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REG - Merit Group PLC - Interim Results

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RNS Number : 6917S  Merit Group PLC  08 November 2023

8 November 2023

 

 

Merit Group plc

 

("Merit", the "Company" or "the Group")

 

UNAUDITED INTERIM RESULTS TO 30 SEPTEMBER 2023

 

Merit Group plc (AIM: MRIT), the data and intelligence business, announces its
unaudited interim results for the half year ended 30 September 2023.

Financial Highlights

§ Accelerating revenue growth; Revenue from Continuing Operations of £9.9m
up 9.3% (H1 FY23: £9.1m) (1)

§ Adjusted EBITDA increased by 67% to £1.8m (H1 FY23: Adj EBITDA £1.1m)

§ Adjusted EBITDA margin increased by six percentage points from 12.1% to
18.5%

§ Net cash generated from continuing operating activities of £0.7m (H1 FY23:
£0.4m)

§ Return to profit before tax of £0.5m (H1 FY23: loss of £0.3m),
representing 1.47 pence per share.

§ Net Debt (2) of £2.5m as at 30 September 2023, (31 March 2023: £2.6m)
with total available debt facilities of £4.0m.

 

 Continuing Operations(1)
                           H1 FY24    H1 FY23
                           30 Sep 23  30 Sep 22 (1)  Change (6)

 Revenue                   £9.9m      £9.1m          9.3%
 Gross profit              £4.7m      £4.3m          10.7%
 Gross margin (3)          47.9%      47.4%
 Adjusted EBITDA (4)       £1.8m      £1.1m          66.6%
 Net margin (5)            18.5%      12.1%
 Profit/(loss) before tax  £0.5m      (£0.3m)
 Basic Earnings per share  1.47p      (1.82p)

 

 

1. Comparative figures for the six-month period to 30 September 2022 have been
restated to remove Discontinued Operations as outlined in Note 5.

2. Net debt comprises the aggregate of gross debt, excluding IFRS16 lease
liabilities, and cash and cash equivalents as outlined in Note 11.

3. Gross margin is Gross profit as a percentage of Revenue.

4. Adjusted EBITDA is calculated as earnings before interest, tax,
depreciation, amortisation of intangible assets, share-based payments and
non-recurring items.

5. Net margin is Adjusted EBITDA as a percentage of Revenue.

6. Year-on-year percentage change figures are calculated on unrounded numbers.

 

 

 

Operational Highlights

§ Expanded sales team in Merit Data & Technology now delivering new
customers underpinning accelerating growth; 13.3% revenue growth in H1 FY24
compared to 7.8% in the preceding half year.

§ Margin improvement program within Merit Data & Technology has already
delivered a six percentage point improvement in EBITDA margins to 19.5%.

§ Ongoing investment in AI initiatives, in which the business has a five-year
track record, is delivering both cost competitiveness and further margin
improvement opportunities.

§ Dods Political Intelligence has begun the acceleration of its revenue
growth, achieving 2.7%, up from 0.4% in the first half of last year.

§ With £3.5m of revenue Dods PI delivered an Adjusted EBITDA of £1.1m, up
20%, and an operating profit of £0.7m, up 175%, demonstrating its strong
operational gearing.

§ Group Adjusted EBIT was £0.9m in H1 FY24, up from a loss of £0.3m in H1
FY23.

 

David Beck, CEO of Merit Group plc, said;

"We are pleased to able to announce further progress and a very good set of
first half numbers, including a return to profit before tax. Despite
challenging economic conditions, the Group is accelerating its revenue growth
whilst also increasing its margins. Both operating businesses are working to
detailed growth plans which, when combined with their high levels of
subscription or recurring revenue and operational gearing, is helping to drive
profitability faster than revenue growth.

"The Group's deep technology skills and increasing use of AI to drive both new
revenue opportunities and operational efficiencies gives the Board further
confidence in the business' ability to build on the progress already
achieved."

 

Mark Smith, Chairman, commented;

 

"With the Group's restructuring complete the focus is now on growth and
driving shareholder value. Small listed companies do not always see their
value fully reflected in their share prices, the Board of Merit recognises
that it has a duty to all shareholders to maximise value."

 

 

For further information, please contact:

 

Merit Group plc

David Beck - CEO
                        020 7593 5500

Philip Machray - CFO

www.meritgroupplc.com (http://www.meritgroupplc.com)

 

 

Canaccord Genuity Limited (Nomad and Broker)

Bobbie Hilliam
                              020 7523 8150

Harry Pardoe

 

This announcement is released by Merit Group plc and contains inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
596/2014 ("MAR"), and is disclosed in accordance with the Group's obligations
under Article 17 of MAR. With the publication of this announcement, this
information is now considered to be in the public domain.

 

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055, this announcement is being made on behalf of the Group by
David Beck, Chief Executive Officer.

BUSINESS AND OPERATIONAL REVIEW

 

The Group had a very good first half and is benefitting from the restructuring
of both its operations and cost base achieved in the prior year.  Despite
challenging economic conditions, in the first half year the Group has
delivered revenue growth and an increase in Adjusted EBITDA from Continuing
Operations to £1.8m, compared to £1.1m in the prior year. Both operating
divisions, Merit Data & Technology (Merit D&T) and Dods Political
Intelligence (Dods) performed strongly.

 

The revenue growth in both operating businesses combined with cost
efficiencies has helped drive an Adjusted EBITDA margin improvement of six
percentage points in Merit D&T and four percentage points in Dods.

 

The Group has returned to a Profit before tax of £0.5m in the half year (H1
FY23: loss before tax of £0.3m), a significant improvement driven in part by
the reduction in depreciation of right-of-use assets following the successful
disposal of the Group's excess London office space at the end of the previous
financial year.

 

Merit Data & Technology

 

The Merit Data & Technology (Merit D&T) business has long-standing
customers that provide the business with high levels of recurring revenue. We
provide a range of data and intelligence products and services, as well as
data solutions to a loyal customer base. The business uses its proprietary
technology and AI skills to gather and enhance industry intelligence and
marketing data.

 

Merit D&T saw strong and accelerating revenue growth in the first half, up
13.3% to £6.4m from £5.6m in H1 FY23. Adjusted EBITDA of £1.2m in the first
half benefitted from the recovery in the Sterling/INR exchange rate and
compares to the £0.7m in the same period in the previous year.

 

The upgraded sales and marketing function within Merit D&T that was
recruited and expanded in FY23 is helping to generate new customers and new
revenue from existing customers across all areas of the business. The business
secured new clients in Pythian, Media 42, Hyve and ION, and has also secured
additional work from existing clients Jato, Lloyds List Intelligence and
Wilmington amongst others.

 

With the increasing acceptance of AI tools as a driver of business efficiency
Merit D&T is able to actively pursue new revenue opportunities from
customers seeking to implement AI solutions.  The business is also using
increasing amounts of AI within its own operations; reducing costs to make it
even more price competitive and to continue to deliver margin improvements.

