RNS Number : 3296A
Mission Group PLC (The)
23 September 2025
23 September 2025
THE MISSION GROUP plc
("MISSION", "the Group")
INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2025
Performance in line with Board expectations
Management actions driving strong headline operating profit and margin improvement
Good start to H2 supports FY outlook amid tough trading backdrop
MISSION Group plc (AIM: TMG), creator of Work That CountsTM, comprising a group of digital marketing and communications Agencies, is pleased to announce its interim results for the six months ended 30 June 2025 (the "Period" or "H1").
David Morgan, MISSION's Non-Executive Chair, commented:
"The completion of our Value Restoration Plan in the prior year and the proactive actions taken in early 2025 to refocus the Group around a more agile and leaner operational structure, positioned MISSION to deliver a resilient first half performance.
Whilst the market remains challenging and we are seeing some delays in Client approval processes, we have started H2 with a number of notable new business wins and a strong, high-quality new business pipeline which underpins our confidence in the outlook for the full year.
In John Carey we have a new and highly experienced CEO who is already bringing his extensive experience to bear across the business. We look forward to his contribution as we continue to deliver against our long-term plans to create value for all our stakeholders."
FINANCIAL HIGHLIGHTS
·
H1 performance in line with Board expectations.
·
Successful Q1operational restructuring alongside the completion of the Group's Value Restoration Plan in 2024 underpinned a sustained recovery in headline operating profit and margin improvement in H1, despite achallenging trading environment.
Six months ended 30 June 2025
H1 2025 £m
H1 2024 £m
change
Continuing operations**
· REVENUE (OPERATING INCOME)*
33.7
35.3
-4%
· HEADLINE OPERATING PROFIT*
2.2
1.9
+15%
· HEADLINE PROFIT MARGINS
6.5%
5.4%
+1.1pts
· HEADLINE PROFIT BEFORE TAX*
1.1
0.6
+97%
· REPORTED LOSS BEFORE TAX
(1.1)
(0.5)
· HEADLINE EARNINGS PER SHARE*
0.9
0.6
+50%
· HEADLINE DILUTED EARNINGS PER SHARE*
0.9
0.6
+50%
Total operations
· REVENUE (OPERATING INCOME)*
34.1
42.2
-19%
· HEADLINE OPERATING PROFIT*
2.2
2.6
-17%
· HEADLINE PROFIT MARGINS
6.4%
6.2%
+0.2pts
· HEADLINE PROFIT BEFORE TAX*
1.1
1.3
-13%
· REPORTED LOSS BEFORE TAX
(£4.0m)
£0.0m
· HEADLINE EARNINGS PER SHARE*
0.9
1.0
-10%
· HEADLINE DILUTED EARNINGS PER SHARE*
0.9
1.0
-10%
· NET BANK DEBT
13.7
19.6
-30%
·
Net bank debt of £13.7m following completion of restructure and simplification programme and settlement of outstanding acquisition obligations.
·
As a result of this, total debt*** closed at £16.2m as at 30 June 2025 (£24.0m as at 30 June 2024) (£14.2m as at 31 December 2023).
·
Successful long-term refinancing of the Group's debt facilities with long standing lender NatWest.
*Headline results are calculated before start-up costs, acquisition adjustments, goodwill and business impairment, bank refinancing, equity placing and restructuring costs.
** Continuing operations in 2025 and 2024 exclude the Group's 70% interest in Asian business Bray Leino Splash PTE Ltd which was disposed of in Q1 2025. Continuing operations in 2024 also exclude the results of the Group's 100% interest in April Six Ltd which was sold in December 2024.
*** Total debt includes net bank debt and outstanding acquisitions obligations.
BUSINESS HIGHLIGHTS
·
Strong Client retention underpinned by Agency-driven culture and rigorous focus on exemplary Client service
·
Notable new Client wins during the period includeGoogle, TikTok International, Accenture and the Federal Reserve Bank of Chicago.
·
Appointment of new CEO John Carey from 1 September 2025, brings a diverse breadth of commercial and business transformation experience to the business. Mark Lund, outgoing Interim CEO, will resume his previous role as a Non-Executive Director of the Company.
OUTLOOK
·
As in previous years, the Group expects the majority of its profit to be generated in the second half of the year.
·
Since the period end, the Group has secured several notable new business wins including Marlink, Co-op, Boehringer Seraquin, Amaala Yacht Club and The Las Vegas Convention and Visitors Authority.
·
Robust and high-quality new business pipeline for H2, particularly in our Sports & Entertainments business, amid prevailing macroeconomic uncertainty that is exemplified by increasing approval periods especially within new business assignments.
·
While we remain very mindful of the challenging trading environment, the Group currently remains on track to meet full-year headline operating profit and margin expectations.
ENQUIRIES:
John Carey, Chief Executive Officer Giles Lee, Chief Financial Officer
Via Houston
The MISSION Group plc
Simon Bridges/Andrew Potts/Harry Rees
Canaccord Genuity Limited (Financial Adviser, Nominated Adviser and Broker)
020 7523 8000
Peter Tracey Blackdown Partners Limited (Financial Adviser)
020 3807 8484
Kate Hoare/Charlie Barker/India Spencer
0204 529 0549
E:mission@houston.co.uk
Houston PR
NOTES TO EDITORS
The MISSION Group Plc. is the Alternative Group for Ambitious Brands.
Delivering measurable, results-driven campaigns as the preferred creative partner for real business growth. We offer top-tier agencies, strategic specialisms and global reach delivering outstanding performance for brands. We call it Work That Counts™ www.themission.co.uk
The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.
OVERVIEW
The successful completion of MISSION's Value Restoration Plan ("VRP") in the prior year, combined with the restructuring of its operations in early 2025, has positioned the Group to move forward as a much leaner and less complex business. This underpinned a positive headline performance in H1, despite an ongoing challenging trading backdrop.
The restructure and reorganisation programme outlined earlier this year by Interim CEO, Mark Lund, was completed quickly and as a result the platform for significantly improving operating margins is now very much in place. This has been achieved through the simplification of the Group structure, reduction of central operating units and the organisation of the Group around four key Agency segments of Business & Corporate, Consumer, Sports & Entertainment and Property. These segments are focused on the growth of their agency brands, driving efficiency and so improving operating margins.
The Group is therefore encouraged to report total H1 revenue of £34.1m and revenue from continuing operations of £33.7m (30 June 2024: £35.3m from continuing operations**, £42.2m from all operations). Whilst overall revenues were inevitably impacted by the challenging trading backdrop, headline operating profit before adjustments for the Period of £2.2m (30 June 2024: £1.9m from continuing operations, £2.6m from all operations) was driven by margin improvements in the Business & Corporate and Property segments alongside a significant reduction in central function costs resulting from the restructuring behind the key Agency brands.
