REG - CEPS PLC - Half-Yearly Report
12/09/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250912:nRSL0488Za&default-theme=true
RNS Number : 0488Z CEPS PLC 12 September 2025
12 September 2025
CEPS PLC
("CEPS", "CEPS Group" "Group" or "Company")
HALF-YEARLY REPORT
The Board is pleased to announce its unaudited half-yearly report for the six
months ended 30 June 2025.
CHAIRMAN'S STATEMENT
Shareholders will be aware from my statement in the Annual Report in May of my
disappointment with the first 11 months of this Labour government. Sadly,
nothing in the past four months has caused me to revise my views.
In this period, our companies have had to manage their way through the
Employer's National Insurance increase, the reduction in the threshold for
Employer's National Insurance and the significant rise in the National Living
Wage, which of course impacts the remuneration of every employee in a company
as differentials need to be maintained. Simultaneously, there has been a
reduction in consumer and business confidence caused directly by the
government's actions and the general uncertainty that its approach has
created. Despite the public's individual balance sheets being historically
strong, with the savings ratio continuing at elevated levels since the Covid
lockdown in 2020, consumer spending has been weak.
Despite the headlines and mainstream media running a "Broken Britain" agenda,
this by no means reflects the complete picture. Whilst inflation at 3.8% is
currently well above the Bank of England's target level of 2%, a significant
element of this was government introduced, and will fall out of the inflation
index with the passage of time. The Bank of England, still wary of elevated
inflation, has slowed the pace of interest rate cuts and now appears to have
paused them altogether. It is something of a puzzle that inflation across
Europe is at a subdued level of 2% and the interest rates at the ECB are 2%
(Deposit Facility Rate).
Recent monthly growth statistics show that the UK is growing as fast, or
indeed faster, than many European countries despite the absolute level of
growth being historically low.
Wage increases have remained consistently above inflation and are currently
running at some 5.3% in the public sector and slightly less than 5% in the
private sector, both therefore, well ahead of CPI. Mortgage rates are on a
reducing path and real disposable income is set to continue to
rise.
It is with some relief that the Bank of England has cut interest rates in the
past six months, albeit only by two 0.25% steps to 4.0%. As aforementioned,
this compares to the current ECB rate of 2% which has reduced from 4.5% over
the past 12 months. It is hoped that one or more further reductions are
implemented this year and for this trend to continue into next year, taking
rates to a sensible and sustainable level of 3.0% - 3.5%.
Lower interest rates help foster greater economic activity and boost consumer
confidence. A beneficial by-product is that the government should, in time,
pay less interest on its substantial debt burden, thereby easing pressure on
public finances.
It is hoped that this government, with its huge majority, starts to learn from
its errors to date. The increase in government spending, and in particular
spending on welfare, is unsustainable and needs to be controlled and ideally
reduced. If these steps are taken, confidence in the UK on a corporate and
domestic level will gradually start to improve and with more economic
activity, reduced inflation and moderating pay claims the UK environment will
become positive for enterprise.
Review of the period
This period has been dominated by the impact of "Liberation Day" and the
proposed introduction by the United States of tariffs against virtually every
country in the world. Whilst the CEPS companies are largely unaffected in a
direct manner, the impact is being felt on economic uncertainty and,
consequently, economic activity.
Operational review
Aford Awards
Aford Awards has continued its development by broadening its product range
through innovation and its increased production capability. Whilst last year
focussed on the ongoing integration of the business and assets of Impact
Promotional Merchandise, this period has been one of managing the various
business streams to enhance efficiency, operational effectiveness and
profitability.
Anecdotally it would seem that the trophy and medal market has contracted,
potentially by as much as 20% on the previous year.
The company is looking, as ever, at several "bolt-on" acquisitions and has,
with recent experience, developed a process and structure to facilitate the
integration of future acquisitions to maximise return on investment.
With the conclusion of deferred payments to the vendor of Impact Promotional
Merchandise, Aford Awards has begun to generate greater free cash flow.
Currently the company, with CEPS approval, has placed this cash on deposit
anticipating the possibility of needing it for future acquisitions.
