REG - Centaur Media PLC - Interim results for the 6 months ended 30 Jun 2025
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RNS Number : 5961Z Centaur Media PLC 17 September 2025
Centaur Media plc
Incorporated in England and Wales
Registration number: 04948078
LEI: 2138005WK87G7DQRQI62
ISIN: GB0034291418
17 September 2025
Centaur Media Plc
("Centaur" or "Group")
Interim results for the 6 months ended 30 June 2025
Delivering on strategic plans to maximise shareholder value
Centaur, an international provider of business intelligence, learning and
specialist consultancy, presents its interim results for the 6 months ended 30
June 2025. The financial performance of the Group's continuing operations
shown in these interim results excludes the results for MiniMBA as these are
reflected in discontinued operations following the announcement of its sale
prior to 30 June 2025.
Financial highlights
Re-presented(2)
£m H1 2025 H1 2024
Revenue from continuing operations 11.1 11.9
Adjusted(1) EBITDA 0.1 0.6
Adjusted(1) EBITDA margin 1% 5%
Adjusted(1) operating loss (0.9) (0.4)
Reporting operating loss (1.9) (0.3)
Group reported (loss)/profit after taxation (0.1) 1.1
Adjusted(1) diluted EPS 0.6 0.7
Ordinary dividend (pence per share) 0.6 0.6
Net cash(3) 9.4 8.9
Strategic and operational highlights
· Sale of MiniMBA completed in July 2025 with an enterprise value of £19m. As a
result of this disposal, the Group had net cash(3) of £24.7m at the close of
business on 15 September 2025
· Sale of The Lawyer announced in September 2025 with an enterprise value of
£43m. The disposal proceeds are expected to be received on completion in
early October which would give a pro forma net cash(3) balance of c. £67m
· Sale of Oystercatchers in July 2025 to its management team
· Continued work on the future strategy including progress on other disposals,
transferring marketing brands into stand alone entities and planning for
reduced central costs
· Discussions with shareholders on the method and timing of a return of capital
expected to take place before the end of the year
Financial highlights
· Revenue from continuing operations in H1 reduced by 7% to £11.1m
· Revenue increase of 11% in The Lawyer was offset by challenging trading
conditions for both Econsultancy and Influencer Intelligence
· Adjusted(1) EBITDA decreased to £0.1m (H1 2024: £0.6m), delivering an
adjusted(1) EBITDA margin of 1% (H1 2024: 5%)
· Net cash(3) of £9.4m (H1 2024: £8.9m) with strong cash generation from
positive working capital
· Interim ordinary dividend maintained at 0.6 pence per share (H1 2024: 0.6
pence per share)
Martin Rowland, Chief Executive Officer, commented:
"During the first half of 2025 we have made significant progress on
implementing our strategic review to enhance the reputation of the brands
within Centaur and maximise shareholder value, while remaining our customers'
partner of choice for business intelligence, learning and specialist
consultancy in the marketing and legal sectors.
As part of this review, we completed the sale of the MiniMBA to Brave Bison
Group plc on 18(th) July. On 11(th) September, we signed the sale of The
Lawyer to Legal Benchmarking Group for completion in early October. We have
made significant progress on our strategic review and are making further
progress during H2."
Financial performance
First half reported revenue was £11.1m, down 7% (H1 2024: £11.9m). Growth
from The Lawyer of 11% has been offset by weaker performance in the
Econsultancy and Influencer Intelligence marketing brands. Adjusted(1) EBITDA
declined 87% to £0.1m (H1 2024: £0.6m) and adjusted(1) EBITDA margin
decreased to 1% (H1 2024: 5%) with a reduction in adjusted operating costs of
2% only partially offsetting the revenue decline.
The decrease in adjusted(1) EBITDA has resulted in an adjusted(1) operating
loss of £0.9m (H1 2024: £0.4m). Adjusted(1) profit from discontinued
operations of £1.5m (H1 2024: £1.3m) leading to an adjusted(1) diluted EPS
of 0.6 pence for H1 2025 (H1 2024: 0.7 pence).
The Group has maintained resilient cash generation, despite the decline in
revenue, and management has carefully managed the cost base to reinforce the
efficiency of the business during the strategic review. Centaur has a strong
cash position with a net cash(3) balance of £9.4m at 30 June, after paying
out £1.8m of ordinary dividends during the period, as a result of positive
working capital inflows. This cash balance has since increased to £24.7m at
15 September 2025 after receipt of the disposal proceeds relating to MiniMBA.
Business Unit performance
The performance of our continuing brands is shown below.
· The Lawyer - continues to deliver good growth in Premium Content, with a 16%
increase on H1 2024, driven by a 113% renewal rate from subscriptions and a
16% increase in revenue from events due to the continuing success of the GC
Summit and The Lawyer Awards;
· M&C (Marketing Week, Festival of Marketing and Creative Review) - revenue
is 8% ahead of H1 2024 mainly due to subscription revenue increasing 22% from
investment in premium content;
· Econsultancy - ongoing macro-economic pressures impacted customer budgets,
resulting in a 33% year on year reduction in H1 revenue for the brand
affecting both Premium Content and Advisory revenue;
· TIG (Influencer Intelligence, Fashion & Beauty Monitor and Foresight News)
- revenue declined by 14% impacted by tightening budgets in the retail and
fashion sector and the resulting lower book of business; and
· Oystercatchers - sales were significantly impacted by a downturn in new
business and reported a 11% decrease in revenue compared to H1 2024.
In relation to discontinued operations:
· MiniMBA - the April courses registered an increase of 3% in delegates compared
to the previous year and a resulting increase in revenue of 5%.
Dividend
Centaur's Board has approved an interim ordinary dividend for 2025 of 0.6p per
share (H1 2024: 0.6p), in line with Centaur's dividend policy to distribute
the higher of the previous year's dividend or 40% of adjusted(1) earnings
after taxation.
Return of Capital
The disposal of The Lawyer is expected to complete in early October, following
which the Group will have realised proceeds of c. £61m from the disposals
undertaken so far. The Board expects the Company will have net cash of c.
£67m (before payment of the interim dividend) and intends to consult
shareholders on the approach to return cash to shareholders before the end of
the financial year.
Outlook
With the sale of MiniMBA and Oystercatchers, the soon to be completed sale of
The Lawyer, and good progress towards the potential sale of Marketing Week and
Creative Review, the Group has started the implementation of plans to downsize
its central functions supporting the remaining brands. With TIG and
Econsultancy likely to be part of the Group for the near future, the finance
and IT support functions are being outsourced or restructured in response to
the lower resource requirements.
(1)( ) Adjusted EBITDA is adjusted operating profit before
depreciation and amortisation. Adjusted results exclude adjusting items as
detailed in note 4 of this Interim Report.
(2)( ) Re-presented results exclude the discontinued operations
of the MiniMBA brand in 2024 as detailed in note 1 of the interim results.
(3)( ) Net cash is the total of cash and cash equivalents and
short-term deposits. There are no overdrafts or borrowings in the Group.
Enquiries
Centaur Media plc
Martin Rowland, Executive Chair 020 7970 4000
Simon Longfield, Chief Financial Officer
Singer Capital Markets - Broker
Phil Davies 020 7496 3000
James Fischer
Note to editors
Centaur is an international provider of business intelligence, learning and
specialist consultancy that inspires and enables people to excel at what they
do within the marketing and legal professions.
Overview of Group Performance
Current trading is below the levels experienced in the first half of 2024 as
certain of our marketing brands continue to experience challenging market
conditions. Revenue in H1 2025 declined 7% compared to H1 2024, with The
Lawyer achieving growth of 11% offset by lower performance in Econsultancy and
TIG.
