INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2025

Source: RNS
RNS Number : 3296A
Mission Group PLC (The)
23 September 2025
 

23 September 2025

THE MISSION GROUP plc

 

("MISSION", "the Group") 

 

INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2025

Performance in line with Board expectations

Management actions driving strong headline operating profit and margin improvement

Good start to H2 supports FY outlook amid tough trading backdrop

 

MISSION Group plc (AIM: TMG), creator of Work That CountsTM, comprising a group of digital marketing and communications Agencies, is pleased to announce its interim results for the six months ended 30 June 2025 (the "Period" or "H1").

 

David Morgan, MISSION's Non-Executive Chair, commented:

 

"The completion of our Value Restoration Plan in the prior year and the proactive actions taken in early 2025 to refocus the Group around a more agile and leaner operational structure, positioned MISSION to deliver a resilient first half performance.

 

Whilst the market remains challenging and we are seeing some delays in Client approval processes, we have started H2 with a number of notable new business wins and a strong, high-quality new business pipeline which underpins our confidence in the outlook for the full year.

 

In John Carey we have a new and highly experienced CEO who is already bringing his extensive experience to bear across the business. We look forward to his contribution as we continue to deliver against our long-term plans to create value for all our stakeholders."

 

FINANCIAL HIGHLIGHTS

 

·     

H1 performance in line with Board expectations.

·     

Successful Q1 operational restructuring alongside the completion of the Group's Value Restoration Plan in 2024 underpinned a sustained recovery in headline operating profit and margin improvement in H1, despite a challenging trading environment.

 

Six months ended 30 June 2025

H1 2025

£m

H1 2024

£m

change

 



Continuing operations**



·      REVENUE (OPERATING INCOME)*

33.7

35.3

·      HEADLINE OPERATING PROFIT*

2.2

1.9

·      HEADLINE PROFIT MARGINS

6.5%

5.4%

·      HEADLINE PROFIT BEFORE TAX*

1.1

0.6

+97%

·      REPORTED LOSS BEFORE TAX

(1.1)

(0.5)

·      HEADLINE EARNINGS PER SHARE*

0.9

0.6

·      HEADLINE DILUTED EARNINGS PER SHARE*

0.9

0.6

Total operations



·      REVENUE (OPERATING INCOME)*

34.1

42.2

·      HEADLINE OPERATING PROFIT*

2.2

2.6

·      HEADLINE PROFIT MARGINS

6.4%

6.2%

·      HEADLINE PROFIT BEFORE TAX*

1.1

1.3

·      REPORTED LOSS BEFORE TAX

(£4.0m)

£0.0m

·      HEADLINE EARNINGS PER SHARE*

0.9

1.0

·      HEADLINE DILUTED EARNINGS PER SHARE*

0.9

1.0




·      NET BANK DEBT

13.7

19.6


 

·     

Net bank debt of £13.7m following completion of restructure and simplification programme and settlement of outstanding acquisition obligations.

·     

As a result of this, total debt*** closed at £16.2m as at 30 June 2025 (£24.0m as at 30 June 2024) (£14.2m as at 31 December 2023).

·     

Successful long-term refinancing of the Group's debt facilities with long standing lender NatWest.



*Headline results are calculated before start-up costs, acquisition adjustments, goodwill and business impairment, bank refinancing, equity placing and restructuring costs.

** Continuing operations in 2025 and 2024 exclude the Group's 70% interest in Asian business Bray Leino Splash PTE Ltd which was disposed of in Q1 2025. Continuing operations in 2024 also exclude the results of the Group's 100% interest in April Six Ltd which was sold in December 2024.

*** Total debt includes net bank debt and outstanding acquisitions obligations.

    

 

BUSINESS HIGHLIGHTS

 

·     

Strong Client retention underpinned by Agency-driven culture and rigorous focus on exemplary Client service

·     

Notable new Client wins during the period include Google, TikTok International, Accenture and the Federal Reserve Bank of Chicago.

·     

Appointment of new CEO John Carey from 1 September 2025, brings a diverse breadth of commercial and business transformation experience to the business. Mark Lund, outgoing Interim CEO, will resume his previous role as a Non-Executive Director of the Company.

 

OUTLOOK

 

·     

As in previous years, the Group expects the majority of its profit to be generated in the second half of the year.

·     

Since the period end, the Group has secured several notable new business wins including Marlink, Co-op, Boehringer Seraquin, Amaala Yacht Club and The Las Vegas Convention and Visitors Authority.

·     

Robust and high-quality new business pipeline for H2, particularly in our Sports & Entertainments business, amid prevailing macroeconomic uncertainty that is exemplified by increasing approval periods especially within new business assignments.

·     

While we remain very mindful of the challenging trading environment, the Group currently remains on track to meet full-year headline operating profit and margin expectations. 

 

 

ENQUIRIES:     

                                              

John Carey, Chief Executive Officer

Giles Lee, Chief Financial Officer

Via Houston

The MISSION Group plc




Simon Bridges/Andrew Potts/Harry Rees


Canaccord Genuity Limited

(Financial Adviser, Nominated Adviser and Broker)

020 7523 8000





Peter Tracey

Blackdown Partners Limited

(Financial Adviser)                              

020 3807 8484



Kate Hoare/Charlie Barker/India Spencer

0204 529 0549 

E: mission@houston.co.uk


Houston PR


 

 

NOTES TO EDITORS 

   

The MISSION Group Plc. is the Alternative Group for Ambitious Brands. 

 

Delivering measurable, results-driven campaigns as the preferred creative partner for real business growth. We offer top-tier agencies, strategic specialisms and global reach delivering outstanding performance for brands. We call it Work That Counts™ www.themission.co.uk  

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

 


OVERVIEW

 

The successful completion of MISSION's Value Restoration Plan ("VRP") in the prior year, combined with the restructuring of its operations in early 2025, has positioned the Group to move forward as a much leaner and less complex business. This underpinned a positive headline performance in H1, despite an ongoing challenging trading backdrop.

 

The restructure and reorganisation programme outlined earlier this year by Interim CEO, Mark Lund, was completed quickly and as a result the platform for significantly improving operating margins is now very much in place. This has been achieved through the simplification of the Group structure, reduction of central operating units and the organisation of the Group around four key Agency segments of Business & Corporate, Consumer, Sports & Entertainment and Property. These segments are focused on the growth of their agency brands, driving efficiency and so improving operating margins.

 

The Group is therefore encouraged to report total H1 revenue of £34.1m and revenue from continuing operations of £33.7m (30 June 2024: £35.3m from continuing operations**, £42.2m from all operations). Whilst overall revenues were inevitably impacted by the challenging trading backdrop, headline operating profit before adjustments for the Period of £2.2m (30 June 2024: £1.9m from continuing operations, £2.6m from all operations) was driven by margin improvements in the Business & Corporate and Property segments alongside a significant reduction in central function costs resulting from the restructuring behind the key Agency brands.

 

Headline profit before tax for the Period has benefitted from much reduced interest charges compared to 2024 and is £1.1m (30 June 2024: £0.6m from continuing operations, £1.3m from all operations).

 

Performance and progress

 

The Group's trading environment continued to be challenging in H1 2025 with the global macro and political uncertainty continuing to manifest in client caution and reduced marketing spend, resulting in a reduction in Group revenue from continuing operations of 4%.