Signature Fabrics
Friedman's and Milano have not yet seen the hoped for increase in sales.
As anticipated, the performance of the two companies remained subdued as the
continued effects of the cost-of-living crisis and inflationary pressures
impacted expected sales. Whilst Milano met sales targets, it was largely
achieved by clearing old stock at reduced margins. A Friedman's competitor
went into liquidation in the period, and it is hoped that further business
will be picked up from this source.
ICA Group ("Inspection, Compliance and Audit")
Very pleasingly the ICA Group (previously the Hickton Group) has had another
positive first six months. Sales were ahead of last year alongside an
improvement in margins and, therefore, EBITDA. A key challenge during this
period has been the recruitment and retention of professional staff in the
face of disproportionately high salaries being offered by local
councils.
The acquisition of Align Group (UK) was concluded on the 1 April 2025 and,
consequently, it has only been included for three months trading within these
accounts. This acquisition has fulfilled all expectations and confirms that
the ICA team is able to identify acquisition opportunities, negotiate
transactions, arrange financing and integrate acquired businesses into the
Group.
Financial review
It is pleasing that sales for the Group for the first six months of 2025 of
£16.82m increased by 5.8% on the comparable period of £15.89m in H1 2024.
Aford Awards generated revenue of £2.22m for the first six months of 2025
compared to £2.06m for the same period in 2024. The segmental result,
presented as EBITDA, was £417,000 in H1 2025 compared to £450,000 in the
same period in the previous year.
Revenue from Signature Fabrics was £3.07m in H1 2025 compared to £3.46m in
H1 2024. Consequently, EBITDA was down from £479,000 in H1 2024 to
£137,000 in H1 2025. Ultimately, performance hinges on sales and every
effort is being made to correct this.
ICA Group's revenue in H1 2025 increased to £11.53m from £10.37m in the same
period of 2024. The CEPS Board is very pleased with the continued progress
at ICA. The associated EBITDA has increased from £1.33m in the first six
months of 2024 to £1.47m in H1 of 2025.
The operating profit for CEPS Group reduced by 14.3% from £1.58m in H1 2024
to £1.35m in H1 2025.
Net finance costs have increased period-on-period from £354,000 in H1 2024 to
£403,000 in H1 2025. This increase relates to the additional debt taken on
by ICA to acquire Align and to accelerate the repayment of some of the ICA
outstanding loan stock. All the debt in CEPS is on fixed rate terms and, as
cash generation increases, overall debt is expected to decline and,
consequently, the finance charge will reduce.
In the period, the £2m unsecured loan from a third party was renewed for a
further 12 months. The previous interest rate had been fixed at 7% and the
loan was renewed with a 9% coupon. CEPS did explore the market for a
replacement loan. However, it was determined that, as this loan is expected to
be repaid from cash reserves when it falls due in the future, it would be both
more cost effective and simpler to "rollover".
The corporation tax charge of £276,000 (H1 2024: £274,000) is primarily a
provisional charge on the profit generated by the ICA Group.
Profit after tax for the period was £675,000 compared to £952,000 for the
first six months of 2024, driven by the reduction in profits in Signature
Fabrics as a result of lower turnover. This has resulted in reduced
earnings per share attributable to owners of the parent of 1.55p (H1 2024:
2.29p).
The Group saw another year of strong net cash generated from operating
activities. This amounted to £1.61m in H1 2025 against £1.98m in H1
2024. Net debt has risen from £4.89m as at 30 June 2024 to £6.31m as at 30
June 2025. Whilst the debt in CEPS on its own has not changed and remains at
£4.95m before cash reserves, the overall debt includes the new Santander Bank
loan of £2.5m to ICA which was used to finance the Align acquisition and the
accelerated repayment of loan stock. There is no right of redress to CEPS in
respect of this loan. This explains the increase in gearing from 75% as at
30 June 2024 to 120% as at 30 June 2025 (see note 5).
Dividend
The Board remains keen to recommence the payment of dividends after a very
long period of non-payment. As a first step towards achieving this, the
balance sheet reconstruction was completed on 15 May 2024. The corporate
entity of CEPS PLC now needs to build its revenue reserves to enable the Board
to consider either buying back shares and cancelling them or, alternatively,
paying dividends. Currently the favoured option, when we are able to do so,
is to buy back shares and to cancel them for the benefit of all
shareholders.