Trading Summary
Re-presented(2)
Six months ended Six months ended
Unaudited 30 June 2025 30 June 2024
Revenue (£m) 11.1 11.9
Adjusted(1) EBITDA (£m) 0.1 0.6
Adjusted(1) operating loss (£m) (0.9) (0.4)
Reported operating loss (£m) (1.9) (0.3)
Group reported (loss)/profit after tax (£m) (0.1) 1.1
Adjusted(1) diluted EPS (pence) 0.6 0.7
The adjusted(1) operating loss declined year on year to £0.9m (H1 2024:
£0.4m) reflecting the reduction in revenue, partially offset by a 2%
reduction in operating costs, and the resulting reduction in EBITDA margin to
1% (H1 2024: 5%). As a result of the increase in adjusted(1) operating loss,
together with profit from discontinued operations and adjusting items of
£1.0m (H1 2024: £nil), the Group reported a loss after tax for the period of
£0.1m (H1 2024: profit of £1.1m).
Adjusted(1) diluted earnings per share for the reporting period decreased to
0.6 pence (H1 2024: 0.7 pence). Diluted earnings per share for the period on a
reported basis was 0.6 pence in line with H1 2024.
Net cash(3) increased from £8.9m at the end of 2024 to £9.4m at the end of
June 2025. Cash inflows were strong in the period, mainly due to continued
focus on cash collection reducing trade and other receivables by £0.7m. This,
combined with a £1.4m increase in deferred income, offset by a decrease in
trade and other payables of £0.5m resulted in a strong working capital inflow
in the period demonstrating the Group's continuing ability to successfully
generate cash.
The Group generated an adjusted operating cash inflow of £4.1m before payment
of £0.2m capital expenditure, £1.8m final dividend from 2024, £1.3m
exceptional costs and £0.3m of lease obligations, net interest and other
payments.
Six months ended Six months ended
30 June (unaudited) 30 June (unaudited)
2025 2024*
£m £m
Adjusted(1) operating (loss)/profit (0.9) 1.4
Depreciation and amortisation 1.0 1.1
Movement in working capital 4.0 -
Adjusted(1) operating cash flow(3) 4.1 2.5
Capital expenditure (0.2) (0.6)
Adjusting items (1.3) (0.4)
Taxation - -
Lease obligations, net interest and other (0.3) (0.4)
Free cash flow 2.3 1.1
Dividends paid to Company's shareholders (1.8) (1.7)
Increase/(decrease) in net cash(3) 0.5 (0.6)
Opening net cash(3) 8.9 9.5
Closing net cash(3) 9.4 8.9
* 2024 has not been re-presented in
relation to discontinued operations
Segmental Review
Following the Group's focus to review Centaur's business units and their
brands, management has split out its previous reportable market-facing segment
'Xeim' into 4 separate segments - refer to note 2 for details.
Revenue for the six months ended 30 June, together with reported growth rates
across each segment, are set out below.
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2025 2025 2025 2025 2025 2025
£'000 £'000 £'000 £'000 £'000 £'000
Revenue
Premium Content 582 2,180 926 - 3,155 6,843
Advisory - - 862 372 - 1,234
Events 305 - - - 1,578 1,883
Other revenue 512 - 161 - 502 1,175
Total revenue 1,399 2,180 1,949 372 5,235 11,135
Revenue growth/(decline) (%) 8% (14)% (33)% (21)% 11% (7)%
Re-presented(2)
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2024 2024 2024 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
Revenue
Premium Content 478 2,531 1,558 39 2,725 7,331
Advisory - - 995 429 - 1,424
Events 247 - - 2 1,355 1,604
Other revenue 571 2 348 - 654 1,575
Total revenue 1,296 2,533 2,901 470 4,734 11,934
The table below reconciles the adjusted(1) operating (loss)/profit for each
segment to the adjusted(1) EBITDA:
M&C TIG Econsultancy Other Marketing brands The Lawyer Central Total
2025 2025 2025 2025 2025 2025 2025
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 1,399 2,180 1,949 372 5,235 - 11,135
Adjusted(1) operating costs (1,911) (1,547) (2,176) (1,560) (3,543) (1,275) (12,012)
Adjusted(1) operating (loss)/profit (512) 633 (227) (1,188) 1,692 (1,275) (877)
Adjusted(1) operating margin (37)% 29% (12)% (319)% 32% - (8)%
Depreciation and amortisation 164 168 337 28 179 78 954
Adjusted(1) EBITDA (348) 801 110 (1,160) 1,871 (1,197) 77
Adjusted(1) EBITDA margin (25)% 37% 6% (312)% 36% - 1%
Re-presented(2)
M&C TIG Econsultancy Other Marketing brands The Lawyer Central Total
2024 2024 2024 2024 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Revenue 1,296 2,533 2,901 470 4,734 - 11,934
Adjusted(1) operating costs (1,689) (1,678) (2,576) (1,857) (3,104) (1,386) (12,290)
Adjusted(1) operating (loss)/profit (393) 855 325 (1,387) 1,630 (1,386) (356)
Adjusted(1) operating margin (30)% 34% 11% (295)% 34% - (3)%
Depreciation and amortisation 107 170 280 78 198 94 927
Adjusted(1) EBITDA (286) 1,025 605 (1,309) 1,828 (1,292) 571
Adjusted(1) EBITDA margin (22)% 40% 21% (279)% 39% - 5%
Marketing Brands
· M&C (Marketing Week, Festival of Marketing and Creative Review) revenue is
up 8% on H1 2024 mainly due to growth in subscription revenue of 22% as a
consequence of the prior year investment to grow its Premium Content by
producing greater volumes of content and placing them behind the paywall.
Events revenue increased 23% year-on-year, although Marketing Solutions
reduced by 10%;
· The Influencer Group (TIG) (Influencer Intelligence, Fashion & Beauty
Monitor and Foresight News) revenue declined by 14% impacted by challenging
trading in the retail and fashion sector. TIG's book of business declined 6%
during H1 2025 as a result of low new business levels and a combined renewal
rate of 83% across the three brands, albeit 5 percentage points higher than H1
2024;
· Econsultancy revenue fell by 33%. In relation to Premium Content revenue,
renewal rates of 59% (H1 2024: 90%) were significantly lower with the loss or
downgrade of a number of significant customers, although new business wins
picked up in May and June. Some significant consulting projects continued in
H1 2025, although a muted level of new business resulted in revenue down 13%
with pipeline opportunities being pushed into H2; and
· Other Marketing Brands contain the Oystercatcher's results, an 11% reduction
in revenue, along with management costs of running the marketing brands.
The Lawyer
· Revenue for The Lawyer increased 11% compared to H1 2024 with an increase in
revenue from Premium Content and Events, offset by a decrease in Marketing
Solutions and Recruitment Advertising revenue.
· Premium Content subscriptions continued to grow, with a 16% increase from the
first half of 2024, driven by healthy renewal rates of 113% (H1 2024: 113%)
across The Lawyer's subscription products together with £0.2m of new
business. This has resulted in an increase in the book of business since the
start of the period of 11%.
· Events revenue increased 16% after multiple successful events including the
Legal Transformation Summit in March, the GC Summit and another successful The
Lawyer Awards in June.
Central
Central adjusted(1) operating costs have decreased by £0.1m to £1.3m
compared to H1 2024 (£1.4m).
Dividends
In line with the Group's dividend policy to distribute the higher of 40% of
adjusted(1) retained earnings or the previous year's dividend, the Board has
announced an interim dividend for 2025 of 0.6 pence per share (H1 2024: 0.6
pence). This will be paid on 24 October 2025 to all shareholders on the
register as at close of business on 10 October 2025.
Balance Sheet
The balance sheet of the Group remains strong with a small increase in net
cash(3) since the end of 2024 after paying out £1.8m in ordinary dividends
during the period. Healthy cash collection during the period has resulted in a
decrease in days sales outstanding with trade receivables decreasing by £1.0m
to £1.8m. Trade and other payables have decreased by £1.6m since 31 December
2024 largely due to the re-classification of £1.1m accruals into liabilities
relating to assets classified as held for sale. Deferred revenue has increased
by £0.4m with a further £1.0m of deferred revenue transferred to liabilities
relating to assets classified as held for sale. Deferred tax assets have
decreased by £0.2m in relation to utilisation of losses carried forward.