 

Dods Political Intelligence

 

Dods is a provider of mission critical UK and European policy and political
data and intelligence to approximately 800 subscribers. Dods is the UK's
industry leader with an enviable reputation for the comprehensiveness of its
service and the quality of its analysis and consultancy. The business benefits
from subscription revenues from a large, diverse and loyal subscriber base of
blue-chip customers.

 

In the first half the Continuing Operations of Dods grew revenue by 2.7% to
£3.5m and made Adjusted EBITDA of £1.1m against £0.9m in the same period
last year. An adjusted EBITDA margin of 30.9% was flattered by the inclusion
of Other Operating Income (not included in revenue) from the provision of
transitional services to the businesses that were disposed of in November
2022. Those transitional services arrangements have largely come to an end and
will therefore not recur in the second half, a normalised first half margin
taking out the other operating income and associated costs would be circa 25%.

 

The increased focus on, and investment in, the Dods business to focus on
growth commenced with the recruitment of a new Director of Sales and Marketing
at the end of the first half. The newly restructured business now benefits
from a three year growth plan underpinned by new customer research and
investment in further product and service improvements. New customers in the
period include Drax, Thakeham Homes, The Royal College of Surgeons and the
German Animal Welfare Association.

 

Central

Central costs continue to be closely managed; despite some inflationary
pressures in the costs of professional fees and insurance, central costs
reduced by 8% year-on-year to £0.5m in the first half.

 

In contrast to prior years, the Group reports no non-recurring items in the
period, reflecting the substantial completion of the Group's restructuring.

 

Outlook

 

Despite challenging economic conditions, the Group is accelerating its revenue
growth whilst also increasing its margins. Both operating businesses are
delivering improved results by working to detailed growth plans which, when
combined with their high levels of subscription or recurring revenue,
maximises their natural operational gearing.

The Group's deep technology skills and increasing use of AI to drive both new
revenue opportunities and operational efficiencies gives the Board further
confidence in the business' ability to build on the progress already achieved.

 

David Beck

CEO

Merit Group plc
 

 

FINANCIAL REVIEW

 

On 30 November 2022, the Group completed the disposal of the Media, Events and
Training operations of its Dods segment (together, the "MET Operations") for a
cash consideration of £4.5 million to Political Holdings Limited.

 

On 12 January 2023, the Group completed the disposal of the trade and assets
of Le Trombinoscope SAS, the Paris-based activities of the Dods segment ("Le
Trombinoscope") to Trombimedia Limited for £0.1 million cash consideration.

 

As a consequence of the disposals, the activities of the MET Operations and Le
Trombinoscope have been classified as Discontinued Operations within the
Consolidated Income Statement and therefore excluded from the presentation of
items on a Continuing Operations basis in prior periods to provide a
like-for-like comparator.

 

Income Statement - Continuing Operations

 

The Group's revenue from Continuing Operations increased by 9.3% to £9.9m (H1
FY23: £9.1m).

 

Revenues from Merit Data and Technology (MD&T) were £0.8m higher than the
equivalent prior half year (H1 FY24: £6.4m compared to H1 FY23: £5.6m),
representing an increase of 13%. Dods revenues for the period increased by 3%
to £3.5m (H1 FY23: £3.4m).

 

Gross profit for the period increased to £4.7m compared to the prior period
(H1 FY23: £4.3m). Gross margin increased from 47% to 48%, driven by the
Group's improving revenue growth and operational gearing.

 

Adjusted EBITDA increased by £0.7m to £1.8m (H1 FY23: £1.1m) due to strong
revenue growth, operational gearing, and the net £0.2m benefit of
transitional services provided to the disposed MET business during the period.

 

The return to operating profit, from a loss of £0.6m in H1 FY23 to a profit
of £0.9m, reflects the increase in Adjusted EBITDA, a reduction in
depreciation following the disposal of the Shard lease in the prior year and
the lack of non-recurring charges. The Group's operating profit is stated
after a right-of-use assets charge of £0.4m (H1 FY23: £0.7m), an
amortisation on acquired intangibles under business combinations of £0.3m (H1
FY23: £0.3m), a charge for intangible assets amortisation of £0.1m (H1 FY23:
£0.2m) and a charge for depreciation of tangible assets of £0.1m (H1 FY23:
£0.3m).

 

The net finance expense for the year of £0.3m compares to a net finance
credit of £0.1m in H1 FY23, reflecting the increase in interest rates and the
impact of foreign exchange hedging.

 

The profit for the year from Continuing Operations, after a tax charge of
£0.2m (H1 FY23: £0.2m), amounted to £0.4m (H1 FY23: £0.4m loss).

 

 

Earnings and Dividends

 

Earnings per share (basic and diluted) from Continuing Operations in the
period were 1.47 pence (H1 FY23: loss of 1.82 pence, basic and diluted) and
were based on the profit for the period of £0.4m (H1 FY23: £0.4m loss) with
a weighted average number of shares in issue during the period of 23,956,124.

 

Adjusted earnings per share, both basic and diluted, from Continuing
Operations in the period were 3.16 pence (H1 FY23: loss of 0.49 pence) and
were based on the adjusted profit after tax for the period of £0.8m (H1 FY23:
loss of £0.1m).

 

Total Earnings per share, both basic and diluted, in the period were 1.47
pence (H1 FY23: loss of 4.17 pence) and were based on the profit after tax for
the period of £0.4m (H1 FY23: loss of £1.0m).

 

Whilst the Company's focus remains on maintaining financial flexibility and
repositioning the business for future growth, the Board is not proposing a
dividend (H1 FY23: £nil).

 

Going Concern

 

The Directors have considered the position and projections of the Group for
the purpose of assessing Going Concern and remain satisfied with the Group's
funding and liquidity position.

 

Statement of Financial Position

 

Assets

 

Non-current assets of £37.7m (31 March 2023: £37.7m) comprise goodwill of
£26.9m (31 March 2023: £26.9m), intangible assets of £7.6m (31 March 2023:
£7.9m), property, plant and equipment of £0.4m (31 March 2023: £0.3m), IFRS
16 rights-of-use assets of £2.2m (31 March 2023: £1.9m), investments of
£0.5m (31 March 2023: £0.4m) and deferred tax assets amounting to £0.5m (31
March 2023: £0.5m). Movements in the year reflect amortisation and
depreciation charges in the period offset by the addition of a new London
premises lease (£0.7m).

 

Current assets comprise Trade and other receivables of £5.5m (31 March 2023:
£5.5m) and cash balances.

 

The Group had a cash balance of £1.1m at the period end (31 March 2023:
£2.1m), reduced as the group actively manages the level of RCF drawing to
minimise interest costs. Net debt amounted to £2.5m at the period end (31
March 2023: £2.6m).

 

Total assets of the Group were £44.3m (31 March 2023: £45.3m).

 

 

Liabilities

 

Current liabilities of £9.7m (31 March 2023 £10.8m) comprise Trade and other
payables of £6.1m (31 March 2023: £6.6m), bank loans and borrowings of
£2.9m (31 March 2023: £3.4m), IFRS16 lease liabilities of £0.6m (31 March
2023: £0.7m) and defined benefit pension liabilities of £0.1m (31 March
2023: £0.1m).