Share capital
There was no share issuance in the current year and, therefore, the issued
share capital remains at 21,000,000 shares as it has since September 2021.
Employee Share Option Trust
It is the Board's intention to establish an Employee Share Option Trust
("ESOT") which will, from time to time and within prescribed price levels, buy
ordinary shares in the market. These shares will be available to match
against future share options as they vest. CEPS will lend the ESOT the funds
to finance these expected to be modest purchases.
Reporting on the progress of the six business drivers
1. Profits of the three subsidiaries
ICA has increased its profits, Aford Awards has produced a small reduction
after six months and Signature Fabrics is down. Earnings per share are down
32.3% on H1 2024.
2. Self-funded "bolt-on deals" in each of the three subsidiaries
in the manner that has occurred over the past five years
As reported above, ICA acquired 100% of Align Building Control Limited and
Align Group (UK) Limited ("Align"). The team at ICA are very pleased with the
progress made to date at Align.
As mentioned above, Aford Awards is reviewing several opportunities which may
or may not lead to a purchase.
3. Repayment of loan stocks from the subsidiaries, absent any
acquisitions, leading firstly to the repayment of the £2m third party loan
and then, finally, the Chelverton Asset Management loan of £2.95m
The transaction by ICA was financed by Santander Bank and one of the terms of
the loan was that further loan stock repayments from ICA would be suspended
for 12 months after an accelerated payment made in March. The loan stocks in
ICA total £2.43m at 30 June 2025, down from £3.93m 12 months ago, with
£1.25m of the loan stock due to CEPS.
Signature Fabrics has commenced repayment of the loans outstanding to CEPS.
4. Increase in CEPS' shareholdings in its subsidiary companies
CEPS now holds 1.7% more of the shares in ICA (excluding new equity shares
that only participate in a distribution if the ICA Group value increases)
following a purchase by ICA of some minority-held shares.
5. Share buy backs and cancellation
CEPS is not yet in a position where this programme can be commenced.
6. Offer to buy a subsidiary
At this time no offers have been made for any subsidiary.
In 2025 we are focused on the recovery in the profits of Signature Fabrics and
the continued growth in the profits of the other two subsidiaries, and the
subsequent repayment of the loan stock due to CEPS.
Prospects
In a tough macro environment, the Board is pleased to see the progress made in
H1 by ICA which, of course, is a valuable company and represents some two
thirds of the CEPS Group by revenue and EBITDA. We expect this performance
to continue in the second half.
Aford Awards has produced a resilient performance with strong cash generation
and this is expected to be enhanced in the second half.
Whilst Signature Fabrics has struggled in this first six months, the
seasonally better second half at Milano and the changes made at both
Friedman's and Milano are hoped to lead to improved performance.
Market commentators anticipate that inflation will begin to decline in the
fourth quarter of 2025 from its current level, and once this trend is evident,
the Bank of England is expected to resume reducing the bank interest rate.
As the commercial world awaits the forthcoming autumn budget, the broader
macroeconomic outlook should improve with the acceptance of U.S. imposed
tariffs, the return to growth in the European trading bloc, and the gradual
impact of the government's elevated spending. This will be positive for
CEPS.
The CEPS Group of companies have clear objectives and are set up to continue
to improve and evidence the value in the ordinary shares.
David Horner
Chairman
11 September 2025
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
The directors of the Company accept responsibility for the content of this
announcement.
Enquiries
CEPS PLC
David Horner, Chairman +44 1225 483030
SPARK Advisory Partners Limited
Mark Brady / Jade Bayat +44 20 3368 3550
Caution Regarding Forward Looking Statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
directors' current beliefs and assumptions and are based on information
currently available to the directors.
