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REG - NAHL Group PLC - Interim Results

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RNS Number : 5294A  NAHL Group PLC  24 September 2025

 

24 September 2025

 

NAHL Group plc

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

 

Interim Results

 

First half performance in line with management's expectations; strong growth
in profitability and cash generation

 

 

NAHL (AIM: NAH), a leading marketing and services business focused on the UK
consumer legal market, announces its unaudited interim results for the six
months ended 30 June 2025 (the "Period").

 

Financial Highlights

 

 ·             As previously guided, revenue was broadly in line with the previous year at
               £19.2m (H1 2024: £19.4m), with Consumer Legal Services revenue down 3%
               largely offset by a 2% increase in revenues in the Group's Critical Care
               division.
 ·             Underlying operating profit increased by 74% in the Period to £3.2m (H1 2024:
               £1.8m), driven by an 89% increase in Consumer Legal Services.
 ·             Profit before tax increased 289% to £1.9m (H1 2024: £0.5m).
 ·             Basic earnings per share was 3.0p, up 323% on the 0.7p generated last year.
 ·             Cash generation remained strong, with free cash flow up 119% at £1.5m (H1
               2024: £0.7m) and underlying operating cash conversion equally solid at 102%
               (H1 2024: 134%).
 ·             Net debt reduced to a 10-year low, decreasing by 38% from 30 June 2024 to
               £5.6m.

 

Divisional and Operational Highlights

 

Consumer Legal Services

 

 ·             Revenue decreased modestly from £11.4m to £11.0m due to a 5% reduction in
               revenues from the Personal Injury (PI) businesses, whilst Residential Property
               revenues grew 7%.
 ·             Underlying operating profit increased by 89% to £1.6m with the Group's
               Personal Injury business rebounding well to £1.4m after the challenges of
               last year.
 ·             Searches UK remained steady generating an operating profit of £0.2m.
 ·             At the start of the year, the Board made several changes to the Leadership
               Team in the PI business, implementing a new Senior Management Team to help
               drive progress.
 ·             In total, the business generated 6,552 enquiries in the Period (H1 2024:
               11,304) and management saved £1.3m in marketing costs. A total of 2,200 new
               enquiries were passed to National Accident Law (NAL), which represented 34% of
               the total compared to 27% last year. We estimate these will be worth £2.9m in
               future revenues and cash by the time they mature.
 ·             NAL settled 1,648 claims in the Period which generated £5.3m of cash, 33%
               more than last year. The average value of each settled claim was 57% higher
               than last year.
 ·             At 30 June 2025, NAL was processing 7,530 ongoing claims. We estimate after
               expensing marketing and processing costs to date, our book of ongoing claims
               will generate future revenues of £9.6m, future gross profits of £7.4m and
               future cash receipts of £13.1m.

 

Critical Care

 

 ·             Revenues increased by 2% to £8.2m, of which around 43% was recurring revenue.
 ·             Underlying operating profit increased by 1% to £2.6m and operating profit
               margins remained strong at 31.5% (H1 2024: 31.8%).
 ·             Generated £2.3m of cash from operations in the Period, up from £2.1m last
               year.
 ·             Continued to experience high demand for expert witness services, with revenues
               growing 11%.
               o  The number of expert witness reports completed and issued to customers
               also increased by 13% to 719 as the business grew capacity by increasing its
               network of associate expert witnesses.
               o  At 30 June 2025, we were working with 226 associates, up from 196 at the
               start of the year.
 ·             In case management services, the market has been more challenging. Revenues
               were down 9% largely as a result of new instructions from insurers declining
               which limited the number of initial needs assessment reports (INAs) required.
               Management have taken several steps to address these challenges which are
               delivering progress.
 ·             Successfully launched Bush & Co. Kids to deliver outstanding child-focused
               support for our clients. Bush & Co. has a strong track record in this
               area, and this increased focus should result in further growth in this
               important segment of the market.
 ·             Bush & Co. Care Solutions also had a good first half, growing revenues by
               26% to £0.4m.

 

Outlook

 

 ·             The Board remains confident in delivering a full year outturn in line with
               expectations.
 ·             In Consumer Legal Services, in July and August, 2,452 new enquiries were
               generated, 12% higher than the monthly average in H1 and at a lower enquiry
               acquisition cost.
 ·             In NAL, cash collected from settled claims grew to £1.5m compared to £1.4m
               in the same period last year.
 ·             In Critical Care, in July and August, 230 expert witness reports were issued,
               compared to 239 last year, and 81 INA reports, compared to 88 last year.
 ·             In September, the Bush & Co. management team was further strengthened with
               the appointment of a new Divisional Finance Director who will support the
               actions taken to improve case management performance and drive further growth.
 ·             Net debt has fallen further to £5.5m at 31 August 2025 (30 June 2025:
               £5.6m).
 ·             Since the conclusion of the Bush & Co. sale process, the Board has been
               working with advisers to explore alternative options to accelerate value for
               shareholders. Further work is required to develop these options and the Board
               will update shareholders in due course.

 

James Saralis, CEO of NAHL, commented:

 

"I am pleased with the Group's solid first half performance as we delivered
strong growth in profitability and cash generation while also reducing net
debt to a 10-year low. This represents a considerable achievement for the
business and, on behalf of the Board, I would like to take this opportunity to
thank all of our hardworking teams for their ongoing dedication and
commitment.