 

Whilst the majority of this reduction was felt in the Consumer & Lifestyle segment where the market remains more challenged, it was pleasing to see a more resilient performance from other market segments including Property, highlighting the diversification benefits of the Group's portfolio. 

 

Client retention across the Group remained strong with additional Client wins secured across the business throughout the period including Google, TikTok International, Accenture and the Federal Reserve Bank of Chicago.

 

Since the period end, the Group has secured several notable new business wins including Marlink, Co-op, Boehringer Seraquin, Amaala Yacht Club and The Las Vegas Convention and Visitors Authority. The robust and high-quality new business pipeline for H2 provides some encouraging momentum despite broader macro-economic uncertainty and a challenging trading environment.

 

 

Finally, the Group AI transformation steering team continues to make good progress in driving the continuous enhancement of our Client offering and business operations through the integration of AI. Initial areas of focus have centred on driving efficiencies across the Group's management systems, the enhancement of content and production, improvements to our Client insight reporting and the roll out of an AI learning and development plan for our teams. Whilst early in our plans we are encouraged by the pace of adoption and implementation of these various initiatives which are running to plan and we look forward to providing more updates in due course.

 

FINANCIAL PERFORMANCE

 

Billings and Revenue:

Total turnover ("billings") for H1 was £83.4m (H1 2024: £94.4m) while total operating income ("revenue") of £34.1m compares to £42.2m for the period to 30 June 2024. The major reductions reflect the disposal of April Six Ltd and related subsidiaries at the end of December 2024.

 

Taking continuing operations only, turnover ("billings") for H1 increased by 3% to £82.8m (2024: £80.4m) while operating income ("revenue") of £33.7m has reduced compared to the £35.3m for the period to 30 June 2024.

 

Profit, Margins and Earnings Per Share

The Group has focused on margin improvement and in so doing has restructured and reengineered the business to be more efficient and focused on revenue delivery. This firm, but future-focused cost control, alongside a continued commitment to transforming our infrastructure through the MISSION Shared Services initiatives, has enabled the Group to deliver a £1.9m reduction in operating expenditure for the period to 30 June 2025 compared to the 2024 equivalent. As a direct result of this the Group has delivered an operating profit from continuing operations that is ahead of the prior year comparison.

 

Headline operating profits from continuing operations for H1 increased by 15% to £2.2m (30 June 2024: £1.9m from continuing operations, £2.6m from all operations). Headline operating margin from continuing operations increased to 6.5% (H1 2024 equivalent: 5.4%). Continuing activities in 2024 exclude the results of April Six Ltd which was sold in December 2024 and the Group's 70% interest in the Asian business Bray Leino Splash PTE Ltd which was disposed of in Q1 2025.  

 

The Segmental Analysis for the new Group structure is summarised in the following table.

 

 

H1 2025 £m

Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entert'mnt

Central

Total Continuing




Revenue

10.9

10.1

1.3

7.7

3.8

0.0

33.7














Headline operating profit

1.1

0.3

-0.1

1.1

0.2

-0.4

2.2














margin %


10%

3%

-11%

15%

4%


6.5%














H1 2024 £m

Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entert'mnt

Central

Total Continuing


 



Revenue

11.0

11.2

1.7

7.5

4.0

0.0

35.3














Headline   operating profit

0.8

0.5

0.0

1.0

0.5

-1.0

1.9














margin %


7%

5%

0%

13%

13%


5.4%














Change £m

Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entert'mnt

Central

Total Continuing


 



Revenue

-0.1

-1.1

-0.4

0.2

-0.2

0.0

-1.6



Rev %+/-


-1%

-10%

-22%

3%

-6%


-4%



Headline operating profit

0.3

-0.2

-0.1

0.1

-0.4

0.6

0.3














margin %


2.4%

-1.6%

-10.6%

1.5%

-8.5%


1.1%



 

The Property and Business & Corporate segments have both performed well in H1, with profits and margins ahead of H1 2024. Operating income (revenue) in the Consumer & Lifestyle segment reduced by £1.1m in an undoubtedly tough marketplace, however the work on simplification and effectiveness means that the profit reduction year-on-year has been mitigated to £0.2m. The Sports & Entertainment segment was also down somewhat year on year reflecting the timing of new rights deals being approved. As noted above, significant savings have been made within central function costs (£0.6m year on year).

 

Financing costs reduced to £1.1m (H1 2024: £1.5m). Within this total, net interest on bank loans, overdrafts and deposits reduced to £0.6m (H1 2024 £1.0m), reflecting a lower average level of debt in the period. Amortisation of bank debt arrangement fees increased by £0.1m to £0.1m (H1 2024: £0.0m) as a result of the Group agreeing a new revolving credit facility on 21 March 2025 and expensing all unamortised arrangement fees relating to the previous credit agreement. Underlying financing costs for H2 are expected to remain at similar levels to H1.

 

Headline profit before tax increased by 97% to £1.1m (30 June 2024: £0.6m from continuing operations, £1.3m from all operations), as a result of the reduced financing costs and resilient operating profit.

 

H1 Adjustments:

Following the disposal of April Six in December 2024 the Board commenced a restructuring programme with the objective of further streamlining the Group and driving efficiency. This has been completed, and the Group is now organised by four primary Agency pillars, each of which are focused on securing the growth potential of their respective agency brands and, importantly, on improving their respective operating margin. The £1.7m cost incurred as part of this restructure, both at the Agency level as well as central, are directly related to reducing ongoing operating expenditure (primarily headcount) and improving efficiency and operating margin. As a result, the payback on this cost is expected to be recovered within 12 months and has supported the overall improved operating margin and reduction in operating expenditure of £1.9m in the period.

 

As part of this restructuring the Group also disposed of its 70% majority shareholding of Bray Leino Splash PTE Ltd and related subsidiaries, the Bray Leino Asia operations, for a nominal sum and below the last reported book value, which further simplifies the Group's operations.

 

The disposal of April Six Ltd, our US Technology specialist agency, on 31 December 2024 included an earn-out component based on earnings for December 2024, January 2025 and February 2025.   The earn-out was capped at £4.2m and estimated in the 2024 report and accounts at £2.0m, but the downturn in Q1 2025 in the US Technology sector has resulted in a final payment of only £0.1m.  As a consequence, a £1.9m reduction to the reported profit/loss on the sale of April Six has been recognised in H1.

 

Summary of H1 Adjustments:

As detailed above, adjustments of £5m have been incurred in H1 as follows

 

·      £1.7m cash cost of the Group restructuring following the April Six disposal, including associated redundancy costs.

·      £2.8m non-cash adjustment related to the disposal of Splash Interactive PTE (£0.9m) and April Six (£1.9m).

·      £0.3m of amortisation and other acquisition costs

·      £0.2m of start-up costs relating to the geographical expansion of the Sports & Entertainment business.

 

The Group estimates an effective tax rate on headline profits before tax of 25% (H1 2024: 25%), resulting in an increase in headline earnings to £0.8m for the six months (H1 2024: £0.5m from continuing operations, £0.9m from all operations) and reported loss after tax on all operations of £3.7m (H1 2024: £0.0m).

 

Headline diluted EPS from continuing operations increased to 0.9 pence (H1 2024: 0.6 pence). Fully diluted EPS from all operations decreased to a loss of 4.1 pence (H1 2024: loss of 0.1 pence).