CEPS PLC
Consolidated Statement of Comprehensive Income
Six months ended 30 June 2025
Note Audited
Unaudited Unaudited 12 months
6 months 6 months to 31
to 30 June
to 30 June
December
2025 2024 2024
£'000 £'000 £'000
Revenue 3 16,817 15,892 31,558
Cost of sales (9,638) (9,041) (18,268)
Gross profit 7,179 6,851 13,290
Administration expenses (5,825) (5,271) (10,874)
Operating profit 3 1,354 1,580 2,416
Analysis of operating profit
Trading 1,611 1,838 2,871
Exceptional items 2 (45) (37) (37)
Group net costs (212) (221) (418)
1,354 1,580 2,416
Net finance costs (403) (354) (685)
Profit before tax 951 1,226 1,731
Taxation (276) (274) (433)
Profit and total comprehensive income for the period 675 952 1,298
Income and total comprehensive income attributable to:
Owners of the parent 326 481 580
Non-controlling interest 349 471 718
675 952 1,298
Earnings per share attributable to owners of the parent during the period
basic and diluted 4 1.55p 2.29p 2.76p
CEPS PLC
Consolidated Statement of Financial Position
As at 30 June 2025
Note Unaudited Unaudited Audited
as at as at as at
30 June 30 June 31 December
2025 2024 2024
£'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 926 1,031 931
Right-of-use assets 1,849 1,794 1,760
Intangible assets 13,085 11,513 11,603
15,860 14,338 14,294
Current assets
Inventories 2,068 2,406 2,346
Trade and other receivables 5,396 5,244 4,484
Cash and cash equivalents 1,552 1,713 677
9,016 9,363 7,507
Total assets 3 24,876 23,701 21,801
Equity
Capital and reserves attributable to owners of the parent
Called up share capital 6 63 63 63
Retained earnings 2,788 2,604 2,754
2,851 2,667 2,817
Non-controlling interest in equity 2,416 3,878 2,149
Total equity 3 5,267 6,545 4,966
Liabilities
Non-current liabilities
Borrowings 6,983 4,484 5,278
Lease liabilities 1,446 1,514 1,436
Trade and other payables 215 - 68
Provisions 412 395 412
Deferred tax liability 325 357 312
9,381 6,750 7,506
Current liabilities
Borrowings 3,218 4,120 3,432
Lease liabilities 564 449 505
Trade and other payables 4,704 4,242 3,789
Current tax liabilities 1,742 1,595 1,603
10,228 10,406 9,329
Total liabilities 3 19,609 17,156 16,835
Total equity and liabilities 24,876 23,701 21,801
CEPS PLC
Consolidated Statement of Cash Flows
Six months ended 30 June 2025
Unaudited Unaudited Audited
6 months to 6 months to 12 months to
30 June 30 June 31 December
2025 2024 2024
£'000 £'000 £'000
Cash flows from operating activities
Profit for the financial period 675 952 1,298
Adjustments for:
Depreciation and amortisation 463 425 902
Loss/(profit) on disposal of fixed assets 1 4 (4)
Net finance costs 403 354 685
Taxation charge 276 274 433
Changes in working capital
Movement in inventories 278 (18) 42
Movement in trade and other receivables (758) (407) 353
Movement in trade and other payables 552 519 312
Movement in provisions - (5) 12
Cash generated from operations 1,890 2,098 4,033
Corporation tax paid (283) (122) (488)
Net cash generated from operating activities 1,607 1,976 3,545
Cash flows from investing activities
Interest received 1 - 5
Acquisition of businesses and subsidiaries net of cash acquired (note 8) (767) - (35)
Deferred consideration paid in respect of the acquisition of subsidiaries and (66) (64) (137)
businesses in prior periods
Purchase of property, plant and equipment (83) (145) (142)
Proceeds from sale of assets - - 51
Purchase of intangible fixed assets (115) (8) (32)
Net cash used in investing activities (1,030) (217) (290)
Cash flows from financing activities
Purchase of subsidiary shares from minority holders (374) - (790)
Proceeds from borrowings 2,585 127 -
Loan issue costs paid (62) - -
Repayment of borrowings (1,179) (590) (1,425)
Dividends paid to non-controlling interests - - (67)
Interest paid (400) (282) (690)
Lease liability payments (272) (217) (522)
Net cash flow from/(used in) financing activities 298 (962) (3,494)
Net increase/(decrease) in cash and cash equivalents 875 797 (239)
Cash and cash equivalents at the beginning of the period 677 916 916
Cash and cash equivalents at the end of the period 1,552 1,713 677
Cash and cash equivalents
Cash at bank and in hand 1,552 1,713 677