Headline profit before tax for the Period has benefitted from much reduced interest charges compared to 2024 and is £1.1m (30 June 2024: £0.6m from continuing operations, £1.3m from all operations).
Performance and progress
The Group's trading environment continued to be challenging in H1 2025 with the global macro and political uncertainty continuing to manifest in client caution and reduced marketing spend, resulting in a reduction in Group revenue from continuing operations of 4%.
Whilst the majority of this reduction was felt in the Consumer & Lifestyle segment where the market remains more challenged, it was pleasing to see a more resilient performance from other market segments including Property, highlighting the diversification benefits of the Group's portfolio.
Client retention across the Group remained strong with additional Client wins secured across the business throughout the period including Google, TikTok International, Accenture and the Federal Reserve Bank of Chicago.
Since the period end, the Group has secured several notable new business wins including Marlink, Co-op, Boehringer Seraquin, Amaala Yacht Club and The Las Vegas Convention and Visitors Authority. The robust and high-quality new business pipeline for H2 provides some encouraging momentum despite broader macro-economic uncertainty and a challenging trading environment.
Finally, the Group AI transformation steering team continues to make good progress in driving the continuous enhancement of our Client offering and business operations through the integration of AI. Initial areas of focus have centred on driving efficiencies across the Group's management systems, the enhancement of content and production, improvements to our Client insight reporting and the roll out of an AI learning and development plan for our teams. Whilst early in our plans we are encouraged by the pace of adoption and implementation of these various initiatives which are running to plan and we look forward to providing more updates in due course.
FINANCIAL PERFORMANCE
Billings and Revenue:
Total turnover ("billings") for H1 was £83.4m (H1 2024: £94.4m) while total operating income ("revenue") of £34.1m compares to £42.2m for the period to 30 June 2024. The major reductions reflect the disposal of April Six Ltd and related subsidiaries at the end of December 2024.
Taking continuing operations only, turnover ("billings") for H1 increased by 3% to £82.8m (2024: £80.4m) while operating income ("revenue") of £33.7m has reduced compared to the £35.3m for the period to 30 June 2024.
Profit, Margins and Earnings Per Share
The Group has focused on margin improvement and in so doing has restructured and reengineered the business to be more efficient and focused on revenue delivery. This firm, but future-focused cost control, alongside a continued commitment to transforming our infrastructure through the MISSION Shared Services initiatives, has enabled the Group to deliver a £1.9m reduction in operating expenditure for the period to 30 June 2025 compared to the 2024 equivalent. As a direct result of this the Group has delivered an operating profit from continuing operations that is ahead of the prior year comparison.
Headline operating profits from continuing operations for H1 increased by 15% to £2.2m (30 June 2024: £1.9m from continuing operations, £2.6m from all operations). Headline operating margin from continuing operations increased to 6.5% (H1 2024 equivalent: 5.4%). Continuing activities in 2024 exclude the results of April Six Ltd which was sold in December 2024 and the Group's 70% interest in the Asian business Bray Leino Splash PTE Ltd which was disposed of in Q1 2025.
The Segmental Analysis for the new Group structure is summarised in the following table.
H1 2025 £m
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entert'mnt
Central
Total Continuing
Revenue
10.9
10.1
1.3
7.7
3.8
0.0
33.7
Headline operating profit
1.1
0.3
-0.1
1.1
0.2
-0.4
2.2
margin %
10%
3%
-11%
15%
4%
6.5%
H1 2024 £m
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entert'mnt
Central
Total Continuing
Revenue
11.0
11.2
1.7
7.5
4.0
0.0
35.3
Headline operating profit
0.8
0.5
0.0
1.0
0.5
-1.0
1.9
margin %
7%
5%
0%
13%
13%
5.4%
Change £m
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entert'mnt
Central
Total Continuing
Revenue
-0.1
-1.1
-0.4
0.2
-0.2
0.0
-1.6
Rev %+/-
-1%
-10%
-22%
3%
-6%
-4%
Headline operating profit
0.3
-0.2
-0.1
0.1
-0.4
0.6
0.3
margin %
2.4%
-1.6%
-10.6%
1.5%
-8.5%
1.1%
The Property and Business & Corporate segments have both performed well in H1, with profits and margins ahead of H1 2024. Operating income (revenue) in the Consumer & Lifestyle segment reduced by £1.1m in an undoubtedly tough marketplace, however the work on simplification and effectiveness means that the profit reduction year-on-year has been mitigated to £0.2m. The Sports & Entertainment segment was also down somewhat year on year reflecting the timing of new rights deals being approved. As noted above, significant savings have been made within central function costs (£0.6m year on year).
Financing costs reduced to £1.1m (H1 2024: £1.5m). Within this total, net interest on bank loans, overdrafts and deposits reduced to £0.6m (H1 2024 £1.0m), reflecting a lower average level of debt in the period. Amortisation of bank debt arrangement fees increased by £0.1m to £0.1m (H1 2024: £0.0m) as a result of the Group agreeing a new revolving credit facility on 21 March 2025 and expensing all unamortised arrangement fees relating to the previous credit agreement. Underlying financing costs for H2 are expected to remain at similar levels to H1.
Headline profit before tax increased by 97% to £1.1m (30 June 2024: £0.6m from continuing operations, £1.3m from all operations), as a result of the reduced financing costs and resilient operating profit.
H1 Adjustments:
Following the disposal of April Six in December 2024 the Board commenced a restructuring programme with the objective of further streamlining the Group and driving efficiency. This has been completed, and the Group is now organised by four primary Agency pillars, each of which are focused on securing the growth potential of their respective agency brands and, importantly, on improving their respective operating margin. The £1.7m cost incurred as part of this restructure, both at the Agency level as well as central, are directly related to reducing ongoing operating expenditure (primarily headcount) and improving efficiency and operating margin. As a result, the payback on this cost is expected to be recovered within 12 months and has supported the overall improved operating margin and reduction in operating expenditure of £1.9m in the period.
As part of this restructuring the Group also disposed of its 70% majority shareholding of Bray Leino Splash PTE Ltd and related subsidiaries, the Bray Leino Asia operations, for a nominal sum and below the last reported book value, which further simplifies the Group's operations.
The disposal of April Six Ltd, our US Technology specialist agency, on 31 December 2024 included an earn-out component based on earnings for December 2024, January 2025 and February 2025. The earn-out was capped at £4.2m and estimated in the 2024 report and accounts at £2.0m, but the downturn in Q1 2025 in the US Technology sector has resulted in a final payment of only £0.1m. As a consequence, a £1.9m reduction to the reported profit/loss on the sale of April Six has been recognised in H1.
Summary of H1 Adjustments:
As detailed above, adjustments of £5m have been incurred in H1 as follows
· £1.7m cash cost of the Group restructuring following the April Six disposal, including associated redundancy costs.