 

"In Consumer Legal Services the continued turnaround of our Personal Injury
business and the stabilisation of lead generation has been particularly
pleasing, and the new Senior Management Team at NAL is committed to driving
further progress to ultimately generate higher returns. Turning to Critical
Care, the division increased revenues, operating profit and cash from
operations in the first half, and whilst the case management services market
has been more challenging, our expert witness services, Bush & Co. Care
Solutions and our new proposition Bush & Co. Kids, all experienced high
demand.

 

"I am further encouraged by the Group's performance so far in the second half
and am pleased to confirm the Board remains confident in delivering on market
expectations for the full year. Finally, as communicated, following the
cessation of the Bush & Co sale process, the Board continues to work with
advisers to explore alternative options to accelerate shareholder value and I
look forward to updating the market on progress here in due course."

 

 

 

For further information:

 NAHL Group PLC                                               via FTI Consulting

 James Saralis (CEO)                                          Tel: +44 (0) 20 3727 1000

 Chris Higham (CFO)

 Allenby Capital (AIM Nominated Adviser & Broker)             Tel: +44 (0) 20 3328 5656

 Jeremy Porter/Dan Dearden-Williams (Corporate Finance)

 Amrit Nahal/Kelly Gardiner (Sales & Corporate Broking)

 FTI Consulting (Financial PR)                                Tel: +44 (0) 20 3727 1000

 Alex Beagley                                                 NAHL@fticonsulting.com

 Amy Goldup

Notes to Editors

NAHL Group plc (AIM: NAH) is a leader in the Consumer Legal Services market.
The Group provides services and products to individuals and businesses through
its two divisions:

 

· Consumer Legal Services provides outsourced marketing services to law firms
through National Accident Helpline and claims processing services to
individuals through National Accident Law, Law Together and Your Law.  In
addition, it also provides property searches through Searches UK.

 

· Critical Care provides a range of specialist services in the catastrophic
and serious injury market to both claimants and defendants through Bush &
Co.

 

More information is available at:

www.nahlgroupplc.co.uk (http://www.nahlgroupplc.co.uk/)

www.national-accident-helpline.co.uk
(http://www.national-accident-helpline.co.uk/)

www.national-accident-law.co.uk (http://www.national-accident-law.co.uk)

www.bushco.co.uk (http://www.bushco.co.uk/)

 

Interim Management Statement

I am pleased to report NAHL's Interim Results for the six months ended 30 June
2025.

Overview

NAHL performed well in the first half of 2025, buoyed by a turnaround in the
Group's Personal Injury business.  Profits recovered sharply, with profit
before tax up 289%, and continued strong cash generation resulting in net debt
falling to a 10-year low of £5.6m.

Following the conclusion of the process to explore a sale of Bush & Co.,
the Board is exploring alternative options to accelerate value for
shareholders.

Group results

Group revenue for the Period was flat compared to the previous year at £19.2m
(H1 2024: £19.4m).  Revenues in the Group's Consumer Legal Services division
fell by 3% and those in the Group's Critical Care division grew by 2%.

Underlying operating profit increased by 74% in the Period to £3.2m (H1 2024:
£1.8m).  This was driven by an 89% increase in Consumer Legal Services and a
£0.5m reduction in amortisation of intangible assets, which had been fully
amortised in the previous year.

The Group incurred £0.2m of exceptional costs related to the cessation of the
sale of Bush & Co., and profit attributable to members' non-controlling
interests in LLPs fell by 9% to £0.8m (H1 2024: £0.9m).

The Group continued to reduce borrowing costs on its revolving credit facility
by reducing the drawn balance.  Financial expenses amounted to £0.3m in the
Period, compared to £0.5m last year, after the Group repaid £1.8m off the
debt (H1 2024: £0.5m repaid).

Profit before tax increased by 289% to £1.9m (H1 2024: £0.5m), and after
taxation of £0.5m (H1 2024: £0.2m), the Group returned a profit and total
comprehensive income for the Period of £1.4m (H1 2024: £0.3m).  Basic
earnings per share ("EPS") was 3.0p, up 323% on the 0.7p generated last
year.

The Group benefitted from another six months of strong cash generation, with
free cash flow up 119% at £1.5m (H1 2024: £0.7m).  Operating cash
conversion was also solid at 102% (H1 2024: 134%).

As a result, net debt at 30 June 2025 was £5.6m, having decreased by 22% from
£7.1m at 31 December 2024 and by 38% from £9.0m at 30 June 2024.

Consumer Legal Services

In our Consumer Legal Services division, revenue decreased modestly from
£11.4m to £11.0m in the Period.  This comprised a 5% reduction in revenues
from the Personal Injury businesses to £9.3m (H1 2024: £9.7m), which was
partly offset by the 7% revenue growth delivered in our Residential Property
business, Searches UK (H1 2025: £1.7m; H1 2024: £1.6m).

In Personal Injury, as management anticipated going into the year, we
experienced reduced demand for enquiries from our panel of third-party law
firms, resulting in a decrease in panel revenues of £1.3m.  However, that
was partially offset by £0.9m of growth in the revenues generated by our
integrated law firm, NAL.

Underlying operating profit increased by 89% in the first half to £1.6m (H1
2024: £0.8m) with the Group's Personal Injury business rebounding well to
£1.4m after the challenges of last year (H1 2024: £0.7m).  Management saved
£1.3m in marketing costs in the Period, and Searches UK remained steady
generating a profit of £0.2m (H1 2024: £0.2m).

After the deduction of £0.8m of profit attributable to members'
non-controlling interests in LLPs (H1 2024: £0.9m), and £0.1m of finance
income, profit before tax of the division increased by £0.8m to £0.8m (H1
2024: nil).