CEPS PLC
Consolidated Statement of Changes in Equity
Six months ended 30 June 2025
Share capital Share premium Retained earnings Attributable to owners of the parent Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 2,100 7,017 (6,931) 2,186 3,407 5,593
(audited)
Profit and total comprehensive income for the financial period - - 481 481 471 952
Capital reduction (note 6) (2,037) (7,017) 9,054 - - -
At 30 June 2024 (unaudited) 63 - 2,604 2,667 3,878 6,545
Profit for the year - - 99 99 247 346
Total comprehensive income for the financial year - - 99 99 247 346
Changes in ownership in interest in subsidiaries - - 51 51 (1,909) (1,858)
Dividends paid in respect of non-controlling interests - - - - (67) (67)
At 31 December 2024 (audited) 63 - 2,754 2,817 2,149 4,966
Profit and total comprehensive income for the financial period - - 326 326 349 675
Changes in ownership in interest in subsidiaries (note 7) - - (292) (292) (82) (374)
At 30 June 2025 (unaudited) 63 - 2,788 2,851 2,416 5,267
Notes to the financial information
1. General information
CEPS PLC (the "Company") is a company incorporated and domiciled in England
and Wales. The Company is a public company limited by shares, which is
listed on the AIM market of the London Stock Exchange. The address of the
registered office is 11 Laura Place, Bath BA2 4BL.
The registered number of the Company is 00507461.
This condensed consolidated half-yearly financial information was approved by
the directors for issue on 11 September 2025.
This condensed consolidated half-yearly financial information does not
comprise statutory accounts within the meaning of section 434 of the Companies
Act 2006. Statutory accounts for the year ended 31 December 2024 were
approved by the Board of directors on 28 May 2025 and delivered to the
Registrar of Companies. The report of the auditor on those accounts was
unqualified, did not contain an emphasis of matter paragraph and did not
contain any statement under section 498 of the Companies Act 2006.
This condensed consolidated half-yearly financial information has not been
reviewed or audited.
Basis of preparation
The condensed financial statements have been prepared using accounting
policies consistent with international accounting standards in conformity with
the Companies Act 2006. The same accounting policies, presentation and methods
of computation are followed in the condensed financial statements as were
applied in the Group's latest annual audited financial statements. While the
financial figures included in this half-yearly report have been computed in
accordance with international accounting standards applicable to interim
periods, this half-yearly report does not contain sufficient information to
constitute an interim financial report as that term is defined in IAS 34.
Accounting policies
The accounting policies applied are consistent with those of the annual
financial statements for the year ended 31 December 2024 and with those to be
applied for the year ending 31 December 2025, as described in the 2024 annual
financial statements. There are no new standards or interpretations expected
to be adopted in 2025 that would have a significant impact on the financial
statements.
2. Exceptional items
Acquisition expenses of £45,000 were incurred in respect of the business
combination in the six months ended 30 June 2025 and, as non-trading costs,
have been presented as exceptional costs.
The expected surplus from the wind-up of a defined benefit pension scheme was
included as a credit in exceptional items in the year ended 31 December 2023
together with a related tax charge of £134,000. After the final professional
fees, the surplus was £37,000 lower and £28,000 less after tax. This was
presented as an exceptional cost of £37,000 and tax credit of £9,000 in the
six months ended 30 June 2024 and year ended 31 December 2024.
3. Segmental analysis
The chief operating decision maker of the Group is its Board. Each operating
segment regularly reports its performance to the Board which, based on those
reports, allocates resources to and assesses the performance of those
operating segments.