 

Non-current liabilities of £2.5m (31 March 2023 £2.8m) comprise bank loans
and borrowings of £0.6m (31 March 2023: £1.3m), IFRS16 lease liabilities of
£1.6m (31 March 2023: £1.2m) and defined benefit pension liabilities of
£0.3m (31 March 2023: £0.2m).

 

Movement in the year primarily reflect the repayment of £1.2m of bank loans
and borrowings, the repayment of £0.5m of IFRS16 lease liabilities and the
addition of £0.7m of IFRS16 lease liabilities in respect of the new London
premises lease.

 

Capital and reserves

 

Total equity increased by £0.3m to £32.1m (31 March 2023: £31.8m),
reflecting the retained profit for the period.

 

Cash flows, liquidity and capital resources

 

Net cash generated by operations was an £0.8m inflow in the period by
comparison to an £0.0m in H1 FY23 (£0.6m from Continuing operations). After
tax, net cash used in operating activities amounted to £0.7m (H1 FY23:
outflow of £0.2m in total of which Continuing Operations generated £0.4m and
Discontinued Operations used £0.6m).

 

Investing activities, primarily related to the addition of IT equipment,
leasehold improvements within the new London premises and the internal
development of software amounted to £0.2m in the period, compared to £0.2m
in the prior period which was offset by £0.5m of proceeds from the disposal
of Associates.

 

Total financing outflows were £1.4m in the period (H1 FY23; £0.5m) as the
group significantly reduced gross bank debt.  This comprised £1.9m used in
the servicing of bank debt and interest and capital repayments on leases,
offset by the receipt of £0.5m in the period in respect of recoverable VAT
paid on the disposal of the Shard lease in the prior period.

 

Net debt amounted to £2.5m at the period end (31 March 2023: £2.6m).

 

At 30 September 2023, the Group had bank debt of £3.5m (31 March 2023:
£4.7m) comprising amounts owed on term loans and amounts drawn on a revolving
credit facility (RCF).

 

The Group had a term loan with £0.8m outstanding (31 March 2023: £0.9m)
taken out in July 2022 over a five-year period, with interest at 4.75% over
Bank of England interest rate. A further £1.2m (31 March 2023: £1.8m) was
outstanding on a £1.8m term loan taken out in March 2023 over an 18-month
period, to part-fund disposal of the Shard lease. This loan has the same
interest rates and covenants as the Group's existing term loan.

In addition, the Group had a £2.0m RCF facility available through to
September 2027, of which £1.5m was drawn at the period end (31 March;
£2.0m). Due to its revolving nature, this loan is all shown as due within one
year.

 

 

Phil Machray

Chief Financial Officer

Condensed consolidated income statement

For the half year ended 30 September 2023

                                                                                                                          Unaudited

                                                                                                        Unaudited         Half year ended   Audited

                                                                                                        Half year ended   30 Sept 2022      Year ended

 Continuing Operations((1))             Note                                                            30 Sept 2023      (restated((1)))   31 Mar 2023

                                                                                                        £'000             £'000             £'000

 Revenue                                                                       3                        9,899             9,055             18,585

 Cost of sales                                                                                          (5,154)           (4,767)           (10,033)

 Gross profit                                                                                           4,745             4,288             8,552

 Administrative expenses                                                                                (4,170)           (4,861)           (12,628)
 Other operating income                                                                                 293               -                 416
                                                                                                        868               (573)             (3,660)

 Operating profit/(loss) from Continuing Operations

 Memorandum:
                                                                               3                        1,829             1,098             2,652

 Adjusted EBITDA((2))
                                                                                                        (88)              (301)             (620)

 Depreciation of property, plant and equipment
 Depreciation of right-of-use assets                                                                    (406)             (661)             (1,313)
 Amortisation of intangible assets acquired through business combinations                               (294)             (294)             (587)
 Amortisation of software intangible assets                                                             (142)             (161)             (314)
 Adjusted EBIT((3))                                                                                     899               (319)             (182)
 Share-based payments                                                                                   (31)              (31)              (63)
 Non-recurring items                                                           4
          Loss on disposal of investments in Associates                                                 -                 -                 (303)
          Losses on disposal of Shard lease                                                             -                 -                 (2,927)
          People-related costs                                                                          -                 (150)             (123)
          Other non-recurring items                                                                     -                 (73)              (62)
                                                                                                        868               (573)             (3,660)

 Operating profit/(loss) from Continuing Operations
 Net finance credit/(expense)                                                                           (339)             68                (249)
 Share of profit of Associate                                                                           -                 252               252

 Profit/(loss) before tax from Continuing Operations                                                    529               (253)             (3,657)
                                                                                                        (176)             (182)             88

 Income tax (charge)/credit

                                                                                                        353               (435)             (3,569)

 Profit/(loss) for the period from Continuing Operations

 Loss/(profit) from Discontinued Operations                                                             -                 (564)             884
                                                                                                        353               (999)             (2,685)

 Profit/(loss) for the period

((1) ) Comparative figures for the half year ended 30 September 2022 have
been restated to reflect Continuing Operations only as outlined in Note 5.

((2)) Adjusted EBITDA is defined as the operating profit/(loss) after adding
back depreciation, amortisation, share-based payments, and non-recurring
items.

((3)) Adjusted EBIT is defined as the operating profit/(loss0 after adding
back share-based payments and non-recurring items.

 

Earnings per share (pence)

 Basic and Diluted           p per share  p per share  p per share
 Continuing Operations    6  1.47p        (1.82p)      (14.90p)
 Discontinued Operations  6  -            (2.35p)      3.69p

                          6  1.47p        (4.17p)      (11.21p)

 Basic total

 

The notes on pages 13 to 27 form part of these unaudited interim results.

Condensed consolidated statement of comprehensive income

For the half year ended 30 September 2023

 

 

 

                                                                         Unaudited         Unaudited         Audited

                                                                         Half year ended   Half year ended   Year ended

                                                                         30 Sept 2023       30 Sept 2022     31 Mar 2023

                                                                         £'000             £'000             £'000

 Profit/(loss) for the period                                            353               (999)             (2,685)

 Items that may be subsequently reclassified

 to Profit and loss:
 Foreign currency translation:

 Exchange differences on translation of foreign operations               2                 21                (27)

 Loss reclassified to profit and loss on disposal of foreign operations  -                 -                 (48)
                                                                         2                 21                (75)
 Remeasurement of defined benefits obligation                            (31)              36                45
 Other comprehensive income for the period                               (29)              57                (30)
 Total comprehensive profit/(loss) for the period                        324               (942)             (2,715)

 

The notes on pages 13 to 27 form part of these unaudited interim results.