Principal Risks and Uncertainties
The principal risks and uncertainties currently faced by the Group are
reviewed regularly by the Board. The principal risks faced by the Group are
set out below and the Board considers the risk levels to have remained broadly
the same since December 2024, except where stated otherwise.
· The world economy has been severely impacted by various economic and
geo-political shocks. The UK has experienced low growth this year, but with
inflation reducing closer to more normal levels (3.6% in June 2025) and
interest rates starting to reduce. The Group continues to have sensitivity to
UK/sector volatility and economic conditions. The impact has been acute on
some of Centaur's target market segments including FMCG, fashion, retail and
entertainment sectors with a notable increase in the number of companies
entering administration.
· Fraudulent or accidental breach of IT network, major systems failure or
ineffective operation of IT and data management systems leads to loss, theft
or misuse of financial assets, proprietary or sensitive information and / or
inoperative core products, services, or business functions.
· Regulatory: GDPR, PECR and other similar legislation include strict
requirements regarding how Centaur handles personal data, including that of
customers. There is risk of a fine from the ICO, third-party claims as well as
reputational damage if we do not comply.
In addition to the risks noted above, the Group is experiencing the following
new key risks:
· Following the disposal of MiniMBA and the imminent disposal of The Lawyer, the
Group will be less diversified and will be more susceptible to adverse
developments in its continuing operations. A material change in the trading,
operations or outlook of the remaining brands may have an adverse effect on
the business, financial condition, operating results or prospects of the
Group.
· There is no certainty that the Group will be able to successfully complete its
strategic review. Therefore the remaining business segments within the Group
could continue to be held for a longer than expected period and the
shareholders may not receive the return of capital that they anticipated.
Forward Looking Statements
Certain statements in this interim report are forward looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that these expectations
will prove to be correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. It undertakes no obligation to
update any forward-looking statements whether because of new information,
future events or otherwise.
Statement of Directors' Responsibilities
The Directors confirm that the condensed consolidated interim financial
statements for the six-month period ended 30 June 2025 have been prepared in
accordance with the Disclosure Guidance and Transparency Rules (DTR) of the
Financial Conduct Authority and with International Financial Reporting
Standards ('IFRSs') and IAS 34, 'Interim financial reporting', in line with
UK-adopted international accounting standards.
In addition, the interim management report herein includes a fair review of
the information required by DTR 4.2.7 and DTR 4.2.8, namely:
· An indication of important events that have occurred during the period and
their impact on the condensed consolidated interim financial statements, and a
description of the principal risks and uncertainties for the remaining period
of the financial year; and
· Material related party transactions in the period and any material changes in
the related party transactions described in the last annual report.
The Directors of Centaur Media Plc are listed in the Centaur Media Plc Annual
Report for the year ended 31 December 2024. A list of current directors is
maintained on the Centaur Media Plc website.
Going Concern
In assessing the going concern status, the Directors considered the Group's
activities, the financial position of the Group and their identification of
any material uncertainties and the principal risks to the Group. The Directors
have a reasonable expectation that the Group has adequate resources to
continue in operational existence for at least 12 months from the date of this
report and for this reason, they continue to adopt the going concern basis in
preparing the condensed consolidated interim financial statements. The
Directors understand that at the end of the year a basis other than going
concern may need to be adopted depending on the execution of the Group's
current strategy.
The interim report was approved by the Board of Directors and authorised for
issue on 16 September 2025 and signed on behalf of the Board by:
Martin Rowland, Executive Chair
Notes:
(a) The maintenance and integrity of the Centaur Media plc website is the
responsibility of the directors.
(b) Legislation in the United Kingdom governing the preparation and dissemination
of the condensed consolidated interim financial statements may differ from
legislation in other jurisdictions.
Footnotes:
(1) ( ) Adjusted EBITDA is adjusted operating profit before depreciation and
amortisation. Adjusted results exclude adjusting items, as detailed in note 4
of this Interim Report.
(2) ( ) Re-presented results exclude the discontinued operations of the
MiniMBA brand in 2024 as detailed in note 1 of the interim results.
(3) ( ) Net cash is the total of cash and cash equivalents and short-term
deposits. There are no overdrafts or borrowings in the Group.
Condensed consolidated Statement of Comprehensive Income
for the six months ended 30 June 2025
Six months ended 30 June (unaudited)
Note Adjusted Adjusting Reported Re-presented(2) Re-presented(2) Re-presented(2)
Results(1) Items(1) Results Adjusted Adjusting Reported
2025 2025 2025 Results(1) Items(1) Results
£'000 £'000 £'000 2024 2024 2024
£'000 £'000 £'000
Continuing operations
Revenue 2 11,135 - 11,135 11,934 - 11,934
Net operating expenses 3 (12,012) (1,016) (13,028) (12,290) 55 (12,235)
Operating (loss)/profit (877) (1,016) (1,893) (356) 55 (301)
Finance income 127 - 127 155 - 155
Finance costs (65) - (65) (81) - (81)
Net finance income 62 - 62 74 - 74
(Loss)/profit before tax (815) (1,016) (1,831) (282) 55 (227)
Taxation 5 232 152 384 85 (33) 52
(Loss)/profit for the period from continuing operations (583) (864) (1,447) (197) 22 (175)
Discontinued operations
Profit/(loss) for the period from discontinued operations after tax 6 1,506 (116) 1,390 1,283 - 1,283
Profit/(loss) for the period attributable to owners of the parent 923 (980) (57) 1,086 22 1,108
Total comprehensive income/(loss) attributable to owners of the parent 923 (980) (57) 1,086 22 1,108
(Loss)/earnings per share attributable to owners of the parent 7
Basic from continuing operations (0.4p) (0.6p) (1.0p) (0.1p) - (0.1p)
Basic from discontinued operations 1.0p (0.1p) 0.9p 0.8p - 0.8p
Basic 0.6p (0.7p) (0.1p) 0.7p - 0.7p
Fully diluted from continuing operations (0.4p) (0.6p) (1.0p) (0.1p) - (0.1p)
Fully diluted from discontinued operations 1.0p (0.1p) 0.9p 0.8p - 0.8p
Fully diluted 0.6p (0.7p) (0.1p) 0.7p - 0.7p
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior period re-presentation.
