIR’S STATEMENT
This is my first statement as Chair of
I assumed the role of Chair halfway through the financial year, in
Following the changes in leadership, the board has been considering PHSC’s purpose and direction, as well as the products and services we offer and determining how best we can build on the strong foundations and relationships that have been established to create long term value for shareholders and benefit our other stakeholders. During the year, we have held several joint away days with the board and the senior leadership team (SLT) (which was put in place by the Acting CEO in
With respect to other board changes, we were pleased to welcome
Business performance during the year has been somewhat disappointing, with further details provided in the Acting CEO’s review and strategic report. The board continues to monitor the Group’s financial performance closely and is working with the Acting CEO and the SLT to address certain short term performance challenges while we transition to a refreshed business model and refined strategy.
The board has taken the difficult decision not to pay a dividend this year, which was not taken lightly. We recognise that this may be disappointing for investors who have benefited from both regular dividends and share buybacks over many years. However, given the general macroeconomic uncertainties and current market challenges we consider it prudent to retain cash for the time being, not only to satisfy current business needs but also to provide investment in targeted initiatives to promote business growth for the future. This should ensure that PHSC continues to be a profitable and sustainable business over the longer term.
I should like to take this opportunity to thank both Stephen and Graham, on behalf of the board, for their many years of dedicated service and hard work for the Company in their different but equally important roles. We wish them both well for the future. I should also like to express the board’s gratitude to Nicola and the rest of the SLT as we journey through this period of transition and to the rest of our valuable staff for their continuing commitment and hard work.
I look forward to providing further updates in due course as we seek to unlock the Group’s significant potential.
Non-Executive Chair
CHIEF EXECUTIVE OFFICER’S REVIEW
It is a privilege to present my first annual review as Acting CEO. As one of the co-founders of our business, I see it as important to ensure continuity for our organisation and loyal customers, by building on our solid foundations as we look to advance a new growth strategy and enhance profitability.
The Group’s results for the year ended
Group revenues fell 15% to £3.22m (2024: £3.78m) reflecting the one-off nature of a £0.3m security division contract last year and a challenging macroeconomic environment which has caused clients to reduce their overall expenditure. The Group made an operating loss of £145,000 (2024: £315,000 profit) with a loss after tax of £126,000 (2024: £249,000 profit). As a result, cash reserves fell by 11% to £435,000 at the year-end (2024: £488,000). Unsatisfactory as these results clearly are, sales in the second half of the financial year increased by 5% over the first half, an encouraging sign as we began to make changes to our operating model.
Due to sales underperformance in the first half of the year, the Group did not declare an interim dividend (H1 2024: 0.75p per share). The board is not recommending the payment of a final dividend either this year (2024: 1.25p per share) in order to maintain working capital and provide funds to invest back into the business for future growth and development.
In recent years, our Safety Division’s sales have been inconsistent, partly due to insufficient investment in technology to support customer needs. Accordingly, w e are now implementing software solutions and increasing our use of artificial intelligence to deliver services and actively improve workflows.
Our Systems Division has seen revenues decline due to market saturation in traditional management systems consultancy and training across
Our Security Division continues to face challenges due to the rapidly changing retail sector. However, the increasing incidence of retail theft in the
The macroeconomic climate remains uncertain and volatile with the full effects of increased national insurance contributions, enhanced employment rights, US trade tariffs and geopolitical tensions in several regions yet to fully crystalise, although they have already reduced demand as businesses prepare for the worst. The Group is therefore conserving cash, implementing cost efficiencies, investing prudently in upgrading business capability and re-engineering its client offerings to generate new business opportunities. While the positive effects are already apparent, we anticipate that the full benefits will not be realised for at least a further 18 months.
As a consultancy business, our staff are our greatest asset. We are further developing our people strategy, as mentioned later in this report, to enhance our overall professional proposition and career opportunities. On behalf of the board, I would like to commend our staff for their continued loyalty, commitment and resilience and to thank them and our customers, suppliers, business partners and shareholders for their continued support.