· £2.8m non-cash adjustment related to the disposal of Splash Interactive PTE (£0.9m) and April Six (£1.9m).
· £0.3m of amortisation and other acquisition costs
· £0.2m of start-up costs relating to the geographical expansion of the Sports & Entertainment business.
The Group estimates an effective tax rate on headline profits before tax of 25% (H1 2024: 25%), resulting in an increase in headline earnings to £0.8m for the six months (H1 2024: £0.5m from continuing operations, £0.9m from all operations) and reported loss after tax on all operations of £3.7m (H1 2024: £0.0m).
Headline diluted EPS from continuing operations increased to 0.9 pence (H1 2024: 0.6 pence). Fully diluted EPS from all operations decreased to a loss of 4.1 pence (H1 2024: loss of 0.1 pence).
Balance Sheet and Cash Flow
The key balance sheet ratio measured and monitored by the Board is the ratio of net bank debt to headline EBITDA ("leverage ratio"). The Group closed the half year at 2.8x (30 June 2024: 3.5x, 31 December 2024: 2.2x) based on the trailing 12-month headline EBITDA. The ratio offers significant headroom against the facility limit of 3.5x for the period.
The Board also monitors the ratio of total debt, including outstanding acquisition obligations, to headline EBITDA and this ratio has also decreased year on year, to 3.1x (30 June 2024: 3.9x, 31 December 2024: 2.6x). Again, there is significant headroom against the facility limit of 4.0x for the period.
The Group spent £nil on acquisitions during the period (2024 £nil) and a total of £2.2m of acquisition obligations from prior years were settled in the first half of the year all of which were in cash (30 June 2024: £1.1m of which £0.6m were cash and the remainder settled in shares). After adjustments to estimated future contingent consideration payments the total estimated acquisition liability at 30 June 2025 totalled £2.5m (30 June 2024: £4.4m). Of this £1.0m is due for payment in the second half of 2025.
Capital expenditures continue to be strictly controlled with spend of £0.3m (H1 2024 £0.3m).
Trade and other receivables from continuing operations increased by £9.8m across the first six months of 2025 compared to an increase of £5.8m in the equivalent period in 2024. Payables have also increased and by a similar amount, £9.6m (H1 2024: £2.8m). The net result is a reduction in net working capital from continuing operations of £2.7m compared to H1 2024.
Net bank debt was £13.7m on 30 June 2025. This compares to £19.6m on 30 June 2024, and £9.5m on 31 December 2024 following the April Six disposal. The increase from 31 December 2024 is primarily a result of the settlement of outstanding acquisition obligations of £2.2m in H1, the cash cost of the restructuring programme noted (£1.7m) and the shares bought back in the Period totalling £0.4m.
Total debt (being net bank debt plus outstanding acquisition obligations) closed at £16.2m (30 June 2024: £24.0m), and £14.2m on 31 December 2024.
Dividend
The Board has made the decision to keep dividend payments paused alongside other major capital allocations until balance sheet strength is restored and net debt is reduced (2024: 0 pence per share). The Board will keep this decision under regular review.
Share buyback
On 2 January 2025 the Company announced a share buyback programme for on market purchases of up to £1.5 million. Shares bought back in the Period totalled £0.4m. The Board has paused the share buyback programme but remains alert to resuming the buyback should opportunities arise over the remaining half year.
BOARD
The Company has recently announced a number of changes to its Board composition.
On 1 July 2025 the Board was pleased to announce that following an external process, John Carey had been appointed to the Board as Chief Executive Officer with effect from 1 September 2025. A highly experienced international leader, John brings a diverse breadth of commercial and business transformation expertise most recently holding executive leadership positions at Castrol, BP plc and Abu Dhabi National Oil Corporation for Distribution, where he led the company's IPO in 2017.
Following John's appointment, Mark Lund, Interim Chief Executive, has resumed his previous role as Non-Executive Director and Chair of the Board's Audit and Risk Committee.
On 12 September 2025 the Board announced the appointment of Claudine Collins as Non-Executive Director of the Group and Chair of the Remuneration Committee. Claudine draws on a career spanning over 30 years in the media industry having held several leadership positions in media agencies, and most recently Chief Client Officer at EssenceMediacom UK, part of WPP.
She will replace Eliza Filby who has informed the Board that she will be stepping down from her role as Non-Executive Director and Chair of the Remuneration Committee on 30th September 2025 following over three years of service to the Board.
MAKING POSITIVE CHANGE
Over the course of the period, we have made further progress against our Environmental, Social and Governance (ESG) commitments, outlined in our manifesto 'Making Positive Change'.
Traction against our social goals, focused on building diverse and healthy teams and supporting the communities we work within, has been a key priority. The impactful community work across the Group through pro bono support, donations and volunteering has been tremendous helping to address key social challenges from elderly care and homelessness to conservation and education entry pathways into the creative industries.
Another important priority has been positive traction in our commitment to reduce carbon emissions as a Group. We have benchmarked and set our emissions reduction targets in line with the Paris Climate Agreement and validated these targets via the Science-Based Targets initiative (SBTi) Net-Zero Standard. We have a near-term (2029) target of reducing all emissions from our baseline of 2019 by 44%. Although we have seen an increase in emissions by 13% from 2023 to 2024, due to an increase in office presence and travel combined with enhanced accuracy in our carbon reporting, we are on track to meet our near-term targets with an overall 32% reduction on 2019 emissions as at the end of 2024.
The next six months will be key in our ESG journey as we prepare for ISSB updating its sustainability rules (IFRS S2 and SASB Standards) to make climate and industry disclosures clearer and more consistent worldwide. We will be developing a Materiality Assessment and reviewing current reporting - especially Scope 3 emissions and industry-specific metrics - so we can adapt smoothly when the new rules take effect in 2026.
OUTLOOK
As in previous years, Group profitability is heavily weighted to the second half of the year.
While we remain very mindful of the challenging trading environment, the Group currently remains on track to meet full-year headline operating profit and margin expectations.
Recent new business wins and continued support from our loyal Client base should hold us in good stead given the macroeconomic uncertainty that prevails that is exemplified by increasing approval periods especially within new business assignments.
Our Agencies continue to punch above their weight and our Client roster has been further strengthened with a number of blue-chip brands.