Operating segments and their principal activities are as follows:
Aford Awards, an engraving and colour print company specialising in sports and
corporate awards;
Signature Fabrics, comprising Friedman's, a convertor and distributor of
specialist lycra, and Milano International (trading as Milano Pro-Sport), a
designer and manufacturer of leotards;
ICA Group, comprising Hickton Quality Control, Cook Brown Building Control,
Cook Brown Energy, Align Building Control, Morgan Lambert and Qualitas
Compliance, providers of services in the construction industry; and
Group costs incurred, assets and liabilities at Head Office level to support
the activities of the Group.
The United Kingdom is the main country of operation from which the Group
derives its revenue and operating profit and is the principal location of the
assets of the Group. The Group information provided below, therefore, also
represents the geographical segmental analysis. Of the £16,817,000
(2024: £15,892,000) of revenue, £16,113,000 (2023: £15,089,000) is derived
from UK customers.
The Board assesses the performance of each operating segment by a measure of
adjusted earnings before interest, tax, depreciation and amortisation and
Group costs. Other information provided to the Board is measured in a manner
consistent with that in the financial statements.
i) Results by segment
Unaudited 6 months to 30 June 2025
Aford Signature Fabrics
Awards
ICA Total
Group
Group
£'000 £'000 £'000 £'000
Revenue 2,217 3,070 11,530 16,817
Segmental result (EBITDA) 417 137 1,468 2,022
Right-of-use depreciation charge (44) (84) (68) (196)
Depreciation and amortisation charge (95) (98) (67) (260)
Group costs (212)
Net finance costs (including IFRS 16) (403)
Profit before taxation 951
Taxation (276)
Profit for the period 675
Unaudited 6 months to 30 June 2024
Aford Signature Fabrics
Awards
ICA Total
Group
Group
£'000 £'000 £'000 £'000
Revenue 2,057 3,461 10,374 15,892
Segmental result (EBITDA) 450 479 1,332 2,261
Right-of-use depreciation charge (38) (84) (66) (188)
Depreciation and amortisation charge (74) (100) (61) (235)
Group costs (258)
Net finance costs (including IFRS16) (354)
Profit before taxation 1,226
Taxation (274)
Profit for the period 952
Audited 12 months to 31 December 2024
Aford Signature
Awards
Fabrics ICA Total
Group
Group
£'000 £'000 £'000 £'000
Revenue 3,658 6,509 21,391 31,558
Expenses (3,102) (5,942) (18,746) (27,790)
Segmental result (EBITDA) 556 567 2,645 3,768
Depreciation and amortisation charge (159) (219) (120) (498)
IFRS 16 depreciation (82) (167) (150) (399)
Group costs (455)
Net finance costs (including IFRS 16) (685)
Profit before taxation 1,731
Taxation (433)
Profit for the year 1,298
ii) Assets and liabilities by segment
Unaudited as at 30 June Segment assets Segment liabilities Segment net (liabilities)/assets
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Continuing operations:
CEPS Group 843 458 (5,475) (5,526) (4,632) (5,068)
Aford Awards 4,300 4,117 (1,857) (1,806) 2,443 2,311
Signature Fabrics 6,874 8,201 (3,628) (2,911) 3,246 5,290
ICA Group 12,859 10,925 (8,649) (6,913) 4,210 4,012
Total - Group 24,876 23,701 (19,609) (17,156) 5,267 6,545
Audited as at 31 December 2024 Segment assets Segment liabilities Segment net (liabilities)/assets
£'000 £'000 £'000
Continuing operations:
CEPS Group 265 (5,436) (5,171)
Aford Awards 4,087 (1,858) 2,229
Signature Fabrics 7,016 (3,472) 3,544
ICA Group 10,322 (5,958) 4,364
Total - Group 21,690 (16,724) 4,966
4. Earnings per share
Basic earnings per share is calculated on the profit after taxation for the
period attributable to owners of the Company of £326,000 (2024: £481,000)
and on 21,000,000 (2024: 21,000,000) ordinary shares, being the weighted
number in issue during the period.