 

 

Balance Sheet and Cash Flow

The key balance sheet ratio measured and monitored by the Board is the ratio of net bank debt to headline EBITDA ("leverage ratio"). The Group closed the half year at 2.8x (30 June 2024: 3.5x, 31 December 2024: 2.2x) based on the trailing 12-month headline EBITDA. The ratio offers significant headroom against the facility limit of 3.5x for the period.

 

The Board also monitors the ratio of total debt, including outstanding acquisition obligations, to headline EBITDA and this ratio has also decreased year on year, to 3.1x (30 June 2024: 3.9x, 31 December 2024: 2.6x). Again, there is significant headroom against the facility limit of 4.0x for the period.

 

The Group spent £nil on acquisitions during the period (2024 £nil) and a total of £2.2m of acquisition obligations from prior years were settled in the first half of the year all of which were in cash (30 June 2024: £1.1m of which £0.6m were cash and the remainder settled in shares). After adjustments to estimated future contingent consideration payments the total estimated acquisition liability at 30 June 2025 totalled £2.5m (30 June 2024: £4.4m). Of this £1.0m is due for payment in the second half of 2025.

 

Capital expenditures continue to be strictly controlled with spend of £0.3m (H1 2024 £0.3m).

 

Trade and other receivables from continuing operations increased by £9.8m across the first six months of 2025 compared to an increase of £5.8m in the equivalent period in 2024. Payables have also increased and by a similar amount, £9.6m (H1 2024: £2.8m). The net result is a reduction in net working capital from continuing operations of £2.7m compared to H1 2024.

 

Net bank debt was £13.7m on 30 June 2025. This compares to £19.6m on 30 June 2024, and £9.5m on 31 December 2024 following the April Six disposal. The increase from 31 December 2024 is primarily a result of the settlement of outstanding acquisition obligations of £2.2m in H1, the cash cost of the restructuring programme noted (£1.7m) and the shares bought back in the Period totalling £0.4m. 

 

Total debt (being net bank debt plus outstanding acquisition obligations) closed at £16.2m (30 June 2024: £24.0m), and £14.2m on 31 December 2024.

 

Dividend

The Board has made the decision to keep dividend payments paused alongside other major capital allocations until balance sheet strength is restored and net debt is reduced (2024: 0 pence per share). The Board will keep this decision under regular review.

 

Share buyback

On 2 January 2025 the Company announced a share buyback programme for on market purchases of up to £1.5 million. Shares bought back in the Period totalled £0.4m.  The Board has paused the share buyback programme but remains alert to resuming the buyback should opportunities arise over the remaining half year. 

 

BOARD

 

The Company has recently announced a number of changes to its Board composition.

 

On 1 July 2025 the Board was pleased to announce that following an external process, John Carey had been appointed to the Board as Chief Executive Officer with effect from 1 September 2025. A highly experienced international leader, John brings a diverse breadth of commercial and business transformation expertise most recently holding executive leadership positions at Castrol, BP plc and Abu Dhabi National Oil Corporation for Distribution, where he led the company's IPO in 2017.

 

Following John's appointment, Mark Lund, Interim Chief Executive, has resumed his previous role as Non-Executive Director and Chair of the Board's Audit and Risk Committee.

 

On 12 September 2025 the Board announced the appointment of Claudine Collins as Non-Executive Director of the Group and Chair of the Remuneration Committee. Claudine draws on a career spanning over 30 years in the media industry having held several leadership positions in media agencies, and most recently Chief Client Officer at EssenceMediacom UK, part of WPP.

 

She will replace Eliza Filby who has informed the Board that she will be stepping down from her role as Non-Executive Director and Chair of the Remuneration Committee on 30th September 2025 following over three years of service to the Board.

 

MAKING POSITIVE CHANGE

 

Over the course of the period, we have made further progress against our Environmental, Social and Governance (ESG) commitments, outlined in our manifesto 'Making Positive Change'. 

 

Traction against our social goals, focused on building diverse and healthy teams and supporting the communities we work within, has been a key priority. The impactful community work across the Group through pro bono support, donations and volunteering has been tremendous helping to address key social challenges from elderly care and homelessness to conservation and education entry pathways into the creative industries.  

 

Another important priority has been positive traction in our commitment to reduce carbon emissions as a Group. We have benchmarked and set our emissions reduction targets in line with the Paris Climate Agreement and validated these targets via the Science-Based Targets initiative (SBTi) Net-Zero Standard. We have a near-term (2029) target of reducing all emissions from our baseline of 2019 by 44%. Although we have seen an increase in emissions by 13% from 2023 to 2024, due to an increase in office presence and travel combined with enhanced accuracy in our carbon reporting, we are on track to meet our near-term targets with an overall 32% reduction on 2019 emissions as at the end of 2024. 

 

The next six months will be key in our ESG journey as we prepare for ISSB updating its sustainability rules (IFRS S2 and SASB Standards) to make climate and industry disclosures clearer and more consistent worldwide. We will be developing a Materiality Assessment and reviewing current reporting - especially Scope 3 emissions and industry-specific metrics - so we can adapt smoothly when the new rules take effect in 2026.

 

OUTLOOK

 

As in previous years, Group profitability is heavily weighted to the second half of the year.

 

While we remain very mindful of the challenging trading environment, the Group currently remains on track to meet full-year headline operating profit and margin expectations. 

 

Recent new business wins and continued support from our loyal Client base should hold us in good stead given the macroeconomic uncertainty that prevails that is exemplified by increasing approval periods especially within new business assignments.

 

Our Agencies continue to punch above their weight and our Client roster has been further strengthened with a number of blue-chip brands.

 

 


Condensed Consolidated Income Statement for the six months ended 30 June 2025

 

 


 

Continuing operations

Six months to

 

Discontinued operations*

Six months to

 

 

Total

Six months to

 

Continuing operations Six months to

 

Discontinued operations**

 Six months to

 

 

Total

Six months to

 

Continuing operations Year ended

 

Discontinued operations**

Year ended

 

 

Total

Year ended


 


30 June

2025

30 June

2025

30 June

2025

30 June

2024

30 June

2024

30 June

2024

31 December 2024

31 December 2024

31 December 2024


 


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

Audited


 

Note

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000


 

 

 










TURNOVER

2

82,830

529

83,359

80,414

13,978

94,392

155,949

34,363

190,312


 

 

 

 

 








Cost of sales

 

(49,106)

(171)

(49,277)

(45,102)

(7,058)

(52,160)

(81,871)

(20,757)

(102,628)


 

OPERATING INCOME

2

 

33,724

 

358

 

34,082

 

35,312

 

6,920

 

42,232

 

74,078

 

13,606

 

87,684



 

 

 

 








Headline operating expenses

 

(31,547)

(359)

(31,906)

(33,413)

(6,195)

(39,608)

(66,439)

(12,175)

(78,614)


HEADLINE OPERATING PROFIT / (LOSS)

 

 

2,177

 

(1)

 

2,176

 

1,899

 

725

 

2,624

 

7,639

 

1,431

 

9,070


 


 

 

 








Loss on sale of subsidiaries (Note 11.2)


-

(959)

(959)

-

-

-

-

(209)

(209)


Start-up costs

3

(216)

-

(216)

(86)

-

(86)

(458)

-

(458)


Acquisition and disposal adjustments

4

(248)

(1,950)

(2,198)

(626)

-

(626)

(2,090)

-

(2,090)