The division generated £1.7m of cash from operations in the Period (H1 2024:
£1.5m), and after deduction of drawings paid to LLP partners both the
Personal Injury (H1 2025: £0.5m; H1 2024: £0.4m) and Residential Property
(H1 2025: £0.2m; H1 2024: £0.2m) businesses were cash generative.  Cash
conversion was 109% (H1 2024: 179%), although this measure is before drawings
paid to LLP members.

Our strategy for growth in the personal injury market remains to build a
sustainable, integrated law firm, growing the value of claims we process
ourselves to generate higher returns.  At the start of the year, the Board
made changes to the Leadership Team in this business, and I implemented a new
Senior Management Team comprising of heads of departments to help drive change
in the business.  We reframed the division's strategy through seven key
strategic priorities, which include maximising the return on marketing spend;
growing value in NAL to fuel future profitability; realising the full panel
opportunity; delivering exceptional service to our customers; and generating
positive cash flow.

Whilst a more detailed update will be presented at the time of the annual
results, I'm pleased to report that good progress is being made in each of
these areas and this framework is already delivering results.

We have also invested in senior marketing resource and adopted a more targeted
approach to Google search; as well as increasing investment in organic search;
and developing more partnerships, all of which has reaped rewards.  As a
result, the team have returned enquiry acquisition costs to historical levels,
and the quality of the RTA and non-RTA leads generated in the Period have been
of a higher value than previous years.

In total, the business generated 6,552 enquiries in the Period (H1 2024:
11,304).  The mix of work comprised 30% RTA (H1 2024: 28%), 39% non-RTA (H1
2024: 43%) and 31% specialist (H1 2024: 29%).

A total of 2,200 new enquiries were passed to NAL for processing (H1 2024:
3,072), which represented 34% of the total compared to 27% last year.  This
cost £1.2m in marketing costs.  Whilst many of these enquiries will not
translate into winning claims this financial year, they further strengthen the
embedded value of NAL's book of claims, which will lead to future profits and
cash.  We estimate that these enquiries will be worth £2.9m  in future
revenues and cash by the time they mature.  This was lower than the number of
new enquiries placed into NAL last year, as the business sought to manage its
recovery in lead generation and short-term profitability (H1 2024: 3,072
enquiries costing £1.1m in marketing; worth an estimated £2.9m in future
revenue and cash).

Whilst the panel opportunity has reduced materially over the past ten years,
which led us to launch our own law firm in 2019 to process claims, we continue
to work with a number of high-quality, third-party law firms and a total of
2,742 enquiries were distributed to the panel in the first half of the year
(H1 2024: 6,286).  The Group also continued to distribute work to Law
Together LLP, our joint venture law firm, which is operated in partnership
with HCC Solicitors.  Law Together performed strongly in the Period and we
distributed 1,610 enquiries into the firm (H1 2024: 1,946 enquiries).

NAL had a strong six months.  The firm settled 1,648 claims in the Period (H1
2024: 1,911 claims) which generated £5.3m of cash, 32% more than the £4.0m
generated last year.  The business has been actively growing the number of
cases it litigates to drive higher settlements for our clients, and higher
revenues for the firm. This has contributed to a 57% increase in the average
value of claims settled compared to last year.  Accordingly, we have
increased our estimate for the value of existing claims across all cohorts of
our claims book by £1.1m.

As a result of the high number of settlements and a lower number of new
enquiries in the Period, NAL has ended the first half processing fewer
enquiries than it started with. At 30 June 2025, NAL was processing 7,530
ongoing claims (30 June 2024: 9,033 ongoing claims).  These claims represent
an embedded value to the business, being the future profits and cash to be
generated by processing them through to settlement.  We estimate that after
expensing the marketing costs to generate these claims and the processing
costs to date, our book of ongoing claims will generate future revenues of
£9.6m, future gross profits of £7.4m and future cash receipts of £13.1m.

Management have continued to reduce excess cost and have invested further in
technology this year, upgrading our case management system, and developing
solutions, including through artificial intelligence, to improve efficiencies
in our marketing and back-office processes.

Critical Care

In our Critical Care division, revenues increased by 2% to £8.2m (H1 2024:
£8.0m), of which around 43% was recurring revenue.  Underlying operating
profit increased by 1% to £2.6m (H1 2024: £2.6m) and operating profit
margins remained strong at 31.5% (H1 2024: 31.8%).  The business generated
£2.3m of cash from operations in the Period, up from £2.1m last year.

The business continued to experience high demand for its expert witness
services, with revenues for this service line growing 11% in the Period.  The
number of expert witness reports completed and issued to customers increased
by 13% to 719 (H1 2024: 636 reports) as the business grew its capacity by
successfully increasing its network of associate expert witnesses.  At 30
June 2025, we were working with 226 associates, up from 196 at the start of
the year.

This service line has maintained a strong pipeline of future work, with new
instruction numbers for expert witness reports broadly level with last year at
667 instructions (H1 2024: 687 instructions).

In case management services, the market has been more challenging.  Revenues
were down 9% and the business delivered 210 initial needs assessment reports
("INAs") in the Period (H1 2024: 261 INAs).  Instruction numbers, at 237,
were broadly unchanged from last year and at the end of the Period the
business was servicing 1,157 ongoing case management clients (H1 2024: 1,388)
that generate recurring revenue.

This reduction in case management revenue was down to two factors:

1)   Firstly, we have experienced a gradual decline in new instructions over
the past few years.  These drive INAs, the majority of which result in
ongoing case management.  Data from the last financial year suggest that new
instructions from insurers, in particular, fell by 28%, which appears to be
driving this trend.

2)   Secondly, we have witnessed an increase in the rate of discharges from
ongoing case management, which reduces the number of cases that our case
managers can work.