Condensed consolidated Statement of Changes in Equity
for the six months ended 30 June 2025
Reserve for Foreign
Share Own Share shares to Deferred currency Retained Total
capital shares premium be issued shares reserve earnings equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Unaudited
At 1 January 2024 15,141 (4,909) 1,101 1,670 80 127 31,858 45,068
Profit for the period and
total comprehensive income - - - - - - 1,108 1,108
Transactions with owners:
Dividends (note 14) - - - - - - (1,743) (1,743)
Exercise of share awards - 308 - (271) - - (37) -
Fair value of employee services - - - (158) - - - (158)
Tax on share-based payments - - - - - - (46) (46)
As at 30 June 2024 15,141 (4,601) 1,101 1,241 80 127 31,140 44,229
Unaudited
At 1 January 2025 15,141 (3,949) 1,101 488 80 128 19,510 32,499
Loss for the period and
total comprehensive loss - - - - - - (57) (57)
Currency translation adjustment - - - - - 26 - 26
Transactions with owners:
Dividends (note 14) - - - - - - (1,768) (1,768)
Lapsed share awards (note 15) - - - (195) - - 195 -
Fair value of employee services - - - 131 - - - 131
As at 30 June 2025 15,141 (3,949) 1,101 424 80 154 17,880 30,831
Condensed consolidated Statement of Financial Position as at 30 June
2025
Registered number 04948078
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
Note £'000 £'000 £'000
Non-current assets
Goodwill 8 29,137 29,137 41,162
Other intangible assets 9 2,263 3,498 3,512
Property, plant and equipment 614 1,157 1,699
Deferred tax assets 1,019 1,253 1,758
Other receivables 10 - 4 176
33,033 35,049 48,307
Current assets
Trade and other receivables 10 3,795 4,653 4,721
Short-term deposits 11 7,500 8,000 7,500
Cash and cash equivalents 1,913 928 1,378
Current tax asset 23 36 372
Current assets excluding assets classified as held for sale 13,231 13,617 13,971
Assets classified as held for sale 6 1,065 - -
14,296 13,617 13,971
Total assets 47,329 48,666 62,278
Current liabilities
Trade and other payables 12 (5,033) (6,677) (6,580)
Lease liabilities 13 (517) (1,025) (989)
Deferred income (8,605) (8,205) (9,691)
Current liabilities excluding liabilities relating to assets held for sale (14,155) (15,907) (17,260)
Liabilities relating to assets classified as held for sale 6 (2,168) - -
(16,323) (15,907) (17,260)
Net current liabilities (2,027) (2,290) (3,289)
Non-current liabilities
Lease liabilities 13 - - (517)
Deferred tax liabilities (175) (260) (272)
(175) (260) (789)
Net assets 30,831 32,499 44,229
Capital and reserves attributable to owners of the Company
Share capital 15,141 15,141 15,141
Own shares (3,949) (3,949) (4,601)
Share premium 1,101 1,101 1,101
Other reserves 504 568 1,321
Foreign currency reserve 154 128 127
Retained earnings 17,880 19,510 31,140
Total equity 30,831 32,499 44,229
The notes are an integral part of these condensed consolidated interim
financial statements. The condensed consolidated interim financial statements
were approved by the Board of Directors on 16 September 2025 and were signed
on its behalf by:
Simon Longfield
Chief Financial Officer
Condensed consolidated Cash Flow Statement
for the six months ended 30 June 2025
Six months ended 30 June (unaudited)
2025 2024
Note £'000 £'000
Cash flows from operating activities
Cash generated from operations 16 3,072 2,091
Interest paid (2) (1)
Net cash generated from operating activities 3,070 2,090
Cash flows from investing activities
Proceeds from disposal of assets 4 1 44
Purchase of property, plant and equipment - (21)
Purchase of intangible assets 9 (203) (565)
Interest received 11 147 179
Investment in short-term deposits 11 500 -
Net cash flows generated/(used in) from investing activities 445 (363)
Cash flows from financing activities
Finance costs paid (31) (35)
Extension fee on revolving credit facility - (20)
Repayment of obligations under lease 13 (521) (503)
Share options exercised - (44)
Dividends paid to Company's shareholders 14 (1,768) (1,743)
Net cash flows used in financing activities (2,320) (2,345)
Net increase/(decrease) in cash and cash equivalents 1,195 (618)
Cash and cash equivalents at beginning of period 928 1,996
Effect of foreign currency exchange rate changes (21) -
Cash and cash equivalents (including cash held in disposal group) at end of 2,102 1,378
period
Cash and cash equivalents held in disposal group presented as held for sale at 6 189 -
end of period
Cash and cash equivalents at end of period 1,913 1,378
Notes to the condensed consolidated interim financial statements
1 Summary of explanatory information and material accounting policies
General information
Centaur Media Plc ('the Company') is a public company limited by shares and
incorporated and domiciled in England and Wales. The address of the Company's
registered office is 10 York Road, London, SE1 7ND, United Kingdom. The
Company is listed on the London Stock Exchange.
These condensed consolidated interim financial statements were approved for
issue on 16 September 2025.
These condensed consolidated interim financial statements are unaudited and do
not constitute the statutory accounts within the meaning of Section 434 of the
Companies Act 2006. The Group's most recent statutory financial statements,
which comprise the Annual Report and audited Financial Statements for the year
ended 31 December 2024 were approved by the Board of Directors on 18 March
2025 and delivered to the Registrar of Companies. The report of the auditor on
those financial statements was not qualified, did not contain an emphasis of
matter paragraph and did not contain any statement under Section 498 of the
Companies Act 2006.
The consolidated financial statements of the Group as at, and for the year
ended 31 December 2024, are available upon request from the Company's
registered office or at www.centaurmedia.com (http://www.centaurmedia.com) .
Basis of preparation
The condensed consolidated interim financial statements for the six-month
period ended 30 June 2025 have been prepared in accordance with the Disclosure
and Transparency rules of the Financial Conduct Authority and with UK-adopted
International Accounting Standards and IAS 34, 'Interim Financial Reporting'.
The condensed consolidated financial statements should be read in conjunction
with the Annual Report and Financial Statements for the year ended 31 December
2024, which have been prepared in accordance with UK-adopted International
Accounting Standards.
Going concern
The condensed consolidated interim financial statements have been prepared on
a going concern basis.
At 30 June 2025, the Group has cash and cash equivalents of £1,913,000 (2024:
£1,378,000), short-term deposits of £7,500,000 (2024: £7,500,000) and has
net current liabilities of £2,027,000 (2024: net current liabilities
£3,289,000). In both periods net current liabilities primarily arose from the
Group's normal high levels of deferred income relating to performance
obligations to be delivered in the future and is not a liability that is
likely to be paid in cash.
The Directors have assessed the Group's activities, the financial position of
the Group, and their identification of any material uncertainties and the
principal risks to the Group. The Directors have a reasonable expectation that
the Group has adequate resources to continue in operational existence for at
least twelve months from the date of approval of this report and for the
foreseeable future. Therefore, the Directors consider it appropriate to adopt
the going concern basis of accounting in preparing the condensed consolidated
interim financial statements. The Directors understand that at the end of the
year a basis other than going concern may need to be adopted depending on the
execution of the Group's current strategy.
Accounting policies and estimates
The accounting policies adopted by the Group in the condensed consolidated
interim financial statements are consistent with those applied by the Group in
its consolidated financial statements for the year ended 31 December 2024.
The following accounting policy has been adopted by the Group in the condensed
consolidated interim financial statements from 1 January 2025:
· Assets and liabilities held for sale
Where the Group expects to recover the carrying amount of a group of assets
through a sale transaction rather than through continuing use, and a sale is
considered to be highly probable at the reporting date, the assets are
classified as held for sale and measured at the lower of cost and fair value
less costs to sell. No depreciation or amortisation is charged in respect of
non-current assets classified as held for sale once the classification has
been made.
The preparation of the condensed consolidated interim financial statements
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.
In preparing these condensed consolidated interim financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
that applied to the consolidated financial statements as at and for the year
ended 31 December 2024.
New and amended standards adopted by the Group
No new mandatory standards or amendments have been announced which currently
impact the year commencing 1 January 2025.
New standards and interpretations not yet adopted
There are no standards that are not yet effective and that would be expected
to have a material impact on the entity in the current or future reporting
periods and on foreseeable future transactions.
Prior period re-presentation
Discontinued operations
Where the requirements of IFRS 5 have been met, the operational results of the
MiniMBA brand have been re-presented as discontinued in the comparative
period. See note 6 for more details.
Segmental reporting
The segmental disclosures in note 2 have be re-presented to align with the
Group's focus to review Centaur's business units and their brands during 2025.
Prior year figures have been re-presented to split out its previous reportable
market-facing segment 'Xeim' into four segments. See note 2 for more details.
Presentation of non-statutory measures
In addition to IFRS statutory measures, the Directors use various non-GAAP key
financial measures to evaluate the Group's performance and consider that
presentation of these measures provides shareholders with an additional
understanding of the core trading performance of the Group. The basis of the
principal adjustments is comparable with that presented in the consolidated
financial statements for the year ended 31 December 2024, and as described in
those financial statements. The measures used are explained and reconciled to
their IFRS statutory headings below.