Restructuring costs

3

(1,736)

-

(1,736)

-

(203)

(203)

-

(243)

(243)


Bank refinancing and equity raise costs

 

-

-

-

(242)

-

(242)

(242)

-

(242)


 

OPERATING (LOSS) / PROFIT

 

 

(23)

 

(2,910)

 

(2,933)

 

945

 

522

 

1,467

 

4,849

 

979

 

5,828



 

 

 

 








Share of results of associates and joint ventures

 

 

40

 

-

 

40

 

75

 

-

 

75

 

80

 

-

 

80


 

PROFIT / (LOSS) BEFORE INTEREST AND TAXATION

 

 

 

17

 

 

(2,910)

 

 

(2,893)

 

 

1,020

 

 

522

 

 

1,542

 

 

4,929

 

 

979

 

 

5,908


 

 

 

 

 








Net finance costs

5

(1,117)

-

(1,117)

(1,474)

(20)

(1,494)

(2,962)

(35)

(2,997)


 

(LOSS) / PROFIT BEFORE TAXATION

 

 

 

(1,100)

 

 

(2,910)

 

 

(4,010)

 

 

(454)

 

 

502

 

 

48

 

 

1,967

 

 

944

 

 

2,911


 

 

 

 

 








Taxation

6

268

18

286

219

(305)

(86)

(952)

(759)

(1,711)


 

(LOSS) / PROFIT FOR THE PERIOD

 

 

(832)

 

(2,892)

 

(3,724)

 

(235)

 

197

 

(38)

 

1,015

 

185

 

1,200


 

 

 

 

 








Attributable to:

 

 

 

 








Equity holders of the parent

 

(867)

(2,889)

(3,756)

(275)

187

(88)

889

164

1,053


Non-controlling interests

 

35

(3)

32

40

10

50

126

21

147



 

(832)

(2,892)

(3,724)

(235)

197

(38)

1,015

185

1,200



 

 

 

 








Basic earnings per share (pence)

7

(1.0)

(3.2)

(4.1)

(0.3)

0.2

(0.1)

1.0

0.2

1.2


Diluted earnings per share (pence)

7

(1.0)

(3.2)

(4.1)

(0.3)

0.2

(0.1)

1.0

0.2

1.2


Headline basic earnings per share (pence)

7

 

0.9

 

0.0

 

0.9

 

0.6

 

0.4

 

1.0

 

3.7

 

0.1

 

3.8


Headline diluted earnings per share (pence)

 

7

 

0.9

 

0.0

 

0.9

 

0.6

 

0.4

 

1.0

 

3.7

 

0.1

 

3.7


 

 

 

 

* Discontinued operations in 2025 consist of the results of Splash, sold on 31 March 2025 (see note 11.2)

 

** Discontinued operations in 2024 include the results of April Six, sold in 2024, and the results of Splash. The Group's Annual Report and Accounts 2024 showed a different split between continuing and discontinued operations, the discontinued operations numbers consisting only of the results of April Six. Following disposal in 2025, Splash has now been included in the 2024 discontinued operations disclosure.

 

 

 


 

 

 

Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 June 2025

 

 

Continuing operations

Six months to

 

Discontinued operations

Six months to

 

 

Total

Six months to

 

Continuing operations

Six months to

 

Discontinued operations

Six months to

 

 

Total

Six months to

 

Continuing operations Year ended

 

Discontinued operations

Year ended

 

 

Total

Year ended

 

30 June

2025

30 June

2025

30 June

2025

30 June

2024

30 June

2024

30 June

2024

31 December 2024

31 December 2024

31 December 2024

 

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

Audited

 

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

 


 







(LOSS) / PROFIT FOR THE PERIOD

(832)

(2,892)

(3,724)

(235)

197

(38)

1,015

185

1,200

 

 


 







Other comprehensive income - items that may be reclassified separately to profit or loss:

 


 







Exchange differences on translation of foreign operations

20

3

23

(43)

(50)

(93)

12

(510)

(498)

TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE PERIOD

 

(812)

 

(2,889)

 

(3,701)

 

(278)

 

147

 

(131)

 

1,027

 

(325)

 

702


 


 







Attributable to:

 


 







Equity holders of the parent

(847)

(2,887)

(3,734)

(318)

137

(181)

901

(323)

578

Non-controlling interests

35

(2)

33

40

10

50

126

(2)

124


(812)

(2,889)

(3,701)

(278)

147

(131)

1,027

(325)

702

 

 

 

Condensed Consolidated Balance Sheet as at 30 June 2025  

 

 

 

As at  

As at  

As at

 

 

30 June 2025

30 June 2024

31 December 2024

 

 

Unaudited

Unaudited

Audited

 

Note

£'000

£'000

£'000

FIXED ASSETS

 

 



Intangible assets

8

78,731

90,223

79,622

Property, plant and equipment

 

2,408

2,951

2,702

Right of use assets

9

14,061

15,534

14,494

Investments, associates and joint ventures

 

 

695

 

662

 

667

 

 

95,895

109,370

97,485

CURRENT ASSETS

 

 



Stock

 

2,487

2,928

2,394

Trade and other receivables

 

51,814

54,280

44,378

Corporation tax receivable

 

-

856

-

Cash and short term deposits

 

1,193

226

10,385

 

 

55,494

58,290

57,157

CURRENT LIABILITIES

 

 



Trade and other payables


(45,140)

(51,207)

(35,964)

Corporation tax payable


(298)

-

(745)

Bank loans

10

-

(21)

(11)

Acquisition obligations

11.1

(2,495)

(3,508)

(3,420)



(47,933)

(54,736)

(40,140)

NET CURRENT ASSETS

 

7,561

3,554

17,017

TOTAL ASSETS LESS CURRENT LIABILITIES

 

103,456

112,924

114,502

 

NON CURRENT LIABILITIES

 

 

 

 

 


Bank loans

10

(14,863)

(19,833)

(19,872)

Lease liabilities

    9

(13,614)

(15,047)

(14,041)

Acquisition obligations

11.1

-

(890)

(1,239)

Deferred tax liabilities

 

(344)

(433)

(397)

 

 

(28,821)

(36,203)

(35,549)

NET ASSETS

 

74,635

76,721

78,953

 

 

 



CAPITAL AND RESERVES

 

 



Called up share capital

 

9,224

9,224

9,224

Share premium account

 

46,081

46,081

46,081

Own shares

 

(579)

(217)

(191)

Share-based incentive reserve

 

1,107

1,107

1,107

Foreign currency translation reserve

 

16

(981)

64

Retained earnings

 

18,751

21,380

22,507

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

 

 

74,600

 

76,594

 

78,792

Non-controlling interests

 

35

127

161

TOTAL EQUITY

 

74,635

76,721

78,953



 

Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2025

 


Continuing operations

Six months to 30 June 2025

Discontinued operations

Six months to 30 June 2025

 

Total

Six months to 30 June 2025

Continuing operations

Six months to 30 June 2024

Discontinued operations

Six months to 30 June 2024

 

Total

Six months to 30 June 2024

Continuing operations

Year ended 31 December 2024

Discontinued operations

Year ended 31 December 2024

 

Total

Year ended 31 December 2024


Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

Audited


£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000


 

 

 

 

 

 

 

 

 

Operating (loss) / profit

(23)

(2,910)

(2,933)

945

522

1,467

4,849

979

5,828

Depreciation, amortisation and impairment charges

 