Condensed consolidated statement of financial position

As at 30 September 2023

                                                                                                  Unaudited

                                                                                   Unaudited      30 Sept 2022   Audited

                                                                            Note   30 Sept 2023   (restated*)    31 Mar 2023

                                                                                   £'000          £'000          £'000

 Non-current assets

 Goodwill                                                                   8      26,919         27,642         26,919
 Intangible assets                                                          9      7,566          8,679          7,908
 Property, plant and equipment                                              10     381            1,673          341
 Right-of-use assets                                                               2,198          4,869          1,874
 Investments                                                                       474            997            450
 Deferred tax assets                                                               184            346            184
 Total non-current assets                                                          37,722         44,206         37,676
 Current assets
 Trade and other receivables                                                       5,503          4,102          5,502
 Loan receivable                                                                   -              140            -
 Cash and cash equivalents                                                         1,069          1,834          2,144
                                                                                   6,572          6,076          7,646
 Assets held for resale                                                            -              3,591          -
 Total current assets                                                              6,572          9,667          7,646
 Total assets                                                                      44,294         53,873         45,322

 Current liabilities
 Trade and other payables                                                          6,085          6,168          6,648
 Defined benefit pension obligation                                                77             84             76
 Bank loan/RCF                                                              11     2,910          2,200          3,373
 Lease liability                                                            11     597            1,640          678
 Liabilities directly associated with assets classified as held for resale         -              3,101          -
 Total current liabilities                                                         9,669          13,193         10,775
 Non-current liabilities
 Deferred tax liability                                                            -              -              -
 Pension obligation                                                                312            232            249
 Bank loan/RCF                                                              11     621            2,800          1,342
 Lease liability                                                            11     1,583          4,153          1,202
 Total non-current liabilities                                                     2,516          7,185          2,793
 Capital and reserves
 Issued capital                                                             12     6,708          6,708          6,708
 Share premium                                                                     1,067          1,067          1,067
 Retained profit/(loss)                                                            10,700         12,033         10,347
 Redemption reserve                                                                13,680         13,680         13,680
 Translation reserve                                                               (122)          (28)           (124)
 Other reserves                                                                    (28)           (6)            3
 Share option reserve                                                              104            41             73
 Total equity                                                                      32,109         33,495         31,754
 Total equity and liabilities                                                      44,294         53,873         45,322

 

* Comparative figures for the financial position as at 30 September 2022 have
been restated to present deferred tax assets within Non-current assets as
outlined in Note 16.

 

The notes on pages 13 to 27 form part of these unaudited interim results.

Condensed consolidated statement of changes in equity

For the half year ended 30 September 2023

                                                                        Share                   Capital                               Share        Total

                                                            Share       premium      Retained   redemption   Translation   Other      option       shareholders'

                                                             capital    reserve(1)   earnings   reserve(2)   reserve(3)    reserves   reserve(4)   funds

 Unaudited                                                  £'000       £'000        £'000      £'000        £'000         £'000      £'000        £'000

 At 1 April 2022                                            6,708       1,067        13,032     13,680       (49)          (42)       10           34,406
 Total comprehensive income:
    Loss for the six-month period to 30 September 2022      -           -            (999)      -            -                        -            (999)
    Currency translation differences                        -           -            -          -            21            -          -            21
    Remeasurement of defined benefits obligations           -           -            -          -            -             36         -            36

 Share-based payments                                       -           -            -          -            -             -          31           31

 At 30 September 2022                                       6,708       1,067        12,033     13,680       (28)          (6)        41           33,495

 Total comprehensive income:
    Loss for the six-month period to 31 March 2023          -           -            (1,686)    -            -                        -            (1,686)
    Currency translation differences                        -           -            -          -            (96)          -          -            (96)
    Remeasurement of defined benefits obligations           -           -            -          -            -             9          -            9

 Share-based payments                                       -           -            -          -            -             -          32           32

 At 31 March 2023                                           6,708       1,067        10,347     13,680       (124)         3          73           31,754

 Total comprehensive income:
    Profit for the six-month period to 30 September 2023    -           -            353        -            -                        -            353
    Currency translation differences                        -           -            -          -            2             -          -            2
    Remeasurement of defined benefits obligations           -           -            -          -            -             (31)       -            (31)

 Share-based payments                                       -           -            -          -            -             -          31           31

 At 30 September 2023                                       6,708       1,067        10,700     13,680       (122)         (28)       104          32,109

 

1    The share premium reserve represents the amount paid to the Company by
shareholders above the nominal value of shares issued.

2    The capital redemption reserve is a non-distributable reserve created
on cancellation of deferred shares.

3    The translation reserve comprises foreign currency translation
differences arising from the translation of financial statements of the
Group's foreign entities into Sterling.

4    The share option reserve represents the cumulative expense recognised
in relation to equity-settled share-based payments.

 

The notes on pages 13 to 27 form part of these unaudited interim results.

Condensed consolidated statement of cash flows

For the half year ended 30 September 2023

 

 

                                                                Unaudited         Unaudited         Audited

                                                                Half year ended   Half year ended   Year ended

                                                         Note   30 Sept 2023      30 Sept 2022      31 Mar 2023

                                                                £'000             £'000             £'000

 Cash generated by operations                            7      836               6                 1,325
 Taxation paid                                                  (181)             (163)             (429)
 Net cash (used in)/generated from operating activities         655               (157)             896
 Cash flows from investing activities
 Interest and similar income received                           18                40                77
 Additions to intangible assets                                 (94)              (108)             (175)
 Additions to property, plant and equipment                     (128)             (132)             (69)
 Acquisition of investments                                     (24)              -                 -
 Proceeds from disposal of Associates                           -                 410               654
 Proceeds on disposal of operations                             -                 -                 3,846
 Repayment of long-term loan by Associate                       -                 70                210
 Net cash raised/(used) in investing activities                 (228)             280               4,543

 Cash flows from financing activities
 Interest and similar expenses paid                             (215)             (153)             (378)
 Payment of lease liabilities                                   (494)             (967)             (1,901)
 Payment on disposal of lease liabilities                       462               -                 (3,683)
 Net drawdowns/(repayments) of bank facility                    (1,184)           622               337
 Net cash raised/(used) in financing activities                 (1,431)           (498)             (5,625)
 Net decrease in cash and cash equivalents                      (1,004)           (375)             (186)
 Opening cash and cash equivalents                              2,144             2,321             2,321
 Effect of exchange rate fluctuations on cash held              (71)              (112)             9
 Closing cash at bank                                           1,069             1,834             2,144

 Comprised of:
 Cash and cash equivalents                                      1,069             1,834             2,144
 Closing cash at bank                                           1,069             1,834             2,144

 

The notes on pages 13 to 27 form part of these unaudited interim results.

 

 

 

1.    General information

 

Nature of operations

The principal activities of Merit Group plc and its subsidiaries (the "Group")
is the creation and aggregation of high-quality data and intelligence
information and the provision of data technology services.

 

The Group operates primarily in the UK, Europe and India.

 

Merit Group plc is a Company incorporated in England and Wales and listed on
the Alternative Investment Market (AIM) in London.  The registered office of
the Company and head office of the Group is 9(th) Floor, The Shard, 32 London
Bridge Street, London SE1 9SG.