Condensed Consolidated Income Statement for the six months ended 30 June 2025
Continuing operations Six months to
Discontinued operations* Six months to
Total Six months to
Continuing operations Six months to
Discontinued operations** Six months to
Total Six months to
Continuing operations Year ended
Discontinued operations** Year ended
Total Year ended
30 June 2025
30 June 2025
30 June 2025
30 June 2024
30 June 2024
30 June 2024
31 December 2024
31 December 2024
31 December 2024
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
Note
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
TURNOVER
2
82,830
529
83,359
80,414
13,978
94,392
155,949
34,363
190,312
Cost of sales
(49,106)
(171)
(49,277)
(45,102)
(7,058)
(52,160)
(81,871)
(20,757)
(102,628)
OPERATING INCOME
2
33,724
358
34,082
35,312
6,920
42,232
74,078
13,606
87,684
Headline operating expenses
(31,547)
(359)
(31,906)
(33,413)
(6,195)
(39,608)
(66,439)
(12,175)
(78,614)
HEADLINE OPERATING PROFIT / (LOSS)
2,177
(1)
2,176
1,899
725
2,624
7,639
1,431
9,070
Loss on sale of subsidiaries (Note 11.2)
-
(959)
(959)
-
-
-
-
(209)
(209)
Start-up costs
3
(216)
-
(216)
(86)
-
(86)
(458)
-
(458)
Acquisition and disposal adjustments
4
(248)
(1,950)
(2,198)
(626)
-
(626)
(2,090)
-
(2,090)
Restructuring costs
3
(1,736)
-
(1,736)
-
(203)
(203)
-
(243)
(243)
Bank refinancing and equity raise costs
-
-
-
(242)
-
(242)
(242)
-
(242)
OPERATING (LOSS) / PROFIT
(23)
(2,910)
(2,933)
945
522
1,467
4,849
979
5,828
Share of results of associates and joint ventures
40
-
40
75
-
75
80
-
80
PROFIT / (LOSS) BEFORE INTEREST AND TAXATION
17
(2,910)
(2,893)
1,020
522
1,542
4,929
979
5,908
Net finance costs
5
(1,117)
-
(1,117)
(1,474)
(20)
(1,494)
(2,962)
(35)
(2,997)
(LOSS) / PROFIT BEFORE TAXATION
(1,100)
(2,910)
(4,010)
(454)
502
48
1,967
944
2,911
Taxation
6
268
18
286
219
(305)
(86)
(952)
(759)
(1,711)
(LOSS) / PROFIT FOR THE PERIOD
(832)
(2,892)
(3,724)
(235)
197
(38)
1,015
185
1,200
Attributable to:
Equity holders of the parent
(867)
(2,889)
(3,756)
(275)
187
(88)
889
164
1,053
Non-controlling interests
35
(3)
32
40
10
50
126
21
147
(832)
(2,892)
(3,724)
(235)
197
(38)
1,015
185
1,200
Basic earnings per share (pence)
7
(1.0)
(3.2)
(4.1)
(0.3)
0.2
(0.1)
1.0
0.2
1.2
Diluted earnings per share (pence)
7
(1.0)
(3.2)
(4.1)
(0.3)
0.2
(0.1)
1.0
0.2
1.2
Headline basic earnings per share (pence)
7
0.9
0.0
0.9
0.6
0.4
1.0
3.7
0.1
3.8
Headline diluted earnings per share (pence)
7
0.9
0.0
0.9
0.6
0.4
1.0
3.7
0.1
3.7
* Discontinued operations in 2025 consist of the results of Splash, sold on 31 March 2025 (see note 11.2)
** Discontinued operations in 2024 include the results of April Six, sold in 2024, and the results of Splash. The Group's Annual Report and Accounts 2024 showed a different split between continuing and discontinued operations, the discontinued operations numbers consisting only of the results of April Six. Following disposal in 2025, Splash has now been included in the 2024 discontinued operations disclosure.
Condensed Consolidated Statement of Comprehensive Income for the six months ended 30 June 2025
Continuing operations Six months to
Discontinued operations Six months to
Total Six months to
Continuing operations Six months to
Discontinued operations Six months to
Total Six months to
Continuing operations Year ended
Discontinued operations Year ended
Total Year ended
30 June 2025
30 June 2025
30 June 2025
30 June 2024
30 June 2024
30 June 2024
31 December 2024
31 December 2024
31 December 2024
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
(LOSS) / PROFIT FOR THE PERIOD
(832)
(2,892)
(3,724)
(235)
197
(38)
1,015
185
1,200
Other comprehensive income - items that may be reclassified separately to profit or loss:
Exchange differences on translation of foreign operations
20
3
23
(43)
(50)
(93)
12
(510)
(498)
TOTAL COMPREHENSIVE (LOSS) / INCOME FOR THE PERIOD
(812)
(2,889)
(3,701)
(278)
147
(131)
1,027
(325)
702
Attributable to:
Equity holders of the parent
(847)
(2,887)
(3,734)
(318)
137
(181)
901
(323)
578
Non-controlling interests
35
(2)
33
40
10
50
126
(2)
124
(812)
(2,889)
(3,701)
(278)
147
(131)
1,027
(325)
702
Condensed Consolidated Balance Sheet as at 30 June 2025
As at
As at
As at
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
Note
£'000
£'000
£'000
FIXED ASSETS
Intangible assets
8
78,731
90,223
79,622
Property, plant and equipment
2,408
2,951
2,702
Right of use assets
9
14,061
15,534
14,494
Investments, associates and joint ventures
695
662
667
95,895
109,370
97,485
CURRENT ASSETS
Stock
2,487
2,928
2,394
Trade and other receivables
51,814
54,280
44,378
Corporation tax receivable
-
856
-
Cash and short term deposits
1,193
226
10,385
55,494
58,290
57,157
CURRENT LIABILITIES
Trade and other payables
(45,140)
(51,207)
(35,964)
Corporation tax payable
(298)
-
(745)
Bank loans
10
-
(21)
(11)
Acquisition obligations
11.1
(2,495)
(3,508)
(3,420)
(47,933)
(54,736)
(40,140)
NET CURRENT ASSETS
7,561
3,554
17,017
TOTAL ASSETS LESS CURRENT LIABILITIES
103,456
112,924
114,502
NON CURRENT LIABILITIES
Bank loans
10
(14,863)
(19,833)
(19,872)
Lease liabilities
9
(13,614)
(15,047)
(14,041)
Acquisition obligations
11.1
-
(890)
(1,239)
Deferred tax liabilities
(344)
(433)
(397)
(28,821)
(36,203)
(35,549)
NET ASSETS
74,635
76,721
78,953
CAPITAL AND RESERVES
Called up share capital
9,224
9,224
9,224
Share premium account
46,081
46,081
46,081
Own shares
(579)
(217)
(191)
Share-based incentive reserve
1,107
1,107
1,107
Foreign currency translation reserve
16
(981)
64
Retained earnings
18,751
21,380
22,507
EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT
74,600
76,594
78,792
Non-controlling interests
35
127
161
TOTAL EQUITY
74,635
76,721
78,953
Condensed Consolidated Cash Flow Statement for the six months ended 30 June 2025