Management have taken several steps to address these challenges, including the
recruitment of a new account management role to better support insurer
customers and help increase instruction numbers; growing the number of
associate case managers, which has increased from 132 to 142 in the Period;
and implementing an improved triage processes for matching associates to new
enquiries which has helped to improve conversion rates from enquiry to
instruction.

However, the most promising new initiative is the introduction of the Bush
& Co. Kids proposition, which was launched at the end of last year.  This
service aims to deliver outstanding child-centred support for our clients,
that is safe and effective and gives the child or young person a greater voice
throughout their rehabilitation.  It is designed to complement our
partnership with the Child Brain Injury Trust, where together we offer the
UK's leading case management service focusing solely on childhood acquired
brain injury.

This increased focus on children and young people ("CYP") is strategically
important as CYP cases are generally more complex, and require more
specialised case management support, for longer.  This results in higher
levels of monthly billing and longer case durations.  Bush & Co. have
previously demonstrated the quality of their service in CYP cases, and this
increased focus should result in further growth in this important segment of
the market.

Elsewhere, Bush & Co. Care Solutions also had a good first half and grew
revenues by 26% to £0.4m.  The number of ongoing care packages, which result
in monthly recurring income, increased from 31 at 31 December 2024 to 34 at
the end of the Period.

On 19 June 2025, as reported, the Board concluded its review into the future
of the Group's Critical Care business without achieving a sale.  This process
resulted in some distraction and uncertainty for the business, but I am
pleased that this uncertainty has now been resolved and the team can return to
focusing on developing the proposition and growing the business.

Summary and outlook

In summary, I am pleased with the results for the first half of the year,
which were in line with the Board's expectations.  The Group performed well,
with strong growth in profits and a further reduction in net debt.

The turnaround in our Personal Injury business, and stabilisation of our lead
generation, has been particularly pleasing to witness.  However, whilst good
progress is being made and the business has returned to profitability, NAL
would require higher levels of investment in new enquiries and case processing
in order to reach its medium-term potential.

Since the conclusion of the Bush & Co. process, the Board has been working
with its advisers to explore alternative options to accelerate value for
shareholders.  Further work is required to develop these options and the
Board will update shareholders as and when appropriate.

Looking ahead in the short-term, trading in the Consumer Legal Services
division in July and August has been positive. We generated 2,452 new
enquiries, which equates to a monthly average that is 12% higher than in the
first half, but at a lower enquiry acquisition cost.  In NAL, cash collected
from settled claims grew slightly to £1.5m compared to £1.4m in the same
period last year.

In Critical Care, in July and August, we issued 230 expert witness reports,
compared to 239 last year, and 81 INA reports, compared to 88 last year.
Instruction levels were mixed over the summer, with 6% more expert witness
instructions being secured in July and August, but 30% fewer case management
instructions in the same period.  In September, we have further strengthened
the management team in Bush & Co. with the recruitment of a new Divisional
Finance Director who will support the actions we are taking to improve case
management performance and drive further growth.

Finally, net debt has fallen further to £5.5m at 31 August (30 June 2025:
£5.6m; 31 December: £7.1m).

Based on these results and our expectations for the rest of the year, the
Board is confident in delivering a full year outturn for the Group in line
with market expectations.

 

James Saralis

Chief Executive Officer

 

 

1.   Free cash flow is defined as net cash generated from operating
activities less net cash used in investing activities less payments made to
partner LLP members and less principal element of lease payments. This measure
provides management with an indication of the amount of cash available for
discretionary investing or financing after removing material non-recurring
expenditure that does not reflect the underlying trading operations.

 

                                                                             Unaudited  Unaudited 6 months                              Audited 12 months

                                                                             6 months   ended                                           ended

                                                                             ended      30 June                                         31 December 2024

                                                                             30 June    2024

                                                                             2025
 Statutory measure - net cash generated from operating activities            2.6        1.9                                             5.1
 Net cash used in investing activities (excluding disposal of subsidiary)    (0.0)      (0.1)                                           (0.2)
 Principal elements of lease payments                                        (0.1)      (0.2)                                           (0.2)
 Drawings paid to LLP members                                                (1.0)             (0.9)                                    (2.1)
 Net cash used in financing activities (before borrowings)                   (1.1)      (1.1)                                           (2.3)
 Free Cash Flow                                                              1.5        0.7                                             2.6

 

 

2.   Operating cash conversion is calculated as cash generated from
operations divided by operating profit. This measure allows management to
monitor the conversion of underlying operating profit into operating cash.

 

                                                        Unaudited  Unaudited 6 months  Audited 12 months

                                                        6 months   ended               ended

                                                        ended      30 June             31 December 2024

                                                        30 June    2024

                                                        2025
 Statutory measure - cash generation from operations    2.8        2.4                 6.6
 Cash flows relating to exceptional items               0.4        -                   0.2
 Underlying operating cash flow                         3.2        2.4                 6.8
 Statutory measure - operating profit                   3.2        1.8                 3.9
 Operating cash conversion                              101.8%     134.0%              173.2%

 

 

3.   Net debt is defined as cash and cash equivalents less interest-bearing
borrowings:

 

                                Unaudited  Unaudited 6 months  Audited 12 months

                                6 months   ended               ended

                                ended      30 June             31 December 2024

                                30 June    2024

                                2025
 Cash and cash equivalents      1.6        2.2                 1.9
 Interest bearing borrowings    (7.2)      (11.2)              (9.0)
 Net debt                       (5.6)      (9.0)               (7.1)

 

Consolidated statement of comprehensive income

for the 6 months ended 30 June 2025

 