 

Basis of preparation

This condensed set of financial statements has been prepared in accordance
with IAS 34 Interim Financial Reporting as adopted by the UK. The annual
financial statements of the Group are prepared in accordance with
International Financial Reporting Standards (IFRSs) in conformity with the
requirements of the Companies Act 2006.  As required by AIM Rules, the
condensed set of financial statements has been prepared applying accounting
policies and presentation that were applied in the preparation of the Group's
published consolidated financial statements for the year ended 31 March 2023.

 

The condensed consolidated financial statements are neither audited in
accordance with International Standards on Auditing (UK) nor subject to review
as per International Standard on Review Engagements (ISRE) 2410.  The
comparative figures for the year ended 31 March 2023 have been extracted from
the Group's statutory accounts for that financial period. Those accounts have
been reported on by the Company's auditor and delivered to the registrar of
companies.  The report of the auditor was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498(2) or (3) of the Companies Act 2006.

 

Going concern

The Directors have considered the financial projections of the Group,
including cash flow forecasts and the availability of committed bank
facilities for the coming 12 months. They are satisfied that the Group has
adequate resources for the foreseeable future and that it is appropriate to
continue to adopt the going concern basis in preparing these interim financial
statements.

 

Approval date

The condensed set of interim financial statements have been prepared on a
going concern basis and were approved by the Board on 7 November 2023.

 

2.    Critical accounting estimates and judgements

 

When preparing financial statements, the Group makes estimates and judgements
concerning the future.  These estimates and judgements are typically based on
historical experience and expectations of future events that are believed to
be reasonable at the time.  In the future, by definition, actual events and
experience may deviate from these estimates and judgements.

 

 

The Directors considered the critical accounting judgements and estimates
applied in the condensed consolidated financial statements were the same as
those applied in the Group's last statutory accounts for the year ended 31
March 2023.

 

 

 

3.    Segmental information

 

Business segments

The Group considers that it has two operating business segments, Merit Data
& Technology (MD&T) and Dods, plus a (non-revenue generating) central
corporate segment.

 

The Merit Data & Technology business segment focuses on the provision of
data and intelligence, including marketing data, and the provision of
data-related technology, including data engineering, machine learning,
software development, and technology resourcing.

 

The Dods business segment concentrates on the provision of key information and
insights into the political and public policy environments around the UK and
the European Union.

 

The central corporate segment contains the activities and costs associated
with the Group's head office and PLC listing.

 

The following table provides an analysis of the Group's segment revenue by
business segment.

                                                  Unaudited

                              Unaudited           Half year ended   Audited

                               Half year ended    30 Sept 2022      Year ended

 Continuing Operations((1))   30 Sept 2023        (restated((1)))   31 Mar 2023

                               £'000              £'000             £'000

 Merit Data & Technology      6,376               5,626             11,644

 Dods                         3,523               3,429             6,941

                              9,899               9,055             18,585

 

No client accounted for more than 10 percent of total revenue.

 

                                                  Unaudited

 Group Revenue by stream      Unaudited           Half year ended   Audited

                               Half year ended    30 Sep 2022       Year ended

 Continuing Operations((1))   30 Sep 2023         (restated((1)))   31 Mar 2023

                              £'000               £'000             £'000

 Data and Intelligence        3,414               2,981             6,743
 Data Technology              2,962               2,645             4,901
 Political Intelligence       3,523               3,429             6,941
                              9,899               9,055             18,585

 

(1) Prior periods have been restated to present Continuing Operations only as
outlined in Note 5.

 

 Unaudited half year ended 30 Sep 2023                                     MD&T       Dods     Central   Total

 Business segment profit before tax                                        30 Sep     30 Sep   30 Sep    30 Sep

                                                                           2023       2023     2023      2023

 Continuing Operations                                                     £'000      £'000    £'000     £'000

 Adjusted EBITDA                                                           1,241      1,087    (499)     1,829

 Depreciation of property, plant and equipment                             (55)       (33)     -         (88)
 Depreciation of right-of-use assets                                       (260)      (146)    -         (406)
 Amortisation of intangible assets acquired through business combinations  (255)      (39)     -         (294)
 Amortisation of software intangible assets                                -          (142)    -         (142)
 Share based payments                                                      -          -        (31)      (31)
 Operating profit/(loss)                                                   671        727      (530)     868
 Net finance income/(expense)                                              (80)       (45)     (214)     (339)
 Profit/(loss) before tax from Continuing Operations                       591        682      (744)     529

 

 

 

 Unaudited half year ended 30 Sep 2022                                                Dods                        Total

 Business segment profit before tax                                        MD&T       30 Sep            Central   30 Sep

                                                                           30 Sep     2022              30 Sep    2022

 Continuing Operations((1))                                                2022       (restated((1)))   2022      (restated((1)))

                                                                           £'000      £'000             £'000     £'000

 Adjusted EBITDA                                                           733        907               (542)     1,098

 Depreciation of property, plant and equipment                             (140)      (161)             -         (301)
 Depreciation of right-of-use assets                                       (281)      (211)             (169)     (661)
 Amortisation of intangible assets acquired through business combinations  (255)      (39)              -         (294)
 Amortisation of software intangible assets                                -          (161)             -         (161)
 Share based payments                                                      -          -                 (31)      (31)
 Non-recurring items
          People-related costs                                             (34)       (23)              (93)      (150)
          Other non-recurring items                                        -          (48)              (25)      (73)

 Operating profit/(loss)                                                   23         264               (860)     (573)
 Net finance income/(expense)                                              45         11                12        68
 Share of profit of Associate                                              -          -                 252       252
 Profit/(loss) before tax from Continuing Operations                       68         275               (596)     (253)

 

(1) Prior periods have been restated to present Continuing Operations only as
outlined in Note 5.

 

 

 Audited year ended 31 Mar 2023                                            MD&T       Dods     Central   Total

 Business segment profit before tax                                        31 Mar     31 Mar   31 Mar    31 Mar

                                                                           2023       2023     2023      2023

 Continuing Operations                                                     £'000      £'000    £'000     £'000

 Adjusted EBITDA                                                           1,809      1,838    (995)     2,652

 Depreciation of property, plant and equipment                             (252)      (368)    -         (620)
 Depreciation of right-of-use assets                                       (552)      (517)    (244)     (1,313)
 Amortisation of intangible assets acquired through business combinations  (510)      (77)     -         (587)
 Amortisation of software intangible assets                                -          (314)    -         (314)
 Share based payments                                                      -          -        (63)      (63)
 Non-recurring items
          Profits and losses on disposals                                  -          -        (3.230)   (3,230)
          People-related costs                                             (35)       10       (98)      (123)
          Other non-recurring items                                        -          -        (62)      (62)

 Operating profit/(loss)                                                   460        572      (4,692)   (3,660)
 Net finance income/(expense)                                              83         (226)    (106)     (249)
 Share of profit of Associate                                              -          -        252       252
 Profit/(loss) before tax from Continuing Operations                       543        346      (4,546)   (3,657)

 

 

 

 

4.    Non-recurring items

                                                                             Unaudited

                                                         Unaudited           Half year ended   Audited

                                                          Half year ended    30 Sep 2022       Year ended

                                                         30 Sep 2023         (restated((1)))   31 Mar 2023

 Continuing Operations((1))                              £'000               £'000             £'000

 Transaction-related non-recurring items:
       Loss on disposal of investments in Associates     -                   -                 (303)
       Loss on disposal of Shard lease                   -                   -                 (2,927)
 Profits and losses on disposals                         -                   -                 (3,230)
 People-related costs                                    -                   (150)             (123)

 Other:
 - Professional services and consultancy                 -                   (73)              (62)

                                                         -                   (223)             (3,415)

 

(1) Prior periods have been restated to present Continuing Operations only as
outlined in Note 5.