Continuing operations Six months to 30 June 2025
Discontinued operations Six months to 30 June 2025
Total Six months to 30 June 2025
Continuing operations Six months to 30 June 2024
Discontinued operations Six months to 30 June 2024
Total Six months to 30 June 2024
Continuing operations Year ended 31 December 2024
Discontinued operations Year ended 31 December 2024
Total Year ended 31 December 2024
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Unaudited
Audited
Audited
Audited
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Operating (loss) / profit
(23)
(2,910)
(2,933)
945
522
1,467
4,849
979
5,828
Depreciation, amortisation and impairment charges
1,967
2
1,969
2,187
159
2,346
4,236
315
4,551
Increase in the fair value of contingent consideration on acquisitions
7
-
7
48
-
48
751
-
751
Decrease in the fair value of contingent consideration on disposals of subsidiaries
-
1,882
1,882
-
-
-
213
-
213
Loss on disposal of subsidiaries
-
959
959
-
-
-
-
209
209
Loss / (profit) on disposal of property, plant and equipment and software and intellectual property
1
-
1
-
-
-
(3)
-
(3)
(Increase) / decrease in receivables
(9,759)
(108)
(9,867)
(5,792)
(3,812)
(9,604)
(2,359)
1,575
(784)
(Increase) / decrease in stock
(93)
-
(93)
53
-
53
587
-
587
Increase / (decrease) in payables
9,546
68
9,614
2,767
2,546
5,313
(2,818)
(1,107)
(3,925)
OPERATING CASH FLOWS
1,646
(107)
1,539
208
(585)
(377)
5,456
1,971
7,427
Net finance costs paid
(1,134)
-
(1,134)
(1,608)
(20)
(1,628)
(3,051)
(35)
(3,086)
Tax paid
(294)
(4)
(298)
(200)
(386)
(586)
(228)
(595)
(823)
Net cash inflow / (outflow) from operating activities
218
(111)
107
(1,600)
(991)
(2,591)
2,177
1,341
3,518
INVESTING ACTIVITIES
Proceeds on disposal of property, plant and equipment
54
-
54
7
-
7
24
-
24
Purchase of property, plant and equipment
(217)
(1)
(218)
(297)
-
(297)
(580)
(2)
(582)
Investment in software and product development
(75)
-
(75)
(8)
-
(8)
(87)
-
(87)
Payment relating to acquisitions made in prior years
(2,171)
-
(2,171)
(614)
-
(614)
(740)
-
(740)
Proceeds on disposal of subsidiaries
-
113
113
-
-
-
-
10,813
10,813
Cash of subsidiaries disposed of
-
(367)
(367)
-
-
-
-
(2,379)
(2,379)
Costs of disposal of subsidiaries
-
-
-
-
-
-
-
(2,207)
(2,207)
Net cash (outflow) / inflow from investing activities
(2,409)
(255)
(2,664)
(912)
-
(912)
(1,383)
6,225
4,842
FINANCING ACTIVITIES
Dividends paid to non-controlling interests
(86)
(30)
(116)
(102)
-
(102)
(142)
-
(142)
Payment of lease liabilities
(1,139)
-
(1,139)
(547)
(151)
(698)
(1,584)
(349)
(1,933)
Repayment of bank loans
(5,015)
-
(5,015)
(10)
-
(10)
(34)
-
(34)
Purchase of own shares
(388)
-
(388)
-
-
-
-
-
-
Net cash outflow from financing activities
(6,628)
(30)
(6,658)
(659)
(151)
(810)
(1,760)
(349)
(2,109)
(Decrease) / increase in cash and cash equivalents
(8,819)
(396)
(9,215)
(3,171)
(1,142)
(4,313)
(966)
7,217
6,251
Exchange differences on translation of foreign subsidiaries
23
(93)
(498)
Cash and cash equivalents at beginning of year
10,385
4,632
4,632
Cash and cash equivalents at end of year
1,193
226
10,385
Condensed Consolidated Statement of Changes in Equity for the six months ended 30 June 2025
Share capital £'000
Share premium £'000
Own shares £'000
Share-based incentive reserve £'000
Foreign currency translation reserve £'000
Retained earnings £'000
Total attributable to equity holders of parent £'000
Non-controlling interest £'000
Total equity £'000
At 1 January 2024
9,102
45,928
(942)
1,107
(888)
21,967
76,274
179
76,453
(Loss) / profit for period
-
-
-
-
-
(88)
(88)
50
(38)
Exchange differences on translation of foreign operations
-
-
-
-
(93)
-
(93)
-
(93)
Total comprehensive (loss) / income for period
-
-
-
-
(93)
(88)
(181)
50
(131)
New shares issued
122
153
-
-
-
-
275
-
275
Shares awarded and sold from own shares
-
-
725
-
-
(499)
226
-
226
Dividend paid
-
-
-
-
-
-
-
(102)
(102)
At 30 June 2024
9,224
46,081
(217)
1,107
(981)
21,380
76,594
127
76,721
Profit for period
-
-
-
-
-
1,141
1,141
97
1,238
Exchange differences on translation of foreign operations
-
-
-
-
(382)
-
(382)
(23)
(405)
Total comprehensive (loss) / income for period
-
-
-
-
(382)
1,141
759
74
833
Realisation on disposal of subsidiary
-
-
-
-
1,427
-
1,427
-
1,427
Shares awarded and sold from own shares
-
-
26
-
-
(14)
12
-
12
Dividend paid
-
-
-
-
-
-
-
(40)
(40)
At 31 December 2024
9,224
46,081
(191)
1,107
64
22,507
78,792
161
78,953
(Loss) / profit for period
-
-
-
-
-
(3,756)
(3,756)
32
(3,724)
Exchange differences on translation of foreign operations
-
-
-
-
22
-
22
1
23
Total comprehensive income / (loss) for period
-
-
-
-
22
(3,756)
(3,734)
33
(3,701)
Realisation on disposal of subsidiary
-
-
-
-
(70)
-
(70)
-
(70)
Release of non-controlling interest on disposal of subsidiary
-
-
-
-
-
-
-
(43)
(43)
Share buyback
-
-
(388)
-
-
-
(388)
-
(388)
Dividend paid
-
-
-
-
-
-
-
(116)
(116)
At 30 June 2025
9,224
46,081
(579)
1,107
16
18,751
74,600
35
74,635
Notes to the unaudited Interim Report for the six months ended 30 June 2025
1. Accounting Policies
Basis of preparation
The condensed consolidated interim financial statements for the six months ended 30 June 2025 have been prepared in accordance with the IAS 34 "Interim Financial Reporting" and the Group's accounting policies.
The Group's accounting policies are in accordance with International Financial Reporting Standards as adopted by the United Kingdom and are set out in the Group's Annual Report and Accounts 2024 on pages 76-80. These are consistent with the accounting policies which the Group expects to adopt in its 2025 Annual Report. The Group has not early-adopted any Standard, Interpretation or Amendment that has been issued but is not yet effective.
