REG - Mission Group PLC - INTERIM RESULTS FOR THE SIX MONTHS TO 30 JUNE 2025
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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 Counts(TM), comprising
a group of digital marketing and communications Agencies, is pleased
to announce its interim results for the six months ended 30 June 2025 (the
"Period" or "H1").
David Morgan, MISSION's Non-Executive Chair, commented:
"The completion of our Value Restoration Plan in the prior year and the
proactive actions taken in early 2025 to refocus the Group around a more agile
and leaner operational structure, positioned MISSION to deliver a resilient
first half performance.
Whilst the market remains challenging and we are seeing some delays in Client
approval processes, we have started H2 with a number of notable new business
wins and a strong, high-quality new business pipeline which underpins our
confidence in the outlook for the full year.
In John Carey we have a new and highly experienced CEO who is already bringing
his extensive experience to bear across the business. We look forward to his
contribution as we continue to deliver against our long-term plans to create
value for all our stakeholders."
FINANCIAL HIGHLIGHTS
· H1 performance in line with Board expectations.
· Successful Q1 operational restructuring alongside the completion of the
Group's Value Restoration Plan in 2024 underpinned a sustained recovery in
headline operating profit and margin improvement in H1, despite a challenging
trading environment.
Six months ended 30 June 2025 H1 2025 H1 2024 change
£m £m
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 include Google, TikTok
International, Accenture and the Federal Reserve Bank of Chicago.
· Appointment of new CEO John Carey from 1 September 2025, brings a diverse
breadth of commercial and business transformation experience to the business.
Mark Lund, outgoing Interim CEO, will resume his previous role as a
Non-Executive Director of the Company.
OUTLOOK
· As in previous years, the Group expects the majority of its profit to be
generated in the second half of the year.
· Since the period end, the Group has secured several notable new business wins
including Marlink, Co-op, Boehringer Seraquin, Amaala Yacht Club and The Las
Vegas Convention and Visitors Authority.
· Robust and high-quality new business pipeline for H2, particularly in our
Sports & Entertainments business, amid prevailing macroeconomic
uncertainty that is exemplified by increasing approval periods especially
within new business assignments.
· While we remain very mindful of the challenging trading environment, the Group
currently remains on track to meet full-year headline operating profit and
margin expectations.
ENQUIRIES:
John Carey, Chief Executive Officer Via Houston
Giles Lee, Chief Financial Officer
The MISSION Group plc
Simon Bridges/Andrew Potts/Harry Rees
Canaccord Genuity Limited 020 7523 8000
(Financial Adviser, Nominated Adviser and Broker)
Peter Tracey 020 3807 8484
Blackdown Partners Limited
(Financial
Adviser)
Kate Hoare/Charlie Barker/India Spencer 0204 529 0549
E: mission@houston.co.uk (mailto: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 (http://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 Discontinued operations* Continuing operations Six months to Discontinued operations** Continuing operations Year ended Discontinued operations**
Six months to Six months to Total Six months to Total Year ended Total
Six months to Six months to Year ended
30 June 30 June 30 June 30 June 30 June 30 June 31 December 2024 31 December 2024 31 December 2024
2025 2025 2025 2024 2024 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)
2
OPERATING INCOME 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 Discontinued operations Continuing operations Discontinued operations Continuing operations Year ended Discontinued operations
Six months to Six months to Total Six months to Six months to Total Year ended Total
Six months to Six months to Year ended
30 June 30 June 30 June 30 June 30 June 30 June 31 December 2024 31 December 2024 31 December 2024
2025 2025 2025 2024 2024 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 Discontinued operations Continuing operations Discontinued operations Continuing operations Discontinued operations
Six months to 30 June 2025 Six months to 30 June 2025 Total Six months to 30 June 2024 Six months to 30 June 2024 Total Year ended 31 December 2024 Year ended 31 December 2024 Total
Six months to 30 June 2025 Six months to 30 June 2024 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
Total attributable to equity holders of parent
Share-based incentive reserve Foreign currency translation reserve £'000
£'000 £'000 Non-controlling interest
Share Share premium Own shares Retained earnings £'000 Total equity
capital £'000 £'000 £'000 £'000
£'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 30 June 31 December
2025 2024 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 Six months to Year ended
30 June 30 June 31 December
2025 2024 2024
Unaudited Unaudited Audited
£'000
£'000 £'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 Six months to Year ended
30 June 30 June 31 December 2024
2025 2024 Audited
Unaudited Unaudited
£'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 30 June 31 December 2024
2025 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 30 June 31 December
2025 2024 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 30 June 31 December 2024
2025 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 Six months to 30 June Year ended 31 December 2024
2025 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 30 June 31 December 2024
2025 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 30 June 31 December 2024
2025 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 30 June 31 December 2024
2025 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 Shares Total
£'000 £'000 £'000
30 June 2025 2,471 24 2,495
Less than one year
In more than one year - - -
2,471 24 2,495
A reconciliation of acquisition obligations during the period is as follows:
Cash Shares Total
£'000 £'000 £'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 1,029
reserve
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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