Acting Chief Executive Officer
STRATEGIC REPORT
Business Review
Through our three operating divisions, Safety, Systems and Security, we advise on the health, safety and security of people and property across a diverse range of business sectors and design, implement and manage international management systems (known as ISO systems). Our integrated approach has enabled us to share our knowledge and experience and transfer good practice between divisions. We can therefore provide our customers with innovative solutions by addressing their challenges from a fresh viewpoint.
PHSC is a public limited company incorporated in
Our People and Culture
The ongoing success of our Group depends first and foremost on our employees and organisational culture. The commitment and skills of our teams are a significant asset, and the retention and professional development of our employees remain key priorities for the Group. We will continue to focus on enhancing the knowledge and skills of our staff to encourage their engagement with the business and their contribution to the Group’s overall success.
Principal Risks and Uncertainties
Regulatory/Marketplace
Approximately 50% of the Group’s work involves assisting organisations with the implementation of measures to meet regulatory requirements relating to health and safety at work. Were the regulatory burden to be substantially lightened, for example if the
The Group’s Security Division works almost exclusively in the retail sector which continues to suffer from weak consumer demand on the high street and the continuing influence of online shopping. Any further material deterioration in the retail sector and specifically in B2BSG Solutions Limited’s (B2BSG) client base could have a significant negative effect on the Company’s and hence the Group’s prospects. B2BSG periodically reviews the need to make financial provision against the value of stock held in its warehouse as products and technology evolve.
Technological
The Group’s website is a significant source of new business. If the website became inaccessible for protracted periods, or was subject to “hacking”, this may prejudice the opportunity to obtain new business. Additionally, the increase in the use of the internet for satisfying business requirements may lead to a reduction in demand for face-to-face consultancy services and the number of training courses commissioned may be affected by moves towards screen-based interactive learning. We have mitigated these risks by collaboration with an e-learning platform through which we can offer such training. Most of our websites have been redeveloped or are in the process of redevelopment. We have invested in software technology to improve our workflows and enhance customer support.
The Group’s IT security policies, practices and processes are regularly reviewed by the audit committee to ensure that they remain appropriate for the business as the cyber risk landscape evolves.
The
People
Being a consultancy business, PHSC’s people are key to its success. There is a shortage within the industry of qualified professionals which presents both risks and opportunities. We have exceptionally low staff turnover and will continue to focus on skills enhancement and staff engagement.
The Group is dependent upon its current SLT; whilst it has entered contractual arrangements with the aim of securing the services of these personnel, the retention of their services cannot be guaranteed. Accordingly, the loss of any key member of management of the Group may have an adverse effect on the future of the Group’s business. The Group and each subsidiary have contingency plans in place in the event of incapacity of key personnel.
Geographical
The Group offers a nationwide service, but several organisations see benefit in using consultancies that are local to them, and internet search engines favour local providers. With offices in
Licences
The Group is reliant on licences and accreditations to be able to carry on its business. The temporary loss of, or failure to maintain, any single licence or accreditation would be unlikely to be materially detrimental to the Group, as the directors believe that this could be remedied. However, if the Group fails to remedy any loss of, or does not maintain, any licence or accreditation, this will have a material adverse effect on the business of the Group. The Group has internal processes in place to ensure that key licences and accreditations are maintained.
Section 172 Statement
The Companies (Miscellaneous Reporting) Regulations require listed companies to publish a statement describing how the directors have had regard to the matters set out in section 172 (1) (a) to (f) of the Companies Act 2006. These sections require directors to act in a way most likely to promote the success of the Group for the benefit of its stakeholders and with regard to the following matters.
The likely consequences of any decision in the long-term
The board agrees the strategy and direction for the Group and the members of the SLT then provide their input into a group business plan and budget which is put to the board for approval around the start of the financial year. This is then used as the benchmark against which to assess performance. This year the plan included financial forecasts, KPIs, marketing strategy and an analysis of strengths, weaknesses, opportunities and threats. The business heads consider the implications for their own plans of what others within the Group are intending to do and any opportunities for synergies are explored. Any proposed actions that may adversely affect another subsidiary are flagged and resolved. The business heads are challenged on the content of their plans and the assumptions they have made, to ensure that the plans are realistic and achievable.