                                                                           Unaudited

                                                                           6 months

                                                                           ended 30

                                                                           June 2025                  Audited

                                                                           £000        Unaudited      12 months

                                                                    Note               6 months       ended 31

                                                                                       ended 30       December 2024

                                                                                       June 2024      re-presented(1)

                                                                                       £000           £000

 Revenue                                                            2      19,209      19,394         38,805
 Cost of sales                                                             (9,622)     (10,284)       (20,432)
 Gross profit                                                              9,587       9,110          18,373
 Administrative expenses                                                   (6,420)     (7,295)        (14,431)
 Underlying operating profit                                               3,167       1,815          3,942
 Exceptional items:
 Impairment of goodwill                                                    -           -              (39,897)
 Transaction costs                                                  3      (185)       -              (397)
 Restructuring costs                                                3      -           -              (185)
 Operating profit/(loss)                                                   2,982       1,815          (36,537)
 Profit attributable to members' non-controlling interests in LLPs         (834)       (916)          (1,850)
 Financial income                                                          134         107            250
 Financial expense                                                  4      (334)       (505)          (958)
 Profit/(Loss) before tax                                                  1,948       501            (39,095)
 Taxation                                                           5      (520)       (168)          (195)
 Profit/(Loss) and total comprehensive income for the period               1,428       333            (39,290)

 

 

 

    Earnings per share (p) - Continuing operations       Unaudited  Unaudited 6 months  Audited 12 months

                                                         6 months   ended               ended

                                                         ended      30 June             31 December 2024 re-presented

                                                         30 June    2024

                                                         2025
 Basic earnings per share                             8  3.0        0.7                 (83.1)
 Diluted earnings per share                           8  2.9        0.7                 (83.1)

 

1.     The December 2024 results have been re-presented to reflect the
cessation of the Critical Care cash generating unit sales process. See Note 11
for further details.

 

All results relate to continuing operations (see Note 11).

 

 

 

Consolidated statement of financial position

At 30 June 2025

 

                                                                              Note  Unaudited as at 30 June  Unaudited as at  Audited

                                                                                    2025                     30 June          as at 31 December 2024 re-presented

                                                                                    £000                     2024             £000

                                                                                                             £000
 Non-current assets
 Goodwill                                                                           15,592                   55,489           15,592
 Other intangible assets                                                            646                      1,262            785
 Property, plant and equipment                                                      264                      343              290
 Right of use assets                                                                1,356                    1,620            1,488
 Deferred tax asset                                                                 20                       25               20
                                                                                    17,878                   58,739           18,175
 Current assets
 Trade and other receivables (including £4,843,000 (June 2024: £2,651,000;    6     27,675                   30,423           27,873
 December 2024: £4,443,000) due in more than one year)
 Cash and cash equivalents                                                          1,611                    2,194            1,855
                                                                                    29,286                   32,617           29,728
 Total assets                                                                       47,164                   91,356           47,903
 Current liabilities
 Trade and other payables                                                     7     (14,170)                 (15,818)         (14,784)
 Lease liabilities                                                                  (257)                    (248)            (252)
 Member capital and current accounts                                                (3,360)                  (3,685)          (3,492)
 Current tax liability                                                              (309)                    (315)            -
                                                                                    (18,096)                 (20,066)         (18,528)
 Non-current liabilities
 Lease liabilities                                                                  (1,141)                  (1,352)          (1,225)
 Other interest-bearing loans and borrowings                                        (7,178)                  (11,184)         (8,966)
 Deferred tax liability                                                             (56)                     (160)            (56)
                                                                                    (8,375)                  (12,696)         (10,247)
 Total liabilities                                                                  (26,471)                 (32,762)         (28,775)
 Net assets                                                                         20,693                   58,594           19,128

 Equity
 Share capital                                                                      120                      119              119
 Share option reserve                                                               5,475                    5,182            5,339
 Share premium                                                                      14,595                   14,595           14,595
 Merger reserve                                                                     (66,928)                 (66,928)         (66,928)
 Retained earnings                                                                  67,431                   105,626          66,003
 Capital and reserves attributable to the owners of NAHL Group plc                  20,693                   58,594           19,128

 

 

 

Consolidated statement of changes in equity

for the 6 months ended 30 June 2025

 

                                                             Share                        Share     Share     Merger    Retained   Total

                                                             capital                      option    premium   reserve   earnings   equity

                                                             £000                         reserve   £000      £000      £000       £000

                                                                                          £000
 Balance at 1 January 2025                                   119                          5,339     14,595    (66,928)  66,003     19,128
 Total comprehensive income for the period
 Profit for the period                                       -                            -         -         -         1,428      1,428
 Total comprehensive income                                  -                            -         -         -         1,428      1,428
 Transactions with owners, recorded directly in equity
 Issue of share capital                                      1                            -         -         -         -          1
 Share-based payments                                        -                            136       -         -         -          136
 Total transactions with owners recorded directly in equity  1                            136       -         -         -          137
 Balance at 30 June 2025                                     120                          5,475     14,595    (66,928)  67,431     20,693

 Balance at 1 January 2024                                   117                          4,985     14,595    (66,928)  105,293    58,062
 Total comprehensive income for the period
 Profit for the period                                       -                            -         -         -         333        333
 Total comprehensive income                                  -                            -         -         -         333        333
 Transactions with owners, recorded directly in equity
 Issue of share capital                                      2                            -         -         -         -          2
 Share-based payments                                        -                            197       -         -         -          197
 Total transactions with owners recorded directly in equity  2                            197       -         -         -          199
 Balance at 30 June 2024                                     119                          5,182     14,595    (66,928)  105,626    58,594