1,967

 

2

 

1,969

 

2,187

 

159

 

2,346

 

4,236

 

315

 

4,551

Increase in the fair value of contingent consideration on acquisitions

 

7

 

-

 

7

 

48

 

-

 

48

 

751

 

-

 

751

Decrease in the fair value of contingent consideration on disposals of subsidiaries

 

-

 

1,882

 

1,882

 

-

 

-

 

-

 

213

 

-

 

213

Loss on disposal of subsidiaries

-

959

959

-

-

-

-

209

209

Loss / (profit) on disposal of property, plant and equipment and software and intellectual property

 

1

 

-

 

1

 

-

 

-

 

-

 

(3)

 

-

 

(3)

(Increase) / decrease in receivables

(9,759)

(108)

(9,867)

(5,792)

(3,812)

(9,604)

(2,359)

1,575

(784)

(Increase) / decrease in stock

(93)

-

(93)

53

-

53

587

-

587

Increase / (decrease) in payables

9,546

68

9,614

2,767

2,546

5,313

(2,818)

(1,107)

(3,925)

OPERATING CASH FLOWS

1,646

(107)

1,539

208

(585)

(377)

5,456

1,971

7,427

Net finance costs paid

(1,134)

-

(1,134)

(1,608)

(20)

(1,628)

(3,051)

(35)

(3,086)

Tax paid

(294)

(4)

(298)

(200)

(386)

(586)

(228)

(595)

(823)

Net cash inflow / (outflow) from operating activities

218

(111)

107

(1,600)

(991)

(2,591)

2,177

1,341

3,518

INVESTING ACTIVITIES

 

 

 







Proceeds on disposal of property, plant and equipment

 

54

 

-

 

54

 

7

 

-

 

7

 

24

 

-

 

24

Purchase of property, plant and equipment

 

(217)

 

(1)

 

(218)

 

(297)

 

-

 

(297)

 

(580)

 

(2)

 

(582)

Investment in software and product development

 

(75)

 

-

 

(75)

 

(8)

 

-

 

(8)

 

(87)

 

-

 

(87)

Payment relating to acquisitions made in prior years

 

(2,171)

 

-

 

(2,171)

 

(614)

 

-

 

(614)

 

(740)

 

-

 

(740)

Proceeds on disposal of subsidiaries

-

113

113

-

-

-

-

10,813

10,813

Cash of subsidiaries disposed of

-

(367)

(367)

-

-

-

-

(2,379)

(2,379)

Costs of disposal of subsidiaries

-

-

-

-

-

-

-

(2,207)

(2,207)

Net cash (outflow) / inflow from investing activities

(2,409)

(255)

(2,664)

(912)

-

(912)

(1,383)

6,225

4,842

FINANCING ACTIVITIES

 

 

 







Dividends paid to non-controlling interests

(86)

(30)

(116)

(102)

-

(102)

(142)

-

(142)

Payment of lease liabilities

(1,139)

-

(1,139)

(547)

(151)

(698)

(1,584)

(349)

(1,933)

Repayment of bank loans

(5,015)

-

(5,015)

(10)

-

(10)

(34)

-

(34)

Purchase of own shares

(388)

-

(388)

-

-

-

-

-

-

Net cash outflow from financing activities

(6,628)

(30)

(6,658)

(659)

(151)

(810)

(1,760)

(349)

(2,109)

 

(Decrease) / increase in cash and cash equivalents

 

(8,819)

 

(396)

 

(9,215)

 

(3,171)

 

(1,142)

 

(4,313)

 

(966)

 

7,217

 

6,251

Exchange differences on translation of foreign subsidiaries

 

 

 

 

23



 

(93)


 

 

 

(498)

Cash and cash equivalents at beginning of year

 

 

 

10,385



 

4,632



 

4,632

Cash and cash equivalents at end of year

 

 

 

1,193



 

226



 

10,385















 

Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2025

 

 

 

 

 

Share

capital

£'000

 

 

 

 

Share premium

£'000

 

 

 

 

Own shares

£'000

 

 

Share-based incentive reserve

£'000

 

 

Foreign currency translation reserve

 £'000

 

 

 

 

Retained earnings

£'000

 

Total attributable to equity holders of parent

£'000

 

 

 

Non-controlling interest

£'000

 

 

 

 

Total equity

£'000

 

At 1 January 2024

9,102

45,928

(942)

1,107

(888)

21,967

76,274

179

76,453

(Loss) / profit for period

-

-

-

-

-

(88)

(88)

50

(38)

Exchange differences on translation of foreign operations

 

-

 

-

 

-

 

-

 

(93)

 

-

 

(93)

 

-

 

(93)

Total comprehensive (loss) / income for period

 

-

 

-

 

-

 

-

 

(93)

 

(88)

 

(181)

 

50

 

(131)

New shares issued

122

153

-

-

-

-

275

-

275

Shares awarded and sold from own shares

-

-

725

-

-

(499)

226

-

226

Dividend paid

-

-

-

-

-

-

-

(102)

(102)

At 30 June 2024

9,224

46,081

(217)

1,107

(981)

21,380

76,594

127

76,721

Profit for period

-

-

-

-

-

1,141

1,141

97

1,238

Exchange differences on translation of foreign operations

 

-

 

-

 

-

 

-

 

(382)

 

-

 

(382)

 

(23)

 

(405)

Total comprehensive (loss) / income for period

 

-

 

-

 

-

 

-

 

(382)

 

1,141

 

759

 

74

 

833

Realisation on disposal of subsidiary

-

-

-

-

1,427

-

1,427

-

1,427

Shares awarded and sold from own shares

-

-

26

-

-

(14)

12

-

12

Dividend paid

-

-

-

-

-

-

-

(40)

(40)

At 31 December 2024

9,224

46,081

(191)

1,107

64

22,507

78,792

161

78,953

(Loss) / profit for period

-

-

-

-

-

(3,756)

(3,756)

32

(3,724)

Exchange differences on translation of foreign operations

 

-

 

-

 

-

 

-

 

22

 

-

 

22

 

1

 

23

Total comprehensive income / (loss) for period

 

-

 

-

 

-

 

-

 

22

 

(3,756)

 

(3,734)

 

33

 

(3,701)

Realisation on disposal of subsidiary

-

-

-

-

(70)

-

(70)

-

(70)

Release of non-controlling interest on disposal of subsidiary

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(43)

 

(43)

Share buyback

-

-

(388)

-

-

-

(388)

-

(388)

Dividend paid

-

-

-

-

-

-

-

(116)

(116)

At 30 June 2025

9,224

46,081

(579)

1,107

16

18,751

74,600

35

74,635












Notes to the unaudited Interim Report for the six months ended 30 June 2025

 

1.   Accounting Policies

 

Basis of preparation

 

The information relating to the six months ended 30 June 2025 and 30 June 2024 is unaudited and does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The comparative figures for the year ended 31 December 2024 have been extracted from the Group's Annual Report and Accounts 2024, on which the auditors gave an unqualified opinion and did not include a statement under section 498 (2) or (3) of the Companies Act 2006. The Group Annual Report and Accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies.