 

People-related costs incurred in prior periods include deferred cash
consideration on the acquisition of Meritgroup Limited. Also included are
redundancy costs reflecting the effect of Group initiatives to appropriately
restructure the business.

 

Other non-recurring costs incurred in prior periods relate to one-off
consultancy and professional fees associated with the rental review of the
London premises.

 

 

5.    Disposal

 

On 30 November 2022, the Group completed the disposal of the Media, Events and
Training operations of its Dods segment (together, the "MET Operations") for a
cash consideration of £4.5 million to Political Holdings Limited. These
activities were treated as Discontinued Operations within the unaudited
interim results for the period to 30 September 2022, as reported on 1 December
2022.

 

On 12 January 2023, the Group completed the disposal of the trade and assets
of Le Trombinoscope SAS, the Paris-based activities of the Dods segment ("Le
Trombinoscope"), to Trombimedia Limited for £0.1 million cash consideration.
These activities are also treated as Discontinued Operations.

 

The activities of the MET Operations and Le Trombinoscope have been classified
as Discontinued Operations within the Consolidated income statement and
therefore excluded from the presentation of items on a Continuing Operations
basis. The unaudited half year for the period to 30 September 2022, which
included 6 months of both MET operations and Le Trombinoscope, was previously
presented to exclude the MET Operations as Discontinued. It has now been
further restated to also exclude Le Trombinoscope as Discontinued Operations.

 

The results of the Discontinued Operation for the year ended 31 March 2023,
which include the results of the MET operations for 8 months and Le
Trombinoscope for 9.5 months, are unchanged from previously reported on 6
September 2023.

 

The results of the Discontinued Operations are as follows:

                                                                                             Unaudited

                                                                           Unaudited         Half year ended   Audited

                                                                           Half year ended   30 Sept 2022      Year ended

 Discontinued Operations                                                   30 Sept 2023      (restated*)       31 Mar 2023

                                                                           £'000             £'000             £'000

 Revenue                                                                   -                 4,944             6,913

 Cost of sales                                                             -                 (4,154)           (5,861)

                                                                           -

 Gross profit                                                                                790               1,052

 Administrative expenses                                                   -                 (1,325)           (1,450)
                                                                           -                 (535)             (398)

 Operating loss

 Memorandum:
                                                                           -                 (287)             (69)

 Adjusted EBITDA
                                                                           -                 (45)              (58)

 Depreciation of property, plant and equipment
 Depreciation of right-of-use assets                                       -                 (19)              (25)
 Amortisation of intangible assets acquired through business combinations  -                 (137)             (183)
 Amortisation of software intangible assets                                -                 (2)               (8)
 Non-recurring items: people-related costs                                 -                 (45)              (55)
                                                                           -                 (535)             (398)

 Operating loss

 Net finance expense                                                       -                 (29)              (66)
 Loss before tax                                                           -                 (564)             (464)
                                                                           -                 -                 58

 Income tax credit

                                                                           -                 (564)             (406)

 Loss for the period from Discontinued Operations

                                                                           -                 -                 1,290

 Profit on disposal of Discontinued Operations after tax

                                                                           -                 (564)             884

 (Loss)/Profit from Discontinued Operations for the period

* Comparative figures for the half year ended 30 September 2022 have been
restated to remove Discontinued Operations as above.

 

 

Cashflows generated by the Discontinued Operation for the period were as
follows:

                                                                                                Unaudited

                                                                              Unaudited         Half year ended   Audited

                                                                              Half year ended   30 Sept 2022      Year ended

 Discontinued Operations                                                      30 Sept 2023      (restated*)       31 Mar 2023

                                                                              £'000             £'000             £'000

 Net cash (outflow) from operating activities                                 -                 (594)             (1,621)

 Net cash (outflow)/inflow from investing activities                          -                 (2)               3,846

 Net cash (outflow) from financing activities                                 -                 (48)              (95)

                                                                              -                 (644)             2,130

 Net increase/(decrease) in cash, cash equivalents and bank overdrafts from
 Discontinued Operations

* Comparative figures for the half year ended 30 September 2022 have been
restated as above.

 

 

6.   Earnings per share

                                                                                                    Unaudited

                                                                                Unaudited           Half year ended   Audited

                                                                                 Half year ended    30 Sep 2022       Year ended

                                                                                30 Sep 2023         (restated((1)))   31 Mar 2023

 Continuing Operations((1))                                                     £'000               £'000             £'000

 Profit/(loss) attributable to shareholders                                     353                 (435)             (3,569)

 Add: non-recurring items                                                       -                   223               3,415

 Add: amortisation of intangible assets acquired through business combinations  294                 294               587

 Add: net exchange losses/(gains)                                               79                  (230)             (297)

 Add: share-based payment (credit)/expense                                      31                  31                63

 Adjusted post-tax profit/(loss) from Continuing Operations attributable to     757                 (117)             199
 shareholders

 

(1) Comparative figures for the half year ended 30 September 2022 have been
restated to present Continuing Operations only as outlined in Note 5.

 

 

                                                                                                    Unaudited

                                                                                Unaudited           Half year ended   Audited

                                                                                 Half year ended    30 Sep 2022       Year ended

                                                                                30 Sep 2023         (restated*)       31 Mar 2023

 Discontinued Operations                                                        £'000               £'000             £'000

 (Loss)/profit attributable to shareholders                                     -                   (564)             884

 Add: non-recurring items                                                       -                   45                (2,019)

 Add: amortisation of intangible assets acquired through business combinations  -                   137               183

 Adjusted post-tax profit/(loss) from Discontinued Operations attributable to   -                   (382)             (952)
 shareholders

* Comparative figures for the half year ended 30 September 2022 have been
restated as outlined in Note 5.

 

 

                                       Unaudited           Unaudited         Audited

                                        Half year ended    Half year ended   Year ended

                                       30 Sept 2023        30 Sept 2022      31 Mar 2023

                                       Ordinary shares     Ordinary shares   Ordinary shares

 Weighted average number of shares

 In issue during the period - basic    23,956,124          23,956,124        23,956,124

 Adjustment for share options          -                   -                 -

 In issue during the period - diluted  23,956,124          23,956,124        23,956,124

 

Performance Share Plan (PSP) options over 1,420,791 Ordinary shares have not
been included in the calculation of diluted EPS for any of the above dates
because their exercise is contingent on the satisfaction of certain criteria
that had not been met at those dates.