The Directors believe that adjusted results and adjusted earnings per share
provide additional useful information on the core operational performance of
the Group to shareholders and review the results of the Group on an adjusted
basis for management purposes. The term 'adjusted' is not a defined term
under IFRS and may not therefore be comparable with similarly titled profit
measurements reported by other companies. It is not intended to be a
substitute for, or superior to, IFRS measurements of profit.
The basis of the principal adjustments is consistent with that presented in
the consolidated financial statements for the year ended 31 December 2024, and
as described in those financial statements.
For the six-month periods ended 30 June 2024 and 30 June 2025, adjustments
were made in respect of:
· Exceptional costs - the Group considers items of income and expense as
exceptional and excludes them from the adjusted results where the nature of
the item, or its magnitude, is material and likely to be non-recurring in
nature so as to assist the user of the financial statements to better
understand the results of the core operations of the Group. Details of
exceptional items are shown in note 4.
· Amortisation of acquired intangible assets - the amortisation charge for those
intangible assets recognised on business combinations is excluded from the
adjusted results of the Group since they are non-cash charges arising from
investment activities. As such, they are not considered reflective of the
core trading performance of the Group. Details of amortisation of intangible
assets are shown in note 9.
· Share-based payments - share-based payment expenses or credits are excluded
from the adjusted results of the Group as the Directors believe that the
volatility of these charges can distort the user's view of the core trading
performance of the Group. Details of share-based payments are shown in note
15.
· Profit or loss on disposal of assets or subsidiaries - profit or loss on
disposals of businesses are excluded from adjusted results of the Group as
they are unrelated to core trading and can distort a user's understanding of
the performance of the Group due to their infrequent and volatile nature. See
note 4.
The tax related to adjusting items is the tax effect of the items above that
are allowable deductions for tax purposes, calculated using the standard rate
of corporation tax.
Further details of adjusting items are included in note 4. A reconciliation
between adjusted and reported earnings per share is shown in note 7.
Adjusted operating loss
Loss before tax reconciles to adjusted operating loss as follows:
Six months ended 30 June (unaudited)
Re-presented(2)
2025 2024
£'000 £'000
Loss before tax (1,831) (227)
Adjusting items:
Exceptional costs 806 166
Amortisation of acquired intangibles 24 24
Share-based payment expense/(credit) 185 (201)
Loss/(profit) on disposal of assets 1 (44)
Adjusted loss before tax (815) (282)
Finance income (127) (155)
Finance costs 65 81
Adjusted operating loss (877) (356)
(2) See note 1 for description of the prior period re-presentation.
Adjusted operating cash flow
Adjusted operating cash flow is not a measure defined by IFRS. It is defined
as cash flow from operations excluding the impact of adjusting items, which
are defined above. The Directors use this measure to assess the performance of
the Group as it excludes volatile items not related to the core trading of the
Group. Reported cash flow from operations reconciles to adjusted operating
cash as follows:
Six months ended 30 June (unaudited)
2025 2024
£'000 £'000
Reported cash flow from operating activities 3,072 2,091
Cash impact of adjusting items 1,274 416
Working capital impact of adjusting items (214) -
Adjusted operating cash flow 4,132 2,507
Capital expenditure (203) (586)
Post capital expenditure cash flow 3,929 1,921
Adjusted EBITDA
Adjusted EBITDA is not a measure defined by IFRS. It is defined as adjusted
operating profit before depreciation and amortisation of intangible assets
other than those acquired through a business combination. It is used by the
Directors as a measure to review performance of the Group. Adjusted EBITDA is
calculated as follows:
Six months ended 30 June (unaudited)
Re-presented(2)
2025 2024
£'000 £'000
Adjusted operating loss (as above) (877) (356)
Depreciation of property, plant and equipment 530 547
Amortisation of computer software 424 380
Adjusted EBITDA 77 571
(2) See note 1 for description of the prior period re-presentation.
Net cash
Net cash is not a measure defined by IFRS. Net cash is the total of cash and
cash equivalents and short-term deposits. There are no overdrafts or
borrowings in the Group. The Directors consider the measure useful as it gives
greater clarity over the Group's liquidity as a whole. A reconciliation
between net cash and statutory measures is shown below:
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
£'000 £'000 £'000
Cash and cash equivalents 1,913 928 1,378
Short-term deposits 7,500 8,000 7,500
Net cash 9,413 8,928 8,878
Financial risk factors
The Group's activities expose it to a variety of financial risks: interest
rate risk, credit risk, liquidity risk, capital risk and currency risk. The
condensed consolidated interim financial statements do not include all
financial risk management information and disclosures that are required in the
annual consolidated financial statements; they should be read in conjunction
with the Group's annual consolidated financial statements for the year ended
31 December 2024.
There have been no changes in risk management processes or policies since the
year end.
Seasonality
Historically there has been a greater weighting of revenue and profit derived
in the second half of each financial year. This weighting has been mainly
driven by the proportion of revenue from MiniMBA courses and events held in H2
including the Festival of Marketing in October. With the disposals of MiniMBA
and The Lawyer, together with the impact of further strategic decisions, both
the Group's revenue and operating profit from continuing operations will be
significantly lower in H2 2025 than in H1 2025.
2 Segmental reporting
Following the Group's focus to review Centaur's business units and their
brands, management has split out its previous reportable market-facing segment
'Xeim' into the following four segments:
- M&C (comprising the Marketing Week, Creative Review and Festival of
Marketing brands),
- The Influencer Group ('TIG') (comprising Influencer Intelligence, Fashion
& Beauty Monitor and Foresight News brands),
- Econsultancy,
- Other Marketing brands (comprising Oystercatchers and other marketing
overheads).
There has been no change to the reportable marketing-facing segment 'The
Lawyer'.
These segments derive revenue from a combination of premium content, advisory,
events and other non-strategic revenue. Overhead costs are allocated to these
segments on an appropriate basis, depending on the nature of the costs,
including in proportion to revenue or headcount.
Corporate income and costs have been presented separately as 'Central'. The
Group believes this is the most appropriate presentation of segmental
reporting for the user to understand the core operations of the Group. There
is no inter-segmental revenue.
Refer to note 6 for details on the discontinued operations for the period
ended 30 June 2025.
Segment assets consist primarily of property, plant and equipment, intangible
assets (including goodwill) and trade receivables. Segment liabilities
comprise trade payables, accruals and deferred income. Corporate assets and
liabilities primarily comprise property, plant and equipment, intangible
assets, current and deferred tax balances, cash and cash equivalents,
short-term deposits and lease liabilities. Capital expenditure comprises
additions to property, plant and equipment and intangible assets.
M&C TIG Econsultancy Other Marketing brands The Lawyer Central Continuing operations
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Six months ended 30 June 2025
Unaudited
Revenue 1,399 2,180 1,949 372 5,235 - 11,135
Adjusted operating (loss)/profit (512) 633 (227) (1,188) 1,692 (1,275) (877)
Exceptional costs - (87) (149) (241) (92) (237) (806)
Amortisation of acquired intangibles - - - (24) - - (24)
Share-based payment expense (10) (3) (10) (10) (29) (123) (185)
Loss on disposal of assets - - - - - (1) (1)
Operating (loss)/profit (522) 543 (386) (1,463) 1,571 (1,636) (1,893)
Finance income 127
Finance costs (65)
(Loss)/profit before tax (1,831)
Taxation 384
(Loss)/profit for the period (1,447)
Segment assets 6,813 4,411 5,693 1,696 17,877 - 36,490
Corporate assets - - - - - 9,774 9,774
Consolidated total assets 46,264
Segment liabilities (1,927) (2,325) (1,121) (911) (5,085) - (11,369)
Corporate liabilities - - - - - (2,961) (2,961)
Consolidated total liabilities (14,330)
Other items
Capital expenditure (tangible and intangible) 22 103 1 - 49 3 178
M&C TIG Econsultancy Other Marketing brands The Lawyer Central Continuing operations
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Six months ended 30 June 2024
Re-presented(2)
Unaudited
Revenue 1,296 2,533 2,901 470 4,734 - 11,934
Adjusted operating (loss)/profit (393) 855 325 (1,387) 1,630 (1,386) (356)
Exceptional costs 1 - (5) (162) - - (166)
Amortisation of acquired intangibles - - - (24) - - (24)
Share-based payment credit 3 12 - 100 68 18 201
Profit on disposal of assets - - - 44 - - 44
Operating (loss)/profit (389) 867 320 (1,429) 1,698 (1,368) (301)
Finance income 155
Finance costs (81)
(Loss)/profit before tax (227)
Taxation 52
(Loss)/profit for the period (175)
Segment assets 9,805 4,482 11,919 5,375 18,265 - 49,846
Corporate assets - - - - - 10,902 10,902
Consolidated total assets 60,748
Segment liabilities (1,635) (2,648) (2,079) (872) (4,821) - (12,055)
Corporate liabilities - - - - - (3,422) (3,422)
Consolidated total liabilities (15,477)
Other items
Capital expenditure (tangible and intangible) 84 14 247 3 52 1 401
(2) See note 1 for description of the prior period re-presentation.