 

Going concern

 

The Directors have considered the financial projections of the Group, including cash flow forecasts, the availability of committed bank facilities and the headroom against covenant tests for the coming 12 months. The Directors have also considered and understood the mitigating actions that would be required in the event of reduced revenue profiles and any consequential difficulties with covenant compliance. Such potential mitigating actions would include a review of headcount, particularly in the areas impacted by any downturn. The Directors are satisfied that the Group has adequate resources for the foreseeable future and that it is appropriate to continue to adopt the going concern basis in preparing these interim financial statements.

 

Accounting estimates and judgements

 

The Group makes estimates and judgements concerning the future and the resulting estimates may, by definition, vary from the actual results. The Directors considered the critical accounting estimates and judgements used in the interim financial statements and concluded that the main areas of judgement are:

 

·      Potential impairment of goodwill;

·      Contingent payments in respect of acquisitions and disposals;

·      Revenue recognition policies in respect of contracts which straddle the period end; and

·      Revenue recognised in respect of incomplete contracts involving commission or success fee arrangements.

 

 

2.   Segmental Information

 

Business segmentation

 

For management purposes the Board monitors the performance of its individual agencies and groups them into service segments based on the sectors in which they operate. Each reportable segment therefore includes a number of agencies with similar characteristics.

 

The Board assesses the performance of each segment by looking at turnover, operating income and headline operating profit. The headline operating profit shown below is after the reallocation to the agencies of certain head office costs relating to the Shared Services function. These costs include a significant portion of the total operating costs which are now centrally managed.

 

The Board does not review the assets and liabilities of the Group on a segmental basis. A segmental breakdown of assets and liabilities is therefore not disclosed.

 

 


Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entertainment

Technology

MISSION Central

Total

 

Six months to 30 June 2025

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Turnover

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

41,590

11,470

1,662

17,462

10,646

-

-

82,830

Discontinued operations

525

4

-

-

-

-

-

529

 

Total Group

 

42,115

 

11,474

 

1,662

 

17,462

 

10,646

 

-

 

-

 

83,359

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

10,887

10,058

1,349

7,678

3,752

-

-

33,724

Discontinued operations

246

112

-

-

-

-

-

358

 

Total Group

 

11,133

 

10,170

 

1,349

 

7,678

 

3,752

 

-

 

-

 

34,082

 

Headline operating profit / (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

1,066

309

(150)

1,135

165

-

(348)

2,177

Discontinued operations

(11)

10

-

-

-

-

-

(1)

 

Total Group

 

1,055

 

319

 

(150)

 

1,135

 

165

 

-

 

(348)

 

2,176

 

 


Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entertainment

Technology

MISSION Central

Total

 


(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

Six months to 30 June 2024

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Turnover

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

35,709

17,043

1,924

16,015

9,723

-

-

80,414

Discontinued operations

1,015

292

-

-

-

12,615

56

13,978

 

Total Group

 

36,724

 

17,335

 

1,924

 

16,015

 

9,723

 

12,615

 

56

 

94,392

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

10,950

11,163

1,659

7,477

4,043

-

20

35,312

Discontinued operations

570

288

-

-

-

6,024

38

6,920

 

Total Group

 

11,520

 

11,451

 

1,659

 

7,477

 

4,043

 

6,024

 

58

 

42,232

 

Headline operating profit / (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

811

525

(2)

995

523

-

(953)

1,899

Discontinued operations

41

13

-

-

-

671

-

725

 

Total Group

 

852

 

538

 

(2)

 

995

 

523

 

671

 

(953)

 

2,624

 

 

 


Business & Corporate

Consumer & Lifestyle

Health & Wellness

Property

Sports & Entertainment

Technology

MISSION Central

Total

 


(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

(Restated*)

Year to 31 December 2024

£'000

£'000

£'000

£'000

£'000

£'000

£'000

£'000

 

Turnover

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

66,106

30,508

4,279

33,018

22,038

-

-

155,949

Discontinued operations

2,158

523

-

-

-

31,650

32

34,363

 

Total Group

 

68,264

 

31,031

 

4,279

 

33,018

 

22,038

 

31,650

 

32

 

190,312

 

Operating income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

23,218

23,263

3,538

15,554

8,460

-

45

74,078

Discontinued operations

1,241

558

-

-

-

11,769

38

13,606

 

Total Group

 

24,459

 

23,821

 

3,538

 

15,554

 

8,460

 

11,769

 

83

 

87,684

 

Headline operating profit / (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

3,035

1,585

437

3,537

1,573

-

(2,528)

7,639

Discontinued operations

87

20

-

-

-

1,213

111

1,431

 

Total Group

 

3,122

 

1,605

 

437

 

3,537

 

1,573

 

1,213

 

(2,417)

 

9,070

 

 

* In 2025, following the simplification and reorganisation of the Group into key pillars that reflect the industries in which they operate, the management structure of the agencies in the Group has changed, as has the grouping of the agencies applied by the Board when monitoring performance.  Agencies and Advantage services have been reallocated between segments in these figures to reflect this new structure. 2024 results have also been restated to reflect the new structure so that the figures are comparable.

 

 

Geographical segmentation

 

The following table provides an analysis of the Group's operating income by region of activity:

 

 

Six months to

Six months to

Year ended

 

30 June

2025

30 June

2024

31 December

 2024

 

Unaudited

Unaudited

Audited

 

£'000

£'000

£'000

 

 



UK

33,258

37,905

77,345

USA

-

3,083

7,551

Asia

824

1,130

2,609

Rest of Europe

-

114

179


34,082

42,232

87,684

 

3.   Reconciliation of Headline Profit to Reported Profit

 

The Board believes that headline profits, which eliminate certain amounts from the reported figures, provide a better understanding of the underlying trading of the Group.

 

 

Six months to

30 June

 2025

Unaudited

 

£'000

Six months to

30 June

 2024

Unaudited

 

£'000

Year ended

31 December

 2024

Audited

£'000

 

 

PBT

PAT

PBT

PAT

PBT

PAT

 

 

£'000

£'000

£'000

£'000

£'000

£'000

 

 

From continuing operations

 

 


 

Headline profit

1,100

824

559

548

4,847

3,485

Acquisition and disposal related items

(248)

(192)

(626)

(492)

(2,090)

(1,831)

Bank refinancing and equity raise costs

-

-

(301)

(226)

(332)

(249)

Restructuring costs

(1,736)

(1,302)

-

-

-

-

Start-up costs

(216)

(162)

(86)

(65)

(458)

(390)

Reported (loss) / profit

(1,100)

(832)

(454)

(235)

1,967

1,015











 

From discontinued operations

 

 


 

Headline (loss) / profit

(1)

-

705

400

1,396

85

Restructuring costs

-

-

(203)

(203)

(243)

(243)

Acquisition and disposal related items

(1,950)

(1,933)

-

-

-

-

(Loss) / profit on sale of subsidiary (Note 11.2)

(959)

(959)

-

-

(209)

343

Reported (loss) / profit

(2,910)

(2,892)

502

197

944

185


 

 





From continuing and discontinued operations

 

 





Headline profit

1,099

824

1,264

948

6,243

3,570

Acquisition and disposal related items (Note 4)

(2,198)

(2,125)

(626)

(492)

(2,090)

(1,831)

Bank refinancing and equity raise costs

-

-

(301)

(226)

(332)

(249)

Restructuring costs

(1,736)

(1,302)

(203)

(203)

(243)

(243)

Start-up costs

(216)

(162)

(86)

(65)

(458)

(390)

(Loss) / profit on sale of subsidiary (Note 11.2)

(959)

(959)

-

-

(209)

343

Reported (loss) / profit

(4,010)

(3,724)

48

(38)

2,911

1,200











 

Bank refinancing and equity raise costs in 2024 consisted of various professional fees incurred in connection with the bank refinancing and other related costs associated with this process, accelerated bank debt arrangement fees (see note 5) and fees from various consulting and legal firms advising and assisting in the Board's consideration of an equity issue.