 

 

 

                                                                      Unaudited

                              Unaudited                               Half year ended   Audited

                               Half year ended                        30 Sep 2022       Year ended

                              30 Sep 2023                             (restated((1)))   31 Mar 2023

 Continuing Operations((1))   Pence per share                         Pence per share   Pence per share

 Earnings per share - Continuing Operations

 Basic                                                    1.47        (1.82)            (14.90)
 Diluted                                                  1.47        (1.82)            (14.90)
 Adjusted earnings per share - Continuing Operations

 Basic                                                    3.16        (0.49)            0.83
 Diluted                                                  3.16        (0.49)            0.83

 

(1) Comparative figures for the half year ended 30 September 2022 have been
restated to present Continuing Operations only as outlined in Note 5.

 

 

                                                                            Unaudited

                           Unaudited                                        Half year ended   Audited

 Discontinued Operations    Half year ended                                 30 Sep 2022       Year ended

                           30 Sep 2023                                      (restated*)       31 Mar 2023

                           Pence per share                                  Pence per share   Pence per share

 Earnings per share - Discontinued Operations
 Basic                                                             -        (2.35)            3.69
 Diluted                                                           -        (2.35)            3.69
 Adjusted earnings per share - Discontinued Operations

 Basic                                                             -        (1.59)            (3.97)
 Diluted                                                           -        (1.59)            (3.97)

* Comparative figures for the half year ended 30 September 2022 have been
restated as outlined in Note 5.

 

 

 

                              Unaudited           Unaudited         Audited

                               Half year ended    Half year ended   Year ended

                              30 Sep 2023         30 Sep 2022       31 Mar 2023

 TOTAL                        Pence per share     Pence per share   Pence per share

 Earnings per share
 Basic                        1.47                (4.17)            (11.21)
 Diluted                      1.47                (4.17)            (11.21)
 Adjusted earnings per share

 Basic                        3.16                (2.08)            (3.14)
 Diluted                      3.16                (2.08)            (3.14)

 

 

 

7.   Cash generated by operations

 

                                                                                Unaudited         Unaudited         Audited

                                                                                Half year ended   Half year ended   Year ended

                                                                                30 Sept 2023      30 Sept 2022      31 Mar 2023

                                                                                £'000             £'000             £'000

 Cash flows from operating activities
 Profit/(loss) for the period                                                   353               (999)             (2,685)
 Depreciation of property, plant and equipment                                  88                346               678
 Depreciation of right-of-use assets                                            406               680               1,338
 Amortisation of intangible assets acquired through business combinations       294               431               770
 Amortisation of other intangible assets                                        142               163               322
 Share-based payments charge/(credit)                                           31                31                63
 Share of profit of Associate                                                   -                 (252)             (252)
 Lease interest expense                                                         64                161               298
 Profit on disposal of operations (before tax)                                  -                 -                 (2,074)
 Loss on disposal of IFRS16 finance lease                                       -                 -                 2,927
 Loss on disposal and impairment of investments in associates                   -                 -                 303
 Interest income                                                                (18)              (40)              (77)
 Interest expense                                                               215               153               378
 Foreign exchange on operating items                                            4                 24                1
 Income tax charge/(credit)                                                     176               182               638
 Operating cash flows before movement in working capital                        1,755             880               2,628
 (Increase)/decrease in inventories                                                               14                (16)
 (Increase)/decrease in trade and other receivables                             (463)             (422)             (1,520)
 Decrease in trade and other payables                                           (456)             (466)             233
                                                                                836               6                 1,325

 Cash generated by operations

 

 

 

 

8.   Goodwill

                                         Unaudited         Unaudited         Audited

                                         Half year ended   Half year ended   Year ended

                                         30 Sep 2023       30 Sep 2022       31 Mar 2023

                                         £'000             £'000             £'000

 Cost and net book value

 Opening balance                         26,919            28,911            28,911
 Disposals in the year                   -                 -                 (1,992)
 Reclassified as assets held for resale  -                 (1,269)           -
 Closing balance                         26,919            27,642            26,919

 

 

 

9.   Intangible assets

 

                                         Assets acquired               Under

                                         through business              Construction

                                         combinations       Software   Capitalised costs   Total
                                         £'000              £'000      £'000               £'000

 Cost

 At 1 April 2022                                                       -                   34,116

                                         28,042             6,074
 Transferred from tangible fixed assets  -                  -          70                  70

 Additions - internally generated        -                  101        74                  175

 Disposals                               (16,833)           (3,999)    -                   (20,832)
                                         11,209             2,176      144                 13,529

 At 31 March 2023

 Additions - internally generated        -                  -          94                  94
 At 30 September 2023                    11,209             2,176      238                 13,623

 

 Accumulated amortisation

 At 1 April 2023           20,145    4,145    -  24,290

 Charge for the year       770       322      -  1,092
 Disposals                 (15,825)  (3,936)  -  (19,761)

                           5,090     531      -  5,621

 At 31 March 2023

 Charge for the period     294       142      -  436

 At 30 September 2023      5,384     673      -  6,057

 

 Net book value

 At 31 March 2022 - audited        7,897  1,929  -    9,826

 At 31 March 2023 - audited        6,119  1,645  144  7,908

 At 30 September 2023 - unaudited  5,825  1,503  238  7,566

 

 

 

10. Property, plant and equipment

                                                          IT Equipment

                                           Leasehold      and Fixtures

                                           Improvements   and Fittings   Total

                                           £'000          £'000          £'000

 Cost

 At 1 April 2022                           2,037          2,521          4,558

 Transferred to tangible fixed assets      -              (70)           (70)

 Additions                                 -              69             69

 Foreign exchange differences              -              (1)            (1)

 Disposals                                 (2,037)        (1,070)        (3,107)
                                           -              1,449          1,449

 At 31 March 2023

 Additions                                 21             107            128

 At 30 September 2023                      21             1,556          1,577

 

 Accumulated depreciation

 At 1 April 2022               1,128    1,623  2,751

 Charge for the year           209      469    678

 Disposals                     (1,337)  (984)  (2,321)
                               -        1,108  1,108

 At 31 March 2023

 Charge for the period         2        86     88
 At 30 September 2023          2        1,194  1,196

 

 Net book value

 At 31 March 2022 - audited            909  898  1,807

 At 31 March 2023 - audited            -    341  341

 At 30 September 2023 - unaudited      19   362  381

 

 

 

11. Net debt

 

Net debt comprises the aggregate of loans and borrowings, excluding IFRS16
lease liabilities, and cash and cash equivalents, as follows:

 

                                         Unaudited           Unaudited         Audited

                                          Half year ended    Half year ended   Year ended

                                         30 Sep 2023         30 Sep 2022       31 Mar 2023

                                         £'000               £'000             £'000

 Bank loan / RCF due within one year     2,910               2,200             3,373
 Bank loan due after more than one year  621                 2,800             1,342
                                         3,531               5,000             4,715
 Cash and cash equivalents               (1,069)             (1,834)           (2,144)
 Net Debt                                2,462               3,166             2,571

 

 

Interest-bearing loans and borrowings

 

On 22 July 2022, the Company agreed new secured loan facilities with Barclays
which include:

 

§ Term Loan: a £3 million, five-year term loan, amortising on a
straight-line basis at £150,000 per quarter;

§ RCF: a £2 million non-amortising, revolving credit facility for the
five-year duration of the Term Loan;

§ Both the Term Loan and RCF accruing interest at 4.75% above Bank of England
base rate.