Six months ended 30 June (unaudited)
Re-presented(2)
Continuing operations Discontinued operations Group Continuing operations Discontinued operations Group
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 11,135 4,772 15,907 11,934 4,539 16,473
Adjusted operating (loss)/profit (877) 2,064 1,187 (356) 1,755 1,399
Exceptional costs (806) (128) (934) (166) - (166)
Amortisation of acquired intangibles (24) - (24) (24) - (24)
Share-based payment (expense)/credit (185) - (185) 201 - 201
(Loss)/profit on disposal of assets (1) - (1) 44 - 44
Operating (loss)/profit (1,893) 1,936 43 (301) 1,755 1,454
Finance income 127 - 127 155 - 155
Finance costs (65) - (65) (81) - (81)
(Loss)/profit before tax (1,831) 1,936 105 (227) 1,755 1,528
Taxation 384 (546) (162) 52 (472) (420)
(Loss)/profit for the period (1,447) 1,390 (57) (175) 1,283 1,108
Segment assets 36,490 1,065 37,555 49,846 1,530 51,376
Corporate assets 9,774 - 9,774 10,902 - 10,902
Consolidated total assets 46,264 1,065 47,329 60,748 1,530 62,278
Segment liabilities (11,369) (2,168) (13,537) (12,055) (2,572) (14,627)
Corporate liabilities (2,961) - (2,961) (3,422) - (3,422)
Consolidated total liabilities (14,330) (2,168) (16,498) (15,477) (2,572) (18,049)
Other items
Capital expenditure (tangible and intangible) 178 25 203 401 185 586
(2) See note 1 for description of the prior period re-presentation.
Revenue by geographical location
The Group's revenue from continuing operations from external customers by
geographical location is detailed below:
Six months ended 30 June (unaudited)
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2025 2025 2025 2025 2025 2025
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 1,170 1,414 1,023 369 4,597 8,573
Europe (excluding United Kingdom) 112 137 568 - 241 1,058
North America 79 559 243 - 319 1,200
Rest of world 38 70 115 3 78 304
1,399 2,180 1,949 372 5,235 11,135
(2) See note 1 for description of the prior period re-presentation.
Six months ended 30 June (unaudited)
Re-presented(2)
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2024 2024 2024 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
United Kingdom 987 1,629 1,450 469 4,212 8,747
Europe (excluding United Kingdom) 120 158 763 - 193 1,234
North America 78 661 544 1 239 1,523
Rest of world 111 85 144 - 90 430
1,296 2,533 2,901 470 4,734 11,934
(2) See note 1 for description of the prior period re-presentation.
Substantially all of the Group's net assets are located in the United Kingdom.
The Directors therefore consider that the Group currently operates in a single
geographical segment, being the United Kingdom.
Revenue by type
The Group's revenue from continuing operations by type is as follows:
Six months ended 30 June (unaudited)
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2025 2025 2025 2025 2025 2025
£'000 £'000 £'000 £'000 £'000 £'000
Premium Content 582 2,180 926 - 3,155 6,843
Advisory - - 862 372 - 1,234
Events 305 - - - 1,578 1,883
Other Revenue(3) 512 - 161 - 502 1,175
1,399 2,180 1,949 372 5,235 11,135
(2) See note 1 for description of the prior period re-presentation.
(3) Other Revenue includes Marketing Solutions and Recruitment Advertising
revenue.
Six months ended 30 June (unaudited)
Re-presented(2)
M&C TIG Econsultancy Other Marketing brands The Lawyer Total
2024 2024 2024 2024 2024 2024
£'000 £'000 £'000 £'000 £'000 £'000
Premium Content 478 2,531 1,558 39 2,725 7,331
Advisory - - 995 429 - 1,424
Events 247 - - 2 1,355 1,604
Other Revenue(3) 571 2 348 - 654 1,575
1,296 2,533 2,901 470 4,734 11,934
(2) See note 1 for description of the prior period re-presentation.
(3) Other Revenue includes Marketing Solutions and Recruitment Advertising
revenue.
3 Net operating expenses
Operating (loss)/profit is stated after charging/(crediting):
Six months ended 30 June (unaudited)
Re-presented(2) Re-presented(2) Re-presented(2)
Adjusted Adjusting Reported Adjusted Adjusting Reported
results(1) items(1) results results(1) items(1) results
2025 2025 2025 2024 2024 2024
Note £'000 £'000 £'000 £'000 £'000 £'000
Employee benefits expense 7,925 - 7,925 7,804 - 7,804
Capitalised employee benefits (84) - (84) (229) - (229)
Exceptional costs 4 - 806 806 - 166 166
Depreciation of property, plant
and equipment 530 - 530 547 - 547
Amortisation of intangible assets 9 424 24 448 380 24 404
Impairment of trade receivables 1 - 1 36 - 36
Share-based payment expense/(credit) 15 - 185 185 - (201) (201)
Loss/(profit) on disposal of assets - 1 1 - (44) (44)
IT expenditure 1,229 - 1,229 1,108 - 1,108
Marketing expenditure 189 - 189 323 - 323
Other staff related costs 115 - 115 124 - 124
Other operating expenses 1,683 - 1,683 2,197 - 2,197
12,012 1,016 13,028 12,290 (55) 12,235
Cost of sales 4,056 - 4,056 4,176 - 4,176
Distribution costs 19 - 19 18 - 18
Administrative expenses 7,937 1,016 8,953 8,096 (55) 8,041
12,012 1,016 13,028 12,290 (55) 12,235
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior period re-presentation.
4 Adjusting items
Certain items are presented as adjusting. These are detailed below.
Six months ended 30 June (unaudited)
Re-presented(2)
2025 2024
£'000 £'000
Continuing operations
Exceptional costs 806 166
Amortisation of acquired intangible assets 24 24
Share-based payment expense/(credit) 185 (201)
Loss/(profit) on disposal of assets 1 (44)
Adjusting items to profit before tax 1,016 (55)
Tax relating to adjusting items (152) 33
Total adjusting items after tax for continuing operations 864 (22)
Discontinued operations
Exceptional costs 128 -
Tax relating to adjusting items (12) -
Total adjusting items after tax for discontinued operations 116 -
Total adjusting items after tax 980 (22)
(2) See note 1 for description of the prior period re-presentation.
In the current period, exceptional operating costs in continuing operations of
£806,000 relate to: (a) staff related restructuring costs (including external
employment advice costs) of £550,000; (b) professional fees of £184,000
incurred in restructuring the Group into stand-alone brands; and (c)
professional fees of £72,000 relating to disposals.
Exceptional operating costs in discontinued operations of £128,000 in the
current period relate to: (a) professional fees of £58,000 incurred in
restructuring MiniMBA into a stand-alone brand; and (b) professional fees of
£70,000 relating to the disposal of MiniMBA.
Exceptional costs in the prior period comprise non-recurring legal fees.