 Balance at 1 January 2024                                   117                          4,985     14,595    (66,928)  105,293    58,062
 Total comprehensive income for the year
 Loss for the year                                           -                            -         -         -         (39,290)   (39,290)
 Total comprehensive income                                  -                            -         -         -         (39,290)   (39,290)
 Transactions with owners, recorded directly in equity
 Issue of share capital                                      2                            -         -         -         -          2
 Share-based payments                                        -                            354       -         -         -          354
 Total transactions with owners recorded directly in equity  2                            354       -         -         -          356
 Balance at 31 December 2024                                 119                          5,339     14,595    (66,928)  66,003     19,128

Consolidated cash flow statement

for the 6 months ended 30 June 2025

 

                                                                    Note  Unaudited 6 months ended 30 June 2025  Unaudited 6          Audited

                                                                          £000                                   months ended         12 months ended 31 December 2024

                                                                                                                 30 June 2024 £000    £000
 Cash flows from operating activities
 Profit/(Loss) for the period                                             1,428                                  333                  (39,290)
 Adjustments for:
 Profit attributable to members' non-controlling interests in LLPs        834                                    916                  1,850
 Property, plant and equipment depreciation                               51                                     56                   115
 Right of use asset depreciation                                          132                                    132                  264
 Amortisation of intangible assets                                        168                                    582                  1,110
 Impairment of goodwill                                                   -                                      -                    39,897
 Financial income                                                         (134)                                  (107)                (250)
 Financial expense                                                        334                                    505                  958
 Share-based payments                                                     136                                    197                  354
 Taxation                                                                 520                                    168                  195
                                                                          3,469                                  2,782                5,203
 (Increase)/decrease in trade and other receivables                       (40)                                   79                   2,871
 Decrease in trade and other payables                                     (615)                                  (428)                (1,460)
 Cash generation from operations                                          2,814                                  2,433                6,614
 Interest paid                                                            (294)                                  (455)                (896)
 Interest received                                                        104                                    72                   181
 Tax paid                                                                 -                                      (165)                (817)
 Net cash generated from operating activities                             2,624                                  1,885                5,082

 Cash flows from investing activities
 Acquisition of property, plant and equipment                             (25)                                   (71)                 (78)
 Acquisition of intangible assets                                         (29)                                   (60)                 (111)
 Disposal of subsidiary                                                   59                                     59                   59
 Net cash used in investing activities                                    5                                      (72)                 (130)

 Cash flows from financing activities
 Repayment of borrowings                                                  (1,750)                                (500)                (2,750)
 Loan arrangement fees                                                    (61)                                   (65)                 (65)
 Issue of share capital                                                   1                                      2                    2
 Principal element of lease payments                                      (97)                                   (144)                (245)
 Drawings paid to LLP members                                             (966)                                  (923)                (2,050)
 Net cash used in financing activities                                    (2,873)                                (1,630)              (5,108)
                                                                          (244)                                  183                  (156)

 Net (decrease)/increase in cash and cash equivalents
 Cash and cash equivalents at beginning of period                         1,855                                  2,011                2,011
 Cash and cash equivalents at end of period                               1,611                                  2,194                1,855

 

 

Notes to the financial statements

 

1. Accounting policies

 

General Information

The interim results for the current and comparative period to 30 June have not
been audited or reviewed by auditors pursuant to the Auditing Practices Board
guidance of Review of Interim Financial Information.

 

These interim results do not comprise statutory accounts within the meaning of
Section 434 of the Companies Act 2006. Statutory accounts for the year ended
31 December 2024 were approved by the Board of Directors on 6 May 2025 and
delivered to the Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not contain an emphasis of matter paragraph and
did not contain any statement under Section 498 of the Companies Act 2006.

 

In preparing the interim results, the Board has considered the Group's ability
to continue as a going concern.  This assessment included a review of
management's financial forecasts, covering a range of potential scenarios. The
going concern assessment focuses on two key areas being the ability of the
Group to meet its debts as they fall due and being able to operate within its
banking facility. The Group has access to a £12.0m revolving credit facility
('RCF') with its bankers. In all of the scenarios the Group has modelled it
would have sufficient liquidity within its current RCF to meet its liabilities
as they fall due and would not need to access additional funding.

 

The condensed set of financial statements was approved by the Board of
Directors on 23 September 2025.

 

Basis of preparation

Profit or loss and other comprehensive income of subsidiaries acquired or
disposed of during the year are recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.

 

Statement of compliance

The interim results for the current and comparative period to 30 June have
been prepared in accordance with IAS 34 Interim Financial Reporting applied in
conformity with the requirements of the Companies Act 2006 and the AIM Rules
of UK companies.  They do not include all of the information required for
full annual financial statements and should be read in conjunction with the
financial statements of the Group for the year ended 31 December 2024, which
have been prepared in accordance with International Financial Reporting
Standards ("IFRS") in conformity with the requirements of the Companies Act
2006.

 

New and amended standards adopted by the Group

The following new or amended standards are applicable to the Group for the
current reporting period:

Amendments to IAS 21 - Lack of Exchangeability

 

None of the amendments above have had a material effect on the amounts
reported or disclosures included in the 2025 interim financial statements.

 

Use of judgements and estimates

The preparation of financial statements in conformity with IFRS requires
management to make judgements and estimates that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the year in which the estimates are
revised and in any future years affected.

 

In preparing the condensed set of financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were of the same type as those that
applied to the financial statements for the year ended 31 December 2024.