 

On 1 December 2022, the Company repaid and cancelled £2 million of the Term
Loan following receipt of the proceeds of disposals.

 

On 22 March 2023, the Company secured a further £1.8 million 18-month Term
Loan, amortising on a straight-line basis at £300,000 per quarter, in order
to fund the disposal of the Company's Shard lease.

 

 

12. Leases

 

                              Right-of-use  Lease

                              assets        liabilities

                              £'000         £'000
 As at 1 April 2022           5,660         (6,721)

 Depreciation                 (1,338)       -
 Lease Interest               -             (298)
 Lease payments(1)            -             1,897
 Disposal                     (2,448)       3,242
 As at 31 March 2023          1,874         (1,880)
 Addition                     730           (730)
 Depreciation                 (406)         -
 Lease Interest               -             (64)
 Lease payments(1)            -             494
 As at 30 September 2023      2,198         (2,180)

 Current                                    (597)

 Non-current                                (1,583)

 

The Consolidated income statement includes the following amounts relating to
leases:

                         Unaudited                                 Unaudited         Audited

                          Half year ended                          Half year ended   Year ended

                         30 Sep 2023                               30 Sep 2022       31 Mar 2023

                         £'000                                     £'000             £'000

 Depreciation charge of right-of-use assets      406      680                        1,338

 Interest expense (included in finance cost)     64       161                        298

 

The right-of-use assets relate to office space in four locations and at the
balance sheet date have remaining terms ranging up to 7 years.

There were £nil of expenses relating to diminutive payments not included in
the measurement of lease liabilities (H1 FY23: £nil).

Lease liabilities includes liabilities in respect of IT equipment with a cost
of £77,000 (31 March 2023: £77,000). These assets are capitalised within IT
equipment (see Note 10).

 

 

13. Issued Share Capital

                                               28p ordinary

                                               shares        Total

                                               Number        £'000
 Issued share capital as at 30 September 2022  23,956,124    6,708

 Issued share capital as at 31 March 2023      23,956,124    6,708

 Issued share capital as at30 September 2023   23,956,124    6,708

 

 

14. Related party transactions

 

MET operations

The disposal of the MET Operations on 30 November 2022 was to Political
Holdings Limited. Political Holdings Limited is considered a related party as
it is controlled by Lord Ashcroft KCMG PC, a substantial shareholder in the
Company and Angela Entwistle, a non-executive director of the Company, is a
director of Political Holdings Limited.

As part of the disposal of the MET Operations, the Group agreed to provide
transitional services to the Political Holdings Limited group of companies
covering areas such as occupancy, IT systems and support and finance and
accounting services. In total, the group charged £293,364 for these services
during the period (H1 FY23: £nil), which has been recognised as Other
Operating Income within the Income Statement. At 30 September 2023, a balance
of £14,563 (31 March 2023: £145,991) was outstanding in respect of invoicing
for these services.

Since its acquisition of the MET operations, the Political Holdings Limited
group has been a customer of MD&T and was billed £56,476 (H1 FY23: £nil)
during the period for marketing and data services. At 30 September 2023, there
was a balance of £30,688 (31 March 2023: £16,094) due.

Further, as part of the disposal, the Group has continued to act as agent for
the Political Holdings Limited group, invoicing customers, collecting book
debts and paying for services under contracts which were pending legal
novation to Political Holdings Limited group companies.  During the period,
revenue of £887,393 (H1 FY23: £nil) was invoiced, cash of £1,968,961 (H1
FY23: £nil) was collected and payments for purchases and payroll amounting to
£769,009 (H1 FY23: £nil) were made by the Group on behalf of Political
Holdings Limited group companies. None of these revenues or costs, all of
which arises post disposal are recognised within the Income Statement of the
Group. At 30 September 2023, £38,957 (31 March 2023: £233,053) of funds were
held on trust for Political Holdings Limited group companies.

 

Investments and Associates

During the period, the Group billed £125,800 (H1 FY23: £131,000) for
technology services to Acolyte Resource Group Limited, a company in which the
Group had a 13.5% investment, and of which Cornelius Conlon is a Director. At
30 September 2023, there was a balance of £78,400 (31 March 2023: £64,000)
due.

 

Meritgroup Limited acquisition

On acquisition of Meritgroup Limited, an arm's length non-repairing 7-year
lease was entered into between a Merit subsidiary (Letrim Intelligence
Services Private Limited) and Merit Software Services Private Limited.
Cornelius Conlon, a Director of the Group, is the beneficial owner of Merit
Software Services Private Limited. The lease relates to the Chennai office of
MD&T. During the period, payments of £366,800 (H1 FY23: £400,900) were
made to Merit Software Services Private Limited in relation to the lease and
other property-related costs.

 

Other related party transactions

During the current and previous period, Deacon Street Partners Limited, a
company related by virtue of Angela Entwistle, a Director of the Company also
being a Director, invoiced £15,000 (H1 FY23: £15,000) to the Company for the
services of Angela Entwistle as a Non-Executive Director. At 30 September 2023
the balance outstanding was £2,500 (31 March 2023: £2,500).

 

System1 Group plc, a company related by virtue of Philip Machray, a Director
of the Company also being a Director, is a customer of MD&T and was billed
£76,700 (H1 FY23: £55,900) for Technology Resourcing Services. At 30
September 2023 the balance outstanding was £12,100 (31 March 2023: £44,400).

 

15. Subsequent events

 

On 20 October 2023, the Group received £450,000 from Political Holdings
Limited, being the deferred consideration receivable on the disposal of the
MET Operations on 30 November 2022.

 

 

 

16. Prior period restatement

 

The consolidated statement of financial position for the period ended 30
September 2022 has been restated to correctly classify deferred tax assets of
£346,000 as non-current assets. These were previously included within Current
assets as part of Trade and other receivables.

The reclassification has no impact on Total assets, Total equity and
liabilities or Capital and reserves as at the 30 September 2022, nor the
Comprehensive income for the period ended 30 September 2022.

The impact of the reclassification on items within the Consolidated statement
of financial position is as follows:

 

 At 30 September 2022      As previously  Change   As restated

                           reported       £,000    £'000

                           £'000
 Total non-current assets  43,860         346      44,206
                           6,422          (346)    6,076

 Current assets
 Assets held for resale    3,591          -        3,591
 Total current assets      10,013         (346)    9,667
                           53,873         -        53,873

 Total assets

 

 

 

 

 

 

 

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