 

Restructuring costs in 2024 comprised the costs of shutting down the BLS China office. In 2025, restructuring costs consist of redundancy, PILON and TUPE related costs, as well as other related costs associated with the restructuring and reorganisation of the Group.

 

Start-up costs derive from organically started businesses or loss-making businesses acquired and comprise the trading losses of such entities until the earlier of two years from commencement or when they show evidence of becoming sustainably profitable. Start-up costs in 2024 related to the launch of Turbine and the launch of the US and Saudi offices of the Influence business. Start-up costs in 2025 consist of further costs relating to the launch of the US and Saudi offices of the Influence business.

 

4.   Acquisition and Disposal Adjustments

 


Six months to

30 June

2025

Unaudited

Six months to

30 June

2024

Unaudited

Year ended

31 December 2024

Audited

 


£'000

£'000

£'000

 


 



Amortisation of intangible assets

recognised on acquisitions

 

(229)

 

(382)

 

(685)

Movement in fair value of contingent consideration on acquisitions

 

(7)

 

(48)

 

(751)

Movement in fair value of contingent consideration on disposals

(1,882)

-

(213)

Acquisition and disposal transaction costs expensed

(80)

(196)

(441)

 


(2,198)

(626)

(2,090)






 

The movement in fair value of contingent consideration on acquisitions relates to a net upward revision in the estimate payable to vendors of businesses acquired. This upward revision is driven by improved performance by the recent acquisitions. The movement in fair value of consideration on disposals relates to a net downward revision in the estimate receivable from the sale of April Six. Acquisition and disposal transaction costs relate to professional fees in connection with disposals and acquisitions made or contemplated, including reverse acquisitions.

 

5.   Net Finance Costs

 


Six months to

Six months to

Year ended    


30 June

2025

30 June

2024

31 December 2024


Unaudited

Unaudited

Audited


£'000

£'000

£'000

 

 


 

Net interest on bank loans, overdrafts and deposits

 

(557)

 

(988)

 

(2,020)

Amortisation of bank debt arrangement fees

 

(144)

 

(21)

 

(44)

Interest expense on leases liabilities

(416)

(425)

(843)

Headline net finance costs

(1,117)

(1,434)

(2,907)

 

 



Accelerated amortisation of debt arrangement fees

-

(60)

(90)

Net finance costs

(1,117)

(1,494)

(2,997)

 

The decrease in net interest on bank loans, overdrafts and deposits in the period is driven primarily by the reduced level of bank debt following the implementation in 2024 of the Group's value restoration plan to deleverage and restore strength to the balance sheet, which included the sale of April Six.

 

The increase in amortisation of bank debt arrangement fees is as a result of the Group agreeing a new revolving credit facility on 21 March 2025 and expensing all unamortised arrangement fees relating to the previous credit agreement.

 

In 2024, following the reduction in full year profit expectations announced to the market in 2023, the Group agreed a new revolving credit facility on 27 March 2024 and incurred additional bank debt arrangement fees which were being amortised over the period of the new facility. In addition, the remaining unamortised bank debt arrangement fees relating to the replaced facility were fully written off during the period. These additional bank debt arrangement fees, over and above what would have been amortised had the Group not refinanced, were classified as a headline adjustment.

 

6.   Taxation

 

The taxation charge for the period ended 30 June 2025 has been based on an estimated effective tax rate on headline profit on ordinary activities of 25% (30 June 2024: 25%).

 

7.   Earnings Per Share

 

The calculation of the basic and diluted earnings per share is based on the following data, determined in accordance with the provisions of IAS 33: "Earnings per Share".

 


Six months to

Six months to

Year to


30 June

2025

30 June

2024

31 December

2024


Unaudited

Unaudited

Audited


 




£'000

£'000

£'000


 



Earnings

 



 

 



Reported profit for the period

 




 



From continuing operations

 



Attributable to:

 



Equity holders of the parent

(867)

(275)

889

Non-controlling interests

35

40

126


(832)

(235)

1,015


 



From discontinued operations

 



Attributable to:

 



Equity holders of the parent

(2,889)

187

164

Non-controlling interests

(3)

10

21


(2,892)

197

185

 

 



From continuing and discontinued operations

 



Attributable to:

 



Equity holders of the parent

(3,756)

(88)

1,053

Non-controlling interests

32

50

147


(3,724)

(38)

1,200

 

Headline earnings (Note 3)

 




 



From continuing operations

 



Attributable to:

 



Equity holders of the parent

789

508

3,359

Non-controlling interests

35

40

126


824

548

3,485


 



From discontinued operations

 



Attributable to:

 



Equity holders of the parent

3

390

64

Non-controlling interests

(3)

10

21


-

400

85


 



From continuing and discontinued operations

 



Attributable to:

 



Equity holders of the parent

792

898

3,423

Non-controlling interests

32

50

147


824

948

3,570

Number of shares

 



Weighted average number of Ordinary shares for the purpose of basic earnings per share

 

90,765,225

 

90,357,314

 

91,140,375

 

Dilutive effect of securities:

 



Employee share options

234,192

248,391

242,121

Weighted average number of Ordinary shares for the purpose of diluted earnings per share

 

90,999,417

 

90,605,705

 

91,382,496

 

 

 

 

Reported basis:

 



 

 



From continuing operations

 



Basic earnings per share (pence)

(1.0)

(0.3)

1.0

Diluted earnings per share (pence)

(1.0)

(0.3)

1.0

From discontinued operations

 



Basic earnings per share (pence)

(3.2)

0.2

0.2

Diluted earnings per share (pence)

(3.2)

0.2

0.2

From continuing and discontinued operations

 



Basic earnings per share (pence)

(4.1)

(0.1)

1.2

Diluted earnings per share (pence)

(4.1)

(0.1)

1.2

 

Headline basis:

 



 

 



From continuing operations

 



Basic earnings per share (pence)

0.9

0.6

3.7

Diluted earnings per share (pence)

0.9

0.6

3.7

From discontinued operations

 



Basic earnings per share (pence)

0.0

0.4

0.1

Diluted earnings per share (pence)

0.0

0.4

0.1

From continuing and discontinued operations

 



Basic earnings per share (pence)

0.9

1.0

3.8

Diluted earnings per share (pence)

0.9

1.0

3.7

 

 

Basic earnings per share includes shares to be issued subject only to time as if they had been issued at the beginning of the period. 

 

A reconciliation of the profit after tax on a reported basis and the headline basis is given in Note 3.