 

Significant accounting policies

The accounting policies used in the preparation of these interim financial
statements for the 6 months ended 30 June 2025               are
the accounting policies as applied to the Group's financial statements for the
year ended 31 December 2024.

 

Financial assets and liabilities

The Group's principal financial instruments comprise cash and cash
equivalents, trade and other receivables, trade and other payables

and interest-bearing borrowings.

 

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent
to initial recognition, trade and other receivables are stated at amortised
cost using the effective interest method, less any impairment losses
calculated in line with IFRS 9.

 

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to
initial recognition, trade and other payables are stated at

amortised cost using the effective interest method.

 

Cash and cash equivalents

Cash and cash equivalents comprise cash balances. Cash and cash equivalents
are repayable on demand and are recognised at their

carrying amount.

 

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less
attributable transaction costs. Subsequent to initial recognition,

interest-bearing borrowings are stated at amortised cost using the effective
interest method, less any impairment losses.

 

Recoverable disbursements and disbursements payable

Disbursement payables represent the balance of disbursements incurred in the
processing of personal injury claims. These disbursements will ultimately be
billed on settlement of a case or recovered from insurance if a case should
fail and so the recoverable disbursements represents the value of
disbursements still to be billed. Disbursement payables and receivables are
recognised initially at fair value and subsequent to initial recognition, are
stated at amortised cost using the effective interest method.

 

Member capital and current accounts

Member capital and current accounts represent the balances owed to
non-controlling members' in the LLPs. These consist of any capital advances
and unpaid allocated profits as at the period end. Members capital and current
accounts are classified as financial liabilities and are recognised initially
at fair value. Subsequent to initial recognition, members capital and current
accounts are stated at amortised cost using the effective interest method.

 

 

2. Operating segments

 

Geographic information

All revenue and assets of the Group are based in the UK.

 

Operating segments

The activities of the Group are managed by the Board, which is deemed to be
the Chief Operating Decision Maker (CODM). The CODM has identified the
following segments for the purpose of performance assessment and resource
allocation decisions. These segments are split along product lines and are
consistent with the prior year.

 

Consumer Legal Services - Revenue derived from two divisions being Personal
Injury and Residential Property. Within Personal Injury, revenue is generated
from   a) Marketing services - revenue from the provision of marketing
activities to generate enquiries which are panelled to our panel law firms,
based on a cost plus margin model;  b) Product Provision - consisting of
commissions received from product providers for the sale of additional
products by them to the panel law firms; c) Service provision (legal services)
- in the case of our ABS law firms and self- processing operation, National
Accident Law, revenue receivable from clients for the provision of legal
services. Within Residential Property, revenue is generated from: a) Expert
Reports - Searches UK provides search reports.

 

 

Critical Care - Revenue from the provision of expert witness reports and case
management support within the medico-legal framework for multi-track cases.

 

Shared Services - Costs that are incurred in managing Group activities or not
specifically related to a product.

 

Other items - Other items represent share-based payment charges and
amortisation charges on intangible assets recognised as part of business
combinations.

 

 

                                                                    Consumer         Critical Care  Shared services(1)  Other items(1)  Eliminations(2)  Total

                                                                    Legal Services   £000            £000               £000            £000             £000

                                                                    £000
 6 months ended 30 June 2025
 Revenue                                                            11,020           8,189          -                   -               -                19,209
 Depreciation and amortisation                                      (86)             (112)          (152)               -               -                (350)
 Underlying operating profit/(loss)                                 1,569            2,579          (845)               (136)           -                3,167
 Exceptional items                                                  -                -              (185)               -               -                (185)
 Operating profit/(loss)                                            1,569            2,579          (1,030)             (136)                            2,982
 Profit attributable to members' non-controlling interests in LLPs  (834)            -              -                   -               -                (834)
 Financial income                                                   92               30             12                  -               -                134
 Financial expenses                                                 -                -              (334)               -               -                (334)
 Profit/(loss) before tax                                           827              2,609          (1,352)             (136)           -                1,948
 Trade receivables                                                  1,672            6,017          -                   -               -                7,689
 Total assets(3)                                                    22,254           7,444          17,466              -               -                47,164
 Segment liabilities(3)                                             (14,848)         (1,852)        (2,228)             -               -                (18,928)
 Capital expenditure (including intangibles)                        (27)             (25)           (2)                 -               -                (54)

 6 months ended 30 June 2024
 Revenue                                                            11,368           8,026          -                   -               -                19,394
 Depreciation and amortisation                                      (110)            (76)           (171)               (413)           -                (770)
 Operating profit/(loss)                                            830              2,551          (894)               (672)           -                1,815
 Profit attributable to members' non-controlling interests in LLPs  (916)            -              -                   -               -                (916)
 Financial income                                                   99               -              8                   -               -                107
 Financial expenses                                                 -                -              (505)               -               -                (505)
 Profit/(loss) before tax                                           13               2,551          (1,391)             (672)           -                501
 Trade receivables                                                  2,344            6,394          -                   -               -                8,738
 Total assets(3)                                                    25,333           7,830          75,699              -               (17,506)         91,356
 Segment liabilities(3)                                             (16,639)         (1,602)        (2,862)             -               -                (21,103)
 Capital expenditure (including intangibles)                        (20)             (51)           -                   -               -                (71)