The information relating to the six months ended 30 June 2025 and 30 June 2024 is unaudited and does not constitute statutory financial statements as defined in Section 434 of the Companies Act 2006. The comparative figures for the year ended 31 December 2024 have been extracted from the Group's Annual Report and Accounts 2024, on which the auditors gave an unqualified opinion and did not include a statement under section 498 (2) or (3) of the Companies Act 2006. The Group Annual Report and Accounts for the year ended 31 December 2024 have been filed with the Registrar of Companies.
Going concern
The Directors have considered the financial projections of the Group, including cash flow forecasts, the availability of committed bank facilities and the headroom against covenant tests for the coming 12 months. The Directors have also considered and understood the mitigating actions that would be required in the event of reduced revenue profiles and any consequential difficulties with covenant compliance. Such potential mitigating actions would include a review of headcount, particularly in the areas impacted by any downturn. The Directors are satisfied that the Group has adequate resources for the foreseeable future and that it is appropriate to continue to adopt the going concern basis in preparing these interim financial statements.
Accounting estimates and judgements
The Group makes estimates and judgements concerning the future and the resulting estimates may, by definition, vary from the actual results. The Directors considered the critical accounting estimates and judgements used in the interim financial statements and concluded that the main areas of judgement are:
· Potential impairment of goodwill;
· Contingent payments in respect of acquisitions and disposals;
· Revenue recognition policies in respect of contracts which straddle the period end; and
· Revenue recognised in respect of incomplete contracts involving commission or success fee arrangements.
2. Segmental Information
Business segmentation
For management purposes the Board monitors the performance of its individual agencies and groups them into service segments based on the sectors in which they operate. Each reportable segment therefore includes a number of agencies with similar characteristics.
The Board assesses the performance of each segment by looking at turnover, operating income and headline operating profit. The headline operating profit shown below is after the reallocation to the agencies of certain head office costs relating to the Shared Services function. These costs include a significant portion of the total operating costs which are now centrally managed.
The Board does not review the assets and liabilities of the Group on a segmental basis. A segmental breakdown of assets and liabilities is therefore not disclosed.
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entertainment
Technology
MISSION Central
Total
Six months to 30 June 2025
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Turnover
Continuing operations
41,590
11,470
1,662
17,462
10,646
-
-
82,830
Discontinued operations
525
4
-
-
-
-
-
529
Total Group
42,115
11,474
1,662
17,462
10,646
-
-
83,359
Operating income
Continuing operations
10,887
10,058
1,349
7,678
3,752
-
-
33,724
Discontinued operations
246
112
-
-
-
-
-
358
Total Group
11,133
10,170
1,349
7,678
3,752
-
-
34,082
Headline operating profit / (loss)
Continuing operations
1,066
309
(150)
1,135
165
-
(348)
2,177
Discontinued operations
(11)
10
-
-
-
-
-
(1)
Total Group
1,055
319
(150)
1,135
165
-
(348)
2,176
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entertainment
Technology
MISSION Central
Total
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
Six months to 30 June 2024
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Turnover
Continuing operations
35,709
17,043
1,924
16,015
9,723
-
-
80,414
Discontinued operations
1,015
292
-
-
-
12,615
56
13,978
Total Group
36,724
17,335
1,924
16,015
9,723
12,615
56
94,392
Operating income
Continuing operations
10,950
11,163
1,659
7,477
4,043
-
20
35,312
Discontinued operations
570
288
-
-
-
6,024
38
6,920
Total Group
11,520
11,451
1,659
7,477
4,043
6,024
58
42,232
Headline operating profit / (loss)
Continuing operations
811
525
(2)
995
523
-
(953)
1,899
Discontinued operations
41
13
-
-
-
671
-
725
Total Group
852
538
(2)
995
523
671
(953)
2,624
Business & Corporate
Consumer & Lifestyle
Health & Wellness
Property
Sports & Entertainment
Technology
MISSION Central
Total
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
(Restated*)
Year to 31 December 2024
£'000
£'000
£'000
£'000
£'000
£'000
£'000
£'000
Turnover
Continuing operations
66,106
30,508
4,279
33,018
22,038
-
-
155,949
Discontinued operations
2,158
523
-
-
-
31,650
32
34,363
Total Group
68,264
31,031
4,279
33,018
22,038
31,650
32
190,312
Operating income
Continuing operations
23,218
23,263
3,538
15,554
8,460
-
45
74,078
Discontinued operations
1,241
558
-
-
-
11,769
38
13,606
Total Group
24,459
23,821
3,538
15,554
8,460
11,769
83
87,684
Headline operating profit / (loss)
Continuing operations
3,035
1,585
437
3,537
1,573
-
(2,528)
7,639
Discontinued operations
87
20
-
-
-
1,213
111
1,431
Total Group
3,122
1,605
437
3,537
1,573
1,213
(2,417)
9,070
* In 2025, following the simplification and reorganisation of the Group into key pillars that reflect the industries in which they operate, the management structure of the agencies in the Group has changed, as has the grouping of the agencies applied by the Board when monitoring performance. Agencies and Advantage services have been reallocated between segments in these figures to reflect this new structure. 2024 results have also been restated to reflect the new structure so that the figures are comparable.
Geographical segmentation
The following table provides an analysis of the Group's operating income by region of activity:
Six months to
Six months to
Year ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
UK
33,258
37,905
77,345
USA
-
3,083
7,551
Asia
824
1,130
2,609
Rest of Europe
-
114
179
34,082
42,232
87,684
3. Reconciliation of Headline Profit to Reported Profit
The Board believes that headline profits, which eliminate certain amounts from the reported figures, provide a better understanding of the underlying trading of the Group.
Six months to 30 June 2025 Unaudited £'000
Six months to 30 June 2024 Unaudited £'000
Year ended 31 December 2024 Audited £'000
PBT
PAT
PBT
PAT
PBT
PAT
£'000
£'000
£'000
£'000
£'000
£'000
From continuing operations
Headline profit
1,100
824
559
548
4,847
3,485
Acquisition and disposal related items
(248)
(192)
(626)
(492)
(2,090)
(1,831)
Bank refinancing and equity raise costs
-
-
(301)
(226)
(332)
(249)
Restructuring costs
(1,736)
(1,302)
-
-
-
-
Start-up costs
(216)
(162)
(86)
(65)
(458)
(390)
Reported (loss) / profit
(1,100)
(832)
(454)
(235)
1,967
1,015
From discontinued operations
Headline (loss) / profit
(1)
-
705
400
1,396
85
Restructuring costs
-
-
(203)
(203)
(243)
(243)
Acquisition and disposal related items
(1,950)
(1,933)
-
-
-
-
(Loss) / profit on sale of subsidiary (Note 11.2)
(959)
(959)
-
-
(209)
343
Reported (loss) / profit
(2,910)
(2,892)
502
197
944
185
From continuing and discontinued operations
Headline profit
1,099
824
1,264
948
6,243
3,570
Acquisition and disposal related items (Note 4)
(2,198)
(2,125)
(626)
(492)
(2,090)
(1,831)
Bank refinancing and equity raise costs
-
-
(301)
(226)
(332)
(249)
Restructuring costs
(1,736)
(1,302)
(203)
(203)
(243)
(243)
Start-up costs
(216)
(162)
(86)
(65)
(458)
(390)
(Loss) / profit on sale of subsidiary (Note 11.2)
(959)
(959)
-
-
(209)
343
Reported (loss) / profit
(4,010)
(3,724)
48
(38)
2,911
1,200
Bank refinancing and equity raise costs in 2024 consisted of various professional fees incurred in connection with the bank refinancing and other related costs associated with this process, accelerated bank debt arrangement fees (see note 5) and fees from various consulting and legal firms advising and assisting in the Board's consideration of an equity issue.