The interests of the Group’s employees
As the Group is mainly involved in the supply of services, the board considers its staff to be the Group’s greatest asset, and the interests of employees are taken into consideration as appropriate in all decisions made. Each business within the Group has in place the necessary structures to ensure effective communication with its employees. The SLT meets once a fortnight, and relevant information is shared with employees via team meetings held within each business. The views of employees are heard in a similar fashion, initially at team meetings, and escalated to the SLT and the main board if appropriate. There is an annual budget for staff training in recognition that the performance of the Group can be improved by the development of its employees.
The Group is committed to equality of employment and its policies reflect a disregard of factors such as disability in the selection and development of employees. Regular reviews are conducted to identify any gender-related pay anomalies across the Group and no such anomalies have been found.
The need to foster the Group’s business relationships with suppliers, customers and others
The Group seeks to treat suppliers fairly and adhere to contractual payment terms. The Group works with its suppliers to help drive change through innovation, promoting new ideas and ways of working. The Group has zero-tolerance to modern slavery and is committed to acting ethically and with integrity in all business dealings and relationships. The Group’s policy for Modern Slavery and Human Trafficking contains systems and controls to ensure that these activities are not taking place anywhere in the Group or throughout its Group’s supply chains and can be viewed on our website (www.phsc.plc.uk).
The Group also has zero-tolerance with regards to bribery, made explicit through its Anti-Bribery and Corruption Policy. This covers the acceptance of gifts and hospitality and any form of unethical inducement or payment including facilitation payments and “kickbacks”. The policy sets out the responsibilities of directors, employees and contractors and details the procedures in place to prevent bribery and corruption. This policy is also available on our website.
Each business is focussed on its customers. Communication takes many forms and is structured according to how each business interacts with its client base. Channels of communication include quarterly newsletters, customer roadshows, multi-platform social media engagement and regular client meetings.
The main contacts between the Company and its investors (with whom a regular dialogue is maintained) are
The impact of the Group’s operations on the community and the environment
The board’s intention is to ensure that the business is operated in a responsible manner, complying with high standards of business conduct and good governance. The Group has a long tradition of supporting local causes through sponsorship and community involvement, details of which can be found on our website. The directors are aware of the impact of the Group’s business on the environment but believe this to be minimal due to the nature of its operations.
Going Concern
Company law requires the directors to consider the appropriateness of the going concern basis when preparing the financial statements. The board is satisfied that the Group’s existing cash reserves, along with the Group’s cash-generative trading position and £50k overdraft facility (which is subject to review in
On behalf of the board
Acting Chief Executive Officer
GROUP STATEMENT OF FINANCIAL POSITION
as at
31.3.25 31.3.24
£ £
Non-Current Assets
Property, plant and equipment 507,098 501,775
Goodwill 2,005,045 2,115,045
Deferred tax asset 8,901 12,370
2,521,044 2,629,190
Current Assets
Stock 219,940 245,663
Trade and other receivables 584,014 768,844
Cash and cash equivalents 434,795 488,375
Current corporation tax receivable 2,091 -
1,240,840 1,502,882
3,761,884 4,132,072
Total Assets
Current Liabilities
Trade and other payables 573,834 630,818
Right of use lease liabilities 40,708 38,464
Current corporation tax payable - 79,270
614,542 748,552
Non-Current Liabilities
61,769 40,865
Right of use lease liabilities
Deferred tax liabilities 64,807 67,290
126,576 108,155
741,118 856,707
Total Liabilities
3,020,766 3,275,365
Net Assets
Capital and reserves attributable to equity holders of the
Group
Called up share capital 1,028,088 1,103,426
Share premium account 1,916,017 1,916,017
Capital redemption reserve 583,266 507,928
Merger relief reserve 133,836 133,836
Treasury shares - (209,977)
Retained earnings (640,441) (175,865)
3,020,766 3,275,365
The above Group statement of financial position should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.