 

8.   Intangible Assets


 30 June

2025

 30 June

2024

31 December 2024


Unaudited

Unaudited

Audited


£'000

£'000

£'000


 



Goodwill

77,396

87,975

77,752

Other intangible assets

1,335

2,248

1,870


78,731

90,223

79,622

 

Goodwill


Six months to 30 June

2025

Six months to 30 June

2024

Year ended 31 December 2024


Unaudited

Unaudited

Audited


£'000

£'000

£'000


 



Cost

 



At 1 January

94,321

104,426

104,426

Recognised on acquisition of subsidiary

-

-

-

Disposal of subsidiaries (see Note 11.2)

(356)

-

(9,987)

Adjustment to consideration / net assets acquired

-

118

(118)

At 30 June / 31 December

93,965

104,544

94,321

 

Impairment adjustment




At 1 January

16,569

16,569

16,569

Impairment during the period

-

-

-

At 30 June / 31 December

16,569

16,569

16,569

 

 



Net book value

77,396

87,975

77,752

 

In accordance with the Group's accounting policies, an annual impairment test is applied to the carrying value of goodwill, unless there is an indication that one of the cash generating units has become impaired during the year, in which case an impairment test is applied to the relevant asset. The next impairment test will be undertaken at 31 December 2025.

 

Other Intangible Assets

 


Six months to

Six months to

Year ended 

 


30 June

2025

30 June

2024

31 December 2024

 


Unaudited

Unaudited

Audited

 


£'000

£'000

£'000

 

 

 



 

Cost

 



At 1 January

11,682

11,797

11,797

 

Disposal of subsidiaries

(694)

-

(206)

 

Additions

75

8

87

 

Transfer from property, plant and equipment

-

14

14

 

Disposals

(2)

(10)

(10)

 

At 30 June / 31 December

11,061

11,809

11,682

 

 

 

 



 

Amortisation and impairment

 



 

At 1 January

9,812

9,026

9,026

 

Disposal of subsidiaries

(408)

-

(188)

 

Charge for the period

324

532

971

 

Transfer from property, plant and equipment

-

13

13

 

Disposals

(2)

(10)

(10)

 

At 30 June / 31 December

9,726

9,561

9,812

 

 

 



 

Net book value

1,335

2,248

1,870

 













 

Other intangible assets consist of Client relationships, trade names, and software and product development costs.

 

9.   Right of Use Assets and Lease Liabilities

 

The Group leases several assets including property, office equipment, computer equipment and motor vehicles. Under IFRS 16, the Group recognises Right of Use Assets and Lease Liabilities in relation to these leases. Assets and liabilities reduce over the period of the lease and increase when a lease is renewed, or a new lease entered into.

 

 

Property

Office equipment, computer equipment and motor vehicles

Total

 

 


 

 

£'000

£'000

£'000

Cost

 

 

 

At 1 January 2024

22,884

2,408

25,292

Additions

66

303

369

Disposals

(1,365)

(769)

(2,134)

At 30 June 2024

21,585

1,942

23,527

Additions

115

114

229

Disposals

(65)

-

(65)

At 31 December 2024

21,635

2,056

23,691

Additions

554

200

754

Disposals

(1,037)

(91)

(1,128)

At 30 June 2025

21,152

2,165

23,317

 

 

 

 

Depreciation

 

 

 

At 1 January 2024

6,883

1,977

8,860

Charge for the period

1,116

151

1,267

Disposals

(1,365)

(769)

(2,134)

At 30 June 2024

6,634

1,359

7,993

Charge for the period

1,084

162

1,246

Disposals

(42)

-

(42)

At 31 December 2024

7,676

1,521

9,197

Charge for the period

1,029

156

1,185

Disposals

(1,035)

(91)

(1,126)

At 30 June 2025

7,670

1,586

9,256


 

 

 

Net book value at 30 June 2024

14,951

583

15,534

Net book value at 31 December 2024

13,959

535

14,494

Net book value at 30 June 2025

13,482

579

14,061

 

 

Obligations under leases are due as follows:

 


 30 June

2025

 30 June

2024

31 December 2024


Unaudited

Unaudited

Audited


£'000

£'000

£'000


 



In one year or less (shown in trade and other payables)

2,393

2,375

2,352

In more than one year

13,614

15,047

14,041


16,007

17,422

16,393

 

10.  Bank Loans and Net Bank Debt


30 June

2025

30 June

2024

31 December 2024


Unaudited

Unaudited

Audited


£'000

£'000

£'000


 



Bank loan outstanding

15,000

20,039

20,015

Adjustment to amortised cost

(137)

(185)

(132)

Carrying value of loan outstanding

14,863

19,854

19,883

Less: Cash and short term deposits

(1,193)

(226)

(10,385)

Net bank debt

13,670

19,628

9,498


 



The borrowings are repayable as follows:

 



Less than one year

-

21

11

In one to two years

-

20,018

20,004

In two to three years

15,000

-

-


15,000

20,039

20,015

Adjustment to amortised cost

(137)

(185)

(132)


14,863

19,854

19,883

Less: Amount due for settlement within 12 

months (shown under current liabilities)

 

-

 

(21)

 

(11)

Amount due for settlement after 12 months

14,863

19,833

19,872

 

At 30 June 2025, the Group's committed bank facilities comprised a revolving credit facility of £15.0m, expiring on 21 March 2028, with an option to increase the facility by £5m. In addition, there is an option to extend the facility by 1 year, and a further option to extend it by another year, subject to credit approval. Interest on the facility is based on SONIA (sterling overnight index average) plus a margin of between 1.75% and 2.25% depending on the Group's debt leverage ratio, payable in cash on loan rollover dates.

 

In addition to its committed facilities, the Group has available an overdraft facility of up to £3.0m with interest payable by reference to National Westminster Bank plc Base Rate plus 2.25%.

 

11.  Acquisitions and Disposals

 

11.1 Acquisition Obligations

 

The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash or shares or other securities at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for payments that may be due is as follows:

 


Cash

£'000

Shares

£'000

Total

£'000

 

30 June 2025

Less than one year

2,471

24

2,495

In more than one year

-

-

-

 

2,471

24

2,495

 

A reconciliation of acquisition obligations during the period is as follows:

 


Cash

£'000

Shares

£'000

Total

£'000





At 31 December 2024

4,635

24

4,659

Adjustments to estimates of obligations

7

-

7

Obligations settled in the period

(2,171)

-

(2,171)

At 30 June 2025

2,471

24

2,495






 

11.2 Sale of Bray Leino Splash Pte. Ltd and its subsidiaries

 

On 31 March 2025, as part of the Group's restructuring and simplification plan, the Group disposed of the entire issued share capital of Bray Leino Splash Pte. Ltd and its subsidiaries (together referred to as "Splash"). The fair value of the consideration for the disposal was £112,707 comprising upfront cash consideration.

 

The consideration, assets disposed of and costs of disposal were as follows:




£'000

 

 

 

 

Upfront cash consideration received

 

 

113

Total consideration

 

 

113

 

 

 

 

Net assets disposed of:

 

 

 

Fixed assets



9

Trade and other receivables



549

Corporation tax asset



84

Cash



367

Trade and other payables



(466)




543

Splash trade name



286

Goodwill of Splash



356

Total net assets disposed of



1,185

Minority shareholders share of net assets



(43)

Group's share net assets disposed of



1,142

Disposal and related costs

 

 

-

Total cost of disposal



1,142





Loss on sale of Splash prior to realisation of foreign currency translation reserve

 

 

1,029

Realisation of foreign currency translation reserve*

 

 

 

(70)

Total loss on sale of Splash

 

 

959







 

* Cumulative translation differences previously held in equity and recycled to the income statement on disposal of foreign operations.

 

12. Post balance sheet events

 

There have been no material post balance sheet events.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
IR DZGZLNZVGKZM