Restructuring costs in 2024 comprised the costs of shutting down the BLS China office. In 2025, restructuring costs consist of redundancy, PILON and TUPE related costs, as well as other related costs associated with the restructuring and reorganisation of the Group.
Start-up costs derive from organically started businesses or loss-making businesses acquired and comprise the trading losses of such entities until the earlier of two years from commencement or when they show evidence of becoming sustainably profitable. Start-up costs in 2024 related to the launch of Turbine and the launch of the US and Saudi offices of the Influence business. Start-up costs in 2025 consist of further costs relating to the launch of the US and Saudi offices of the Influence business.
4. Acquisition and Disposal Adjustments
Six months to 30 June 2025 Unaudited
Six months to 30 June 2024 Unaudited
Year ended 31 December 2024 Audited
£'000
£'000
£'000
Amortisation of intangible assets recognised on acquisitions
(229)
(382)
(685)
Movement in fair value of contingent consideration on acquisitions
(7)
(48)
(751)
Movement in fair value of contingent consideration on disposals
(1,882)
-
(213)
Acquisition and disposal transaction costs expensed
(80)
(196)
(441)
(2,198)
(626)
(2,090)
The movement in fair value of contingent consideration on acquisitions relates to a net upward revision in the estimate payable to vendors of businesses acquired. This upward revision is driven by improved performance by the recent acquisitions. The movement in fair value of consideration on disposals relates to a net downward revision in the estimate receivable from the sale of April Six. Acquisition and disposal transaction costs relate to professional fees in connection with disposals and acquisitions made or contemplated, including reverse acquisitions.
5. Net Finance Costs
Six months to
Six months to
Year ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Net interest on bank loans, overdrafts and deposits
(557)
(988)
(2,020)
Amortisation of bank debt arrangement fees
(144)
(21)
(44)
Interest expense on leases liabilities
(416)
(425)
(843)
Headline net finance costs
(1,117)
(1,434)
(2,907)
Accelerated amortisation of debt arrangement fees
-
(60)
(90)
Net finance costs
(1,117)
(1,494)
(2,997)
The decrease in net interest on bank loans, overdrafts and deposits in the period is driven primarily by the reduced level of bank debt following the implementation in 2024 of the Group's value restoration plan to deleverage and restore strength to the balance sheet, which included the sale of April Six.
The increase in amortisation of bank debt arrangement fees is as a result of the Group agreeing a new revolving credit facility on 21 March 2025 and expensing all unamortised arrangement fees relating to the previous credit agreement.
In 2024, following the reduction in full year profit expectations announced to the market in 2023, the Group agreed a new revolving credit facility on 27 March 2024 and incurred additional bank debt arrangement fees which were being amortised over the period of the new facility. In addition, the remaining unamortised bank debt arrangement fees relating to the replaced facility were fully written off during the period. These additional bank debt arrangement fees, over and above what would have been amortised had the Group not refinanced, were classified as a headline adjustment.
6. Taxation
The taxation charge for the period ended 30 June 2025 has been based on an estimated effective tax rate on headline profit on ordinary activities of 25% (30 June 2024: 25%).
7. Earnings Per Share
The calculation of the basic and diluted earnings per share is based on the following data, determined in accordance with the provisions of IAS 33: "Earnings per Share".
Six months to
Six months to
Year to
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Earnings
Reported profit for the period
From continuing operations
Attributable to:
Equity holders of the parent
(867)
(275)
889
Non-controlling interests
35
40
126
(832)
(235)
1,015
From discontinued operations
Attributable to:
Equity holders of the parent
(2,889)
187
164
Non-controlling interests
(3)
10
21
(2,892)
197
185
From continuing and discontinued operations
Attributable to:
Equity holders of the parent
(3,756)
(88)
1,053
Non-controlling interests
32
50
147
(3,724)
(38)
1,200
Headline earnings (Note 3)
From continuing operations
Attributable to:
Equity holders of the parent
789
508
3,359
Non-controlling interests
35
40
126
824
548
3,485
From discontinued operations
Attributable to:
Equity holders of the parent
3
390
64
Non-controlling interests
(3)
10
21
-
400
85
From continuing and discontinued operations
Attributable to:
Equity holders of the parent
792
898
3,423
Non-controlling interests
32
50
147
824
948
3,570
Number of shares
Weighted average number of Ordinary shares for the purpose of basic earnings per share
90,765,225
90,357,314
91,140,375
Dilutive effect of securities:
Employee share options
234,192
248,391
242,121
Weighted average number of Ordinary shares for the purpose of diluted earnings per share
90,999,417
90,605,705
91,382,496
Reported basis:
From continuing operations
Basic earnings per share (pence)
(1.0)
(0.3)
1.0
Diluted earnings per share (pence)
(1.0)
(0.3)
1.0
From discontinued operations
Basic earnings per share (pence)
(3.2)
0.2
0.2
Diluted earnings per share (pence)
(3.2)
0.2
0.2
From continuing and discontinued operations
Basic earnings per share (pence)
(4.1)
(0.1)
1.2
Diluted earnings per share (pence)
(4.1)
(0.1)
1.2
Headline basis:
From continuing operations
Basic earnings per share (pence)
0.9
0.6
3.7
Diluted earnings per share (pence)
0.9
0.6
3.7
From discontinued operations
Basic earnings per share (pence)
0.0
0.4
0.1
Diluted earnings per share (pence)
0.0
0.4
0.1
From continuing and discontinued operations
Basic earnings per share (pence)
0.9
1.0
3.8
Diluted earnings per share (pence)
0.9
1.0
3.7
Basic earnings per share includes shares to be issued subject only to time as if they had been issued at the beginning of the period.
A reconciliation of the profit after tax on a reported basis and the headline basis is given in Note 3.