5 Taxation
Six months ended 30 June (unaudited)
2025 2024
£'000 £'000
Analysis of charge for the period
Current tax 12 7
Deferred tax 150 413
162 420
The tax charge is based on the estimated effective tax rate for the year ended
31 December 2025 of 25% (2024: 25%). The current year tax charge of £162,000
is split between a £348,000 tax credit relating to continuing operations and
a £546,000 tax charge relating to discontinued operations. The prior year tax
charge of £420,000 is split between a £52,000 tax credit relating to
continuing operations and a £472,000 tax charge relating to discontinued
operations.
6 Discontinued operations
The Mini Training Company Limited ("TMTC") was incorporated by shares on 12
March 2025, with 100% of shares held by Xeim Limited. On 13 June 2025, Xeim
Limited transferred the trade and assets of MiniMBA to TMTC.
On 25 June 2025, the Group announced it had entered into a conditional
agreement for the sale of TMTC, comprising the trade and assets of MiniMBA for
an enterprise value of £19,000,000. Although the agreement was conditional on
the buyer raising funds, the Group believed that it was highly probable that
the transaction would complete within 12 months of the date of the
announcement and therefore was classified as a disposal group held for sale
and discontinued operations from that date. The transaction completed on 18
July 2025 and is the first step in the Board's stated strategy to maximise
shareholder value.
The results of the discontinued operations, which were included in the
condensed consolidated statement of comprehensive income and condensed
consolidated cash flow statement, were as follows:
Six months ended 30 June (unaudited)
2025 2024
Condensed statement of comprehensive income £'000 £'000
Revenue 4,772 4,539
Expenses (2,836) (2,784)
Profit before tax 1,936 1,755
Attributable tax charge (546) (472)
Profit after tax 1,390 1,283
Add back adjusting items(1):
Exceptional costs 128 -
Tax relating to adjusting items(1) (12) -
Total adjusting items(1) 116 -
Adjusted profit(1) attributable to discontinued operations after tax 1,506 1,283
(1) Adjusted results exclude adjusting items, as detailed in note 1.
Six months ended 30 June (unaudited)
2025 2024
Cash flows £'000 £'000
Net operating cash flows 214 185
Investing cash flows (25) (185)
Financing cash flows - -
Total cash flows 189 -
The total cash flows above represent the cash specifically held within TMTC's
bank accounts as at 30 June 2025. Prior to the date of transfer of the trade
and assets of the MiniMBA to TMTC, MiniMBA did not have its own dedicated bank
account. The operating cash flows represent the identifiable trading
activities of MiniMBA. The investing cash flows relate to capital expenditure.
There were no material financing cash flows in 2024 and 2025.
The following assets and liabilities were reclassified as held for sale in
relation to the discontinued operations as at 30 June 2025:
30 June 2025
Unaudited
£'000
Assets classified as held for sale
Other intangible assets 768
Property, plant and equipment 8
Trade receivables 21
Prepayments 14
Other receivables 65
Cash and cash equivalents 189
Total assets classified as held for sale 1,065
Liabilities relating to assets classified as held for sale
Trade payables (6)
Accruals (1,139)
Deferred income (1,023)
Total liabilities relating to assets classified as held for sale (2,168)
At 30 June 2025, TMTC had £1,604,000 owed from Group undertakings which has
been eliminated on Group consolidation. This was subsequently settled in cash
and increased net assets classified as held for sale to this effect after the
reporting period.
7 Earnings/(loss) per share
Basic earnings per share ('EPS') is calculated by dividing the earnings
attributable to ordinary shareholders by the weighted average number of shares
in issue during the period. 4,044,278 shares held in the Employee Benefit
Trust (2024: 1,131,390 shares held in the Employee Benefit Trust and 4,550,179
shares held in treasury) have been excluded in arriving at the weighted
average number of shares.
For diluted earnings per share the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all dilutive potential ordinary
shares. This comprises share options and awards granted to Directors and
employees under the Group's share-based payment plans where the exercise price
is less than the average market price of the Company's ordinary shares during
the period.
Basic and diluted earnings per share have also been presented on an adjusted
basis, as the Directors believe that these measures are more reflective of the
underlying performance of the Group. These have been calculated as follows:
Six months ended 30 June (unaudited)
2025 2025 2025 Re-presented(2) Re-presented(2) Re-presented(2)
Adjusted Results(1) Adjusting Reported Results 2024 2024 2024
Items(1) Adjusted Results(1) Adjusting Reported Results
Items(1)
Continuing operations (£'000) (583) (864) (1,447) (197) 22 (175)
(Loss)/profit for the period from continuing operations
Number of shares (thousands)
Basic weighted average number of shares 147,366 147,366 147,366 145,182 145,182 145,182
Effect of dilutive securities - options - - - 8,821 8,821 8,821
Diluted weighted average number of shares 147,366 147,366 147,366 154,003 154,003 154,003
Loss per share from continuing
operations (pence)
Basic from continuing operations (0.4) (0.6) (1.0) (0.1) - (0.1)
Fully diluted from continuing operations (0.4) (0.6) (1.0) (0.1) - (0.1)
Discontinued operations (£'000) 1,506 (116) 1,390 1,283 - 1,283
Profit/(loss) for the period from discontinued operations
Number of shares (thousands)
Basic weighted average number of shares 147,366 147,366 147,366 145,182 145,182 145,182
Effect of dilutive securities - options - - - 8,821 8,821 8,821
Diluted weighted average number of shares 147,366 147,366 147,366 154,003 154,003 154,003
Earnings/(loss) per share from discontinued operations (pence)
Basic from discontinued operations 1.0 (0.1) 0.9 0.8 - 0.8
Fully diluted from discontinued operations 1.0 (0.1) 0.9 0.8 - 0.8
Continuing and discontinued operations (£'000) 923 (980) (57) 1,086 22 1,108
Profit/(loss) for the period attributable to owners of parent
Number of shares (thousands)
Basic weighted average number of shares 147,366 147,366 147,366 145,182 145,182 145,182
Effect of dilutive securities - options - - - 8,821 8,821 8,821
Diluted weighted average number of shares 147,366 147,366 147,366 154,003 154,003 154,003
Earnings/(loss) per share from continuing and discontinued operations (pence)
Basic earnings per share 0.6 (0.7) (0.1) 0.7 - 0.7
Fully diluted earnings per share 0.6 (0.7) (0.1) 0.7 - 0.7
(1) Adjusting items are disclosed in note 4.
(2) See note 1 for description of the prior year re-presentation.
8 Goodwill
2025 2024
£'000 £'000
Cost
At 1 January and 30 June 81,109 81,109
Accumulated impairment
At 1 January and 30 June 51,972 39,947
Net book value
At 1 January (audited) and 30 June (unaudited) 29,137 41,162
At 31 December 2024, a full impairment assessment was performed over the
Group's goodwill, and impairment charge of £12,025,000 was recognised.
At 30 June 2025, the reported interim results remain ahead of the sensitivity
scenarios used to assess impairment for the year ended 31 December 2024. As
such no indication of impairment has been identified and a full impairment
assessment will be performed on the Group's goodwill and acquired intangible
assets at the year ending 31 December 2025, in line with IAS 36 'Impairment of
Assets'.
9 Other intangible assets
Computer software Brands and publishing rights* Total
£'000 £'000 £'000
Net book value
At 1 January 2025 3,161 337 3,498
Additions
Separately acquired 65 - 65
Internally generated 84 - 84
Assets classified as held for sale (768) (768)
Amortisation for the period (592) (24) (616)
At 30 June 2025 (unaudited) 1,950 313 2,263
Net book value
At 1 January 2024 3,137 385 3,522
Additions
Separately acquired 294 - 294
Internally generated 229 - 229
Amortisation for the period (509) (24) (533)
At 30 June 2024 (unaudited) 3,151 361 3,512
* Amortisation of acquired intangibles is presented as an adjusting item.