GROUP STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2025
31.3.25 31.3.24
£ £
Continuing operations:
Revenue 3,220,165 3,778,750
Cost of sales (1,545,752) (1,763,210)
Gross profit 1,674,413 2,015,540
Administrative expenses (1,709,002) (1,580,532)
Goodwill impairment (110,000) (120,000)
(Loss)/profit from operations (144,589) 315,008
Finance income 17,170 17,309
(Loss)/profit before taxation (127,419) 332,317
Corporation tax credit/(expense) 1,219 (83,552)
(Loss)/profit for the year after tax attributable to
owners
of the parent (126,200) 248,765
Other comprehensive income - -
Total comprehensive (expense)/income attributable to
owners of the parent (126,200) 248,765
Basic (loss)/earnings per share from continuing (1.21p) 2.19p
operations (p)
The above Group statement of comprehensive income should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.
GROUP STATEMENT OF CHANGES IN EQUITY
for the year ended 31 March 2025
Capital
Share Share Merger Relief Treasury Retained
Redemption Total
Capital Premium Reserve Shares Earnings
Reserve £
£ £ £ £ £
£
Balance at 1 1,103,426 1,916,017 133,836 507,928 (209,977) (175,865) 3,275,365 April 2024 Loss for year attributable - - - - - (126,200) (126,200) to equity holders Dividends - - - - - (128,399) (128,399) Cancellation (75,338) - - 75,338 209,977 (209,977) - of own shares Balance at 31 1,028,088 1,916,017 133,836 583,266 - (640,441) 3,020,766 March 2025
Balance at 1 1,184,704 1,916,017 133,836 426,650 - (23,065) 3,638,142 April 2023 Profit for year attributable - - - - - 248,765 248,765 to equity holders Dividends - - - - - (193,010) (193,010) Cancellation (81,278) - - 81,278 (209,977) (208,555) (418,532) of own shares Balance at 31 1,103,426 1,916,017 133,836 507,928 (209,977) (175,865) 3,275,365 March 2024
The above Group statement of changes in equity should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.
GROUP STATEMENT OF CASH FLOWS
for the year ended 31 March 2025
31.3.25 31.3.24
Note
£ £
Cash flows from operating activities:
Cash generated from operations I 198,806 471,807
Tax paid (79,156) (56,951)
Net cash generated from operating activities 119,650 414,856
Cash flows from/(used in) investing activities
Purchase of property, plant and equipment (15,399) (39,611)
Interest received 17,170 17,309
Net cash from/(used in) investing activities 1,771 (22,302)
Cash flows used in financing activities
(46,602) (42,264)
Payment of lease liabilities
- (418,532)
Purchase of own shares
Dividends paid to shareholders (128,399) (193,010)
Net cash used in financing activities (175,001) (653,806)
Net (decrease)/increase in cash and cash equivalents (53,580) (261,252)
Cash and cash equivalents at beginning of year 488,375 749,627
Cash and cash equivalents at end of year 434,795 488,375
All changes in liabilities arising from financing relate entirely to cash movements.
The above Group statement of cash flows should be read in conjunction with the accompanying notes in the Company's full Annual Report and Financial Statements.
NOTE TO THE GROUP STATEMENT OF CASH FLOWS
for the year ended 31 March 2025
31.3.25 31.3.24
£ £
I. CASH GENERATED FROM OPERATIONS
(Loss)/profit from operations (144,589) 315,008
Depreciation charge 78,441 74,515
Goodwill impairment 110,000 120,000
Loss on sale of fixed assets 1,385 2,854
Decrease/(increase) in stock 25,723 (45,494)
Decrease/(increase) in trade and other receivables 184,830 (94,472)
(Decrease)/increase in trade and other payables (56,984) 99,396
198,806 471,807
Cash generated from operations
Notes to the consolidated financial information
The consolidated financial information set out above does not constitute the Group’s financial statements for the years ended
While the financial information included in this announcement has been compiled in accordance with International Financial Reporting Standards (IFRS), this announcement does not in itself contain sufficient information to comply with IFRS. The accounting policies used in the preparation of this announcement are consistent with those in the full financial statements.