8. Intangible Assets
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Goodwill
77,396
87,975
77,752
Other intangible assets
1,335
2,248
1,870
78,731
90,223
79,622
Goodwill
Six months to 30 June 2025
Six months to 30 June 2024
Year ended 31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Cost
At 1 January
94,321
104,426
104,426
Recognised on acquisition of subsidiary
-
-
-
Disposal of subsidiaries (see Note 11.2)
(356)
-
(9,987)
Adjustment to consideration / net assets acquired
-
118
(118)
At 30 June / 31 December
93,965
104,544
94,321
Impairment adjustment
At 1 January
16,569
16,569
16,569
Impairment during the period
-
-
-
At 30 June / 31 December
16,569
16,569
16,569
Net book value
77,396
87,975
77,752
In accordance with the Group's accounting policies, an annual impairment test is applied to the carrying value of goodwill, unless there is an indication that one of the cash generating units has become impaired during the year, in which case an impairment test is applied to the relevant asset. The next impairment test will be undertaken at 31 December 2025.
Other Intangible Assets
Six months to
Six months to
Year ended
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Cost
At 1 January
11,682
11,797
11,797
Disposal of subsidiaries
(694)
-
(206)
Additions
75
8
87
Transfer from property, plant and equipment
-
14
14
Disposals
(2)
(10)
(10)
At 30 June / 31 December
11,061
11,809
11,682
Amortisation and impairment
At 1 January
9,812
9,026
9,026
Disposal of subsidiaries
(408)
-
(188)
Charge for the period
324
532
971
Transfer from property, plant and equipment
-
13
13
Disposals
(2)
(10)
(10)
At 30 June / 31 December
9,726
9,561
9,812
Net book value
1,335
2,248
1,870
Other intangible assets consist of Client relationships, trade names, and software and product development costs.
9. Right of Use Assets and Lease Liabilities
The Group leases several assets including property, office equipment, computer equipment and motor vehicles. Under IFRS 16, the Group recognises Right of Use Assets and Lease Liabilities in relation to these leases. Assets and liabilities reduce over the period of the lease and increase when a lease is renewed, or a new lease entered into.
Property
Office equipment, computer equipment and motor vehicles
Total
£'000
£'000
£'000
Cost
At 1 January 2024
22,884
2,408
25,292
Additions
66
303
369
Disposals
(1,365)
(769)
(2,134)
At 30 June 2024
21,585
1,942
23,527
Additions
115
114
229
Disposals
(65)
-
(65)
At 31 December 2024
21,635
2,056
23,691
Additions
554
200
754
Disposals
(1,037)
(91)
(1,128)
At 30 June 2025
21,152
2,165
23,317
Depreciation
At 1 January 2024
6,883
1,977
8,860
Charge for the period
1,116
151
1,267
Disposals
(1,365)
(769)
(2,134)
At 30 June 2024
6,634
1,359
7,993
Charge for the period
1,084
162
1,246
Disposals
(42)
-
(42)
At 31 December 2024
7,676
1,521
9,197
Charge for the period
1,029
156
1,185
Disposals
(1,035)
(91)
(1,126)
At 30 June 2025
7,670
1,586
9,256
Net book value at 30 June 2024
14,951
583
15,534
Net book value at 31 December 2024
13,959
535
14,494
Net book value at 30 June 2025
13,482
579
14,061
Obligations under leases are due as follows:
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
In one year or less (shown in trade and other payables)
2,393
2,375
2,352
In more than one year
13,614
15,047
14,041
16,007
17,422
16,393
10. Bank Loans and Net Bank Debt
30 June 2025
30 June 2024
31 December 2024
Unaudited
Unaudited
Audited
£'000
£'000
£'000
Bank loan outstanding
15,000
20,039
20,015
Adjustment to amortised cost
(137)
(185)
(132)
Carrying value of loan outstanding
14,863
19,854
19,883
Less: Cash and short term deposits
(1,193)
(226)
(10,385)
Net bank debt
13,670
19,628
9,498
The borrowings are repayable as follows:
Less than one year
-
21
11
In one to two years
-
20,018
20,004
In two to three years
15,000
-
-
15,000
20,039
20,015
Adjustment to amortised cost
(137)
(185)
(132)
14,863
19,854
19,883
Less: Amount due for settlement within 12 months (shown under current liabilities)
-
(21)
(11)
Amount due for settlement after 12 months
14,863
19,833
19,872
At 30 June 2025, the Group's committed bank facilities comprised a revolving credit facility of £15.0m, expiring on 21 March 2028, with an option to increase the facility by £5m. In addition, there is an option to extend the facility by 1 year, and a further option to extend it by another year, subject to credit approval. Interest on the facility is based on SONIA (sterling overnight index average) plus a margin of between 1.75% and 2.25% depending on the Group's debt leverage ratio, payable in cash on loan rollover dates.
In addition to its committed facilities, the Group has available an overdraft facility of up to £3.0m with interest payable by reference to National Westminster Bank plc Base Rate plus 2.25%.
11. Acquisitions and Disposals
11.1 Acquisition Obligations
The terms of an acquisition may provide that the value of the purchase consideration, which may be payable in cash or shares or other securities at a future date, depends on uncertain future events such as the future performance of the acquired company. The Directors estimate that the liability for payments that may be due is as follows:
Cash £'000
Shares £'000
Total £'000
30 June 2025 Less than one year
2,471
24
2,495
In more than one year
-
-
-
2,471
24
2,495
A reconciliation of acquisition obligations during the period is as follows:
Cash £'000
Shares £'000
Total £'000
At 31 December 2024
4,635
24
4,659
Adjustments to estimates of obligations
7
-
7
Obligations settled in the period
(2,171)
-
(2,171)
At 30 June 2025
2,471
24
2,495
11.2 Sale of Bray Leino Splash Pte. Ltd and its subsidiaries
On 31 March 2025, as part of the Group's restructuring and simplification plan, the Group disposed of the entire issued share capital of Bray Leino Splash Pte. Ltd and its subsidiaries (together referred to as "Splash"). The fair value of the consideration for the disposal was £112,707 comprising upfront cash consideration.
The consideration, assets disposed of and costs of disposal were as follows:
£'000
Upfront cash consideration received
113
Total consideration
113
Net assets disposed of:
Fixed assets
9
Trade and other receivables
549
Corporation tax asset
84
Cash
367
Trade and other payables
(466)
543
Splash trade name
286
Goodwill of Splash
356
Total net assets disposed of
1,185
Minority shareholders share of net assets
(43)
Group's share net assets disposed of
1,142
Disposal and related costs
-
Total cost of disposal
1,142
Loss on sale of Splash prior to realisation of foreign currency translation reserve
1,029
Realisation of foreign currency translation reserve*
(70)
Total loss on sale of Splash
959
* Cumulative translation differences previously held in equity and recycled to the income statement on disposal of foreign operations.
12. Post balance sheet events
There have been no material post balance sheet events.
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