5. Net debt and gearing
Gearing ratios at 30 June 2025, 30 June 2024 and 31 December 2024 are as
follows:
Group Group Group audited
unaudited unaudited 31 December 2024
30 June 2025 30 June 2024
£'000 £'000 £'000
Total borrowings 10,201 8,604 8,710
Less: acquisition loan notes (2,340) (1,997) (2,611)
Less: cash and cash equivalents (1,552) (1,713) (677)
Net debt 6,309 4,894 5,422
Total equity 5,267 6,545 4,966
Gearing ratio 120% 75% 109%
In order to provide a more meaningful gearing ratio, total borrowings are the
sum of bank borrowings and third-party debt, excluding loan notes used to
finance the Group's acquisitions.
6. Share capital and premium
Number of shares Share capital Share premium Total
£'000
£'000
£'000
At 1 January 2024 21,000,000 2,100 7,017 9,117
Capital reduction - (2,037) (7,017) (9,054)
At 30 June 2024 and 30 June 2025 21,000,000 63 - 63
A General Meeting was held on 20 March 2024 regarding a proposed share capital
reduction in the Company and the cancellation of the share premium account
which was approved by special resolution. On 30 April 2024, an order of the
High Court of Justice, Chancery Division confirmed the reduction of the share
capital in the Company and the cancellation of its share premium account. As
a result, the nominal amount of each ordinary share in issue in the Company
of £0.10 was reduced by £0.097 to £0.003, with an amount of
£2,037,000 transferred to the profit and loss reserve together with
£7,017,000 from the cancellation of the share premium account.
7. Equity reserve movements
On 1 April 2025, the Company's subsidiary, ICA Group Limited, purchased and
cancelled 3,500 of its minority held ordinary shares, for £374,000, which was
considered to be the market value of the shares at that date. There was a
£82,000 release from non-controlling interests in respect of the
corresponding proportion of net assets in the subsidiary, resulting in a
£292,000 debit to Group shareholders' equity.
8. Business combinations
On 1 April 2025, the Company's subsidiary, ICA Group Ltd, acquired Align
Building Control Limited and Align Building (UK) Limited which provide a range
of building inspector services in the construction sector. The acquisition had
the following provisional effect on the Group's assets and liabilities.
Book value Fair value adjustments Fair value
£'000 £'000 £'000
Intangible assets - customer assets 133
- 133
Property, plant and equipment 3 - 3
Cash and cash equivalents 154 - 154
Receivables 154 - 154
Payables (271) - (271)
Borrowings (25) - (25)
Corporation tax 7 - 7
Deferred tax - (33) (33)
122
Goodwill 1,355
Consideration payable 1,477
The cash outflow, net of cash acquired, at the date of acquisition was
£745,000. £118,000 of consideration was settled by the issue of loan notes
and £460,000 of deferred consideration is payable over a period of three
years, with £22,000 paid in the period to 30 June 2025. The deferred
consideration has not been discounted on the basis of materiality.
9. Related-party transactions
During the period the Company entered into the following transactions with its
subsidiary groups:
Signature Fabrics Holdings Limited
Aford Awards Group Holdings Limited £'000
£'000 ICA Group Limited
£'000
Loan note interest receivable
- 6 months to 30 June 2025 37 107 62
- 6 months to 30 June 2024 38 24 97
- For the year to 31 December 2024 (audited) 76 85 184
Management charge income receivable
- 6 months to 30 June 2025 10 18 12
- 6 months to 30 June 2024 10 18 12
- For the year to 31 December 2024 (audited) 20 35 25
Amount owed to the Company
- 30 June 2025 1,235 3,354 1,255
- 30 June 2024 1,235 789 2,248
- For the year to 31 December 2024 (audited) 1,235 3,384 1,864
The Company is under the control of its shareholders and not any one
individual party.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
. END IR DBGDCGBBDGUBRecent news on Ceps
See all newsREG - CEPS PLC - Half-Yearly Report
AnnouncementREG - CEPS PLC - Result of AGM
AnnouncementREG - CEPS PLC - Final Results
AnnouncementREG - CEPS PLC - Change of Adviser
AnnouncementREG - CEPS PLC - Third party loan and related party transaction
Announcement