Refer to note 6 for detail on the assets classified as held for sale.
10 Trade and other receivables
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade receivables 1,855 2,827 2,477
Less: expected credit loss (81) (97) (185)
Trade receivables - net 1,774 2,730 2,292
Prepayments 1,519 1,189 2,021
Other receivables 255 255 150
Accrued income 247 479 258
3,795 4,653 4,721
Amounts falling due after one year
Other receivables - 4 176
- 4 176
As at 30 June 2025, other receivables due within one year includes £162,000
(2024: £162,000 due after one year) in relation to a deposit on the London
property lease which is fully refundable at the end of the lease term.
11 Short-term deposits
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
£'000 £'000 £'000
Short-term deposits 7,500 8,000 7,500
The fixed term for these deposits is four months (2024: four months). Interest
for these short-term deposits is paid on maturity.
12 Trade and other payables
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
£'000 £'000 £'000
Amounts falling due within one year
Trade payables 145 315 769
Accruals 2,906 5,185 4,272
Social security and other taxes 1,354 592 989
Other payables 628 585 550
5,033 6,677 6,580
13 Lease liabilities
The lease liability currently held by the Group relates to a property lease,
for which a corresponding right-of-use ('ROU') asset is held on the condensed
consolidated statement of financial position within property, plant and
equipment.
£'000
At 1 January 2025 1,025
Interest expense 13
Cash outflow (521)
At 30 June 2025 517
At 1 January 2024 1,977
Interest expense 32
Cash outflow (503)
At 30 June 2024 1,506
Current 517
Non-current -
At 30 June 2025 517
Current 989
Non-current 517
At 30 June 2024 1,506
14 Dividends
Six months ended 30 June (unaudited)
2025 2024
£'000 £'000
Equity dividends
Final dividend for 2023: 1.2 pence per 10 pence ordinary share - 1,743
Final dividend for 2024: 1.2 pence per 10 pence ordinary share 1,768 -
1,768 1,743
An interim dividend for the six months ended 30 June 2025 of £884,000 (0.6
pence per ordinary share) will be paid on 24 October 2025 to all shareholders
on the register as at close of business on 10 October 2025.
15 Share-based payments
Six months ended 30 June (unaudited)
2025 2024
£'000 £'000
Share-based payment expense/(credit) 185 (201)
The Group's share-based payment plans consist of the Long-Term Incentive Plan
('LTIP') and Deferred Share Bonus Plan ('DSBP) which are equity-settled upon
vesting and the Value Creation Plan ('VCP') and Share Incentive Plan ('SIP')
which are cash-settled upon vesting.
The share-based payment expense/(credit) includes social security
contributions which are settled in cash upon exercise.
Value Creation Plan
During the period, the Remuneration Committee replaced the annual grant of
LTIP awards with a one-off Value Creation Plan ('VCP') award.
The VCP award is a cash-settled award with vesting conditional upon
performance (growth in shareholder value) and continued service over a
three-year performance period.
Effective from 8 May 2025, VCP awards were granted to Executive Directors.
Details of the performance conditions of these awards are disclosed in the
Remuneration Report in the Group Annual Report for the year ended 31 December
2024.
Equity-settled share-based payment plans
A reconciliation of movements in share awards under the Group's equity-settled
share-based payment plans during the period is shown below. See note 23 in the
Group Annual Report for the year ended 31 December 2024 for details of all
plans.
Number of awards LTIP DSBP
At 1 January 2025 6,680,684 60,593
Forfeited (315,622) -
Lapsed (1,984,735) -
At 30 June 2025 4,380,327 60,593
Exercisable at 30 June 2025 - 60,593
Weighted average share price at date of exercise (pence) - -
Options forfeited during the period were due to the participants leaving
before the vesting date of the options. Options that lapsed during the period
did not meet the performance conditions and related to the 2022 LTIP award.
The DSBP awards granted in 2022 vested and became exercisable on 24 March 2025
(the vesting date). Awards outstanding and exercisable at 30 June 2025 have an
expiry date of 24 September 2025.
16 Cash flow generated from operating activities
Six months ended 30 June (unaudited)
2025 2024
Note £'000 £'000
(Loss)/profit for the period (57) 1,108
Adjustments for:
Tax charge 5 162 420
Finance income (127) (155)
Finance costs 65 81
Depreciation of property, plant and equipment 531 548
Amortisation of intangible assets 9 616 533
Share-based payment expense/(credit) 15 185 (201)
Loss/(profit) on disposal of assets 1 (44)
Unrealised foreign exchange differences 25 (4)
Changes in working capital:
Decrease in trade and other receivables 818 341
Decrease in trade and other payables (1,615) (1,875)
Increase in deferred income 400 1,339
Movement in assets and associated liabilities held for sale:
Increase in trade and other receivables (100) -
Increase in trade and other payables 1,145 -
Increase in deferred income 1,023 -
Cash generated from operating activities 3,072 2,091
Refer to note 6 for detail on the assets and associated liabilities classified
as held for sale.
17 Financial instruments
Categories of financial instruments
Details of the significant accounting policies and methods adopted, including
the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised in respect of each class of financial
asset, financial liability and equity instrument are disclosed in note 1(m) in
the Annual Report for the year ended 31 December 2024. All financial assets
and liabilities are measured at amortised cost.
30 June 31 December 30 June
2025 2024 2024
Unaudited Audited Unaudited
£'000 £'000 £'000
Financial assets
Cash and cash equivalents 1,913 928 1,378
Short-term deposits 7,500 8,000 7,500
Trade receivables - net 1,774 2,730 2,292
Other receivables 255 259 326
11,442 11,917 11,496
Financial liabilities
Lease liabilities 517 1,025 1,506
Trade payables 145 315 769
Accruals 2,906 5,185 4,272
Other payables 628 585 550
4,196 7,110 7,097
The above figures do not include assets and associated liabilities classified
as held for sale, refer to note 6 for details.
The Directors consider the carrying value of the Group's financial assets and
liabilities measured at amortised cost is approximately equal to their fair
value.
The following tables detail the level of fair value hierarchy for the Group's
financial assets and liabilities:
Financial assets Financial liabilities
Level 1 Level 3
Cash and cash equivalents Lease liabilities
Short-term deposits Trade payables
Level 3 Accruals
Trade receivables - net Other payables
Other receivables
All trade and other payables are due in one year or less, or on demand.
18 Related party transactions
Transactions between Group Companies, which are related parties, have been
eliminated on consolidation and therefore do not require disclosure. The Group
has not entered into any other related party transactions in the period which
require disclosure in these interim statements.
19 Events after the reporting date
Disposal of The Mini Training Company Limited
On 18 July 2025, the Group completed the sale of The Mini Training Company
Limited, comprising the trade and assets of MiniMBA, for an enterprise value
of £19,000,000. The profit on disposal is subject to the finalisation of the
completion balance sheet with the buyer in H2 2025.
Disposal of Oystercatchers Partners Limited
On 22 July 2025, the Group completed the sale of Oystercatchers Partners
Limited ('OPL'), comprising the trade and assets of Oystercatchers. The sale
was not considered highly probable at 30 June 2025 and hence the assets and
associated liabilities were not classified as held for sale at 30 June 2025.
The profit on disposal is estimated to be approximately £22,000 together with
deferred consideration in relation to OPL's profitability for two years from
completion.
Disposal of TheLawyer.com Limited
On 11 September 2025, the Board announced that the Group has signed a
conditional sale and purchase agreement for the sale of TheLawyer.com Limited,
comprising the trade and assets of The Lawyer, for an enterprise value of
£43,000,000. As such, the trade and assets of The Lawyer are to be classified
as a disposal group held for sale and discontinued operations from that date.
Completion of the transaction is expected to occur by 8 October, subject to
the draw-down of funds by the buyer. The profit on disposal is subject to the
finalisation of the completion balance sheet with the buyer in H2 2025.
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