 12 months ended 31 December 2024
 Revenue                                                            22,918           15,887         -                   -               -                38,805
 Depreciation and amortisation                                      (202)            (166)          (339)               (782)           -                (1,489)
 Underlying operating profit/(loss)                                 2,004            4,862          (1,659)             (1,265)         -                3,942
 Impairment                                                         (39,897)         -              -                   -               -                (39,897)
 Exceptional items                                                  (185)            -              (397)               -               -                (582)
 Operating profit/(loss)                                            (38,078)         4,862          (2,056)             (1,265)         -                (36,537)
 Profit attributable to non-controlling interest members in LLPs    (1,850)          -              -                   -               -                (1,850)
 Financial income                                                   189              42             19                  -               -                250
 Financial expenses                                                 -                -              (958)               -               -                (958)
 Profit/(loss) before tax                                           (39,739)         4,904          (2,995)             (1,265)         -                (39,095)
 Trade receivables                                                  1,625            5,537          -                   -               -                7,162
 Total assets(3)                                                    22,835           7,410          17,658              -               -                47,903
 Segment liabilities(3)                                             (15,277)         (1,809)        (2,667)             -               -                (19,753)
 Capital expenditure (including intangibles)                        (68)             (121)          -                   -               -                (189)

 

1.             Shared services and Other items do not form part of
the operating segments of the Group. They include expenses incurred that
cannot be attributable to an operating segment.

2.             Eliminations represents the difference between the
cost of subsidiary investments included in the total assets figure for each
segment and the value of goodwill arising on consolidation.

3.             Total assets and segment liabilities exclude
intercompany loan balances as these are not included in the segment results
reviewed by the chief operating decision maker. Segment liabilities comprise
trade and other payables (June 2025: £14,170,000, June 2024: £15,818,000,
Dec 2024: £12,975,000), current lease liabilities (June 2025: £257,000, June
2024: £248,000, Dec 2024: £252,000), non-current lease liabilities (June
2025: £1,141,000, June 2024: £1,352,000, Dec 2024: £1,225,000) and member
capital accounts (June 2025: £3,360,000, June 2024: £3,685,000, Dec 2024:
£3,492,000).

 

 

 

3. Exceptional items

Exceptional items included in the statement of comprehensive income are
summarised below:

 

                                                            Unaudited 6 months ended 30 June 2025  Unaudited 6 months ended 30 June 2024  Audited 12 months ended 31 December 2024

                                                            £000                                   £000                                   £000
 Goodwill impairment(1)                                     -                                      -                                      39,897
 Transaction costs for potential Critical Care disposal(2)  185                                    -                                      397
 Personal Injury restructure(3)                             -                                      -                                      185
 Total                                                      185                                    -                                      40,479

 

1.             Impairment of the Goodwill allocated to the
Personal Injury cash generating unit.

2.             Costs incurred to date in relation to the disposal
of Critical Care. These include external legal and consultancy costs. This
process ended in June 2025 without a sale.

3.             Costs incurred in respect of payments for loss of
office as part of a management restructure in Personal Injury.

4. Financial expense

 

                                            Unaudited 6 months ended 30 June 2025  Unaudited 6 months ended 30 June 2024  Audited 12 months ended 31 December 2024

                                            £000                                   £000                                   £000
 Interest on bank loans                     294                                    454                                    857
 Amortisation of facility arrangement fees  23                                     29                                     61
 Interest on lease liabilities              17                                     22                                     40
 Total                                      334                                    505                                    958

 

Interest on bank loans consists of interest incurred in respect of a revolving
credit facility of £12m which is due to terminate on 31 December 2026.
Interest is payable at 2.45% above SONIA per annum. There have been no changes
to the terms of the revolving credit facility agreement since the year ended
31 December 2024 and details of the amounts outstanding in respect of this
facility are given in Note 10.

 

 

 

5. Taxation

                                                     Unaudited 6 months ended 30 June 2025  Unaudited 6 months   Audited 12 months ended 31 December 2024

                                                     £000                                   ended 30 June 2024   £000

                                                                                            £000
 Current tax expense
 Current tax on income for the year                  520                                    275                  475
 Adjustments in respect of prior years               -                                      -                    (79)
 Total current tax                                   520                                    275                  396

 Deferred tax credit
 Origination and reversal of timing differences      -                                      (107)                (201)
 Total deferred tax                                  -                                      (107)                (201)
 Total expense in statement of comprehensive income  520                                    168                  195
 Total tax charge                                    520                                    168                  195

 

Reconciliation of effective tax rate:

 

                                                                             Unaudited 6 months ended 30 June 2025  Unaudited 6 months   Audited 12 months ended 31 December 2024

                                                                             £000                                   ended 30 June 2024   £000

                                                                                                                    £000
 Profit/(Loss) for the period                                                1,428                                  333                  (39,290)
 Total tax expense                                                           520                                    168                  195
 Profit/(Loss) before taxation                                               1,948                                  501                  (39,095)

 Tax using the UK corporation tax rate of 25.0% (June 2024: 25.0%, December  487                                    125                  (9,774)
 2024:25.0%)
 Non-deductible expenses                                                     49                                     62                   10,162
 Adjustments in respect of prior years                                       -                                      -                    (79)
 Share scheme deductions                                                     (16)                                   (19)                 (114)

 Total tax charge                                                            520                                    168                  195

 

The Group's tax charge of £520,000 (June 2024: £168,000, December 2024:
£195,000) represents an effective tax rate of 26.7% (June 2024: 33.4%,
December 2024: 14.1% of underlying profit before tax). The effective tax rate
is higher than the standard corporation tax rate of 25.0% for the reasons as
set out above.

 

 

 

6.         Trade and other receivables

 

                                                      Unaudited 6 months ended 30 June 2025  Unaudited 6 months   Audited 12 months ended 31 December 2024

                                                      £000                                   ended 30 June 2024   £000

                                                                                             £000
 Trade receivables: receivable in less than one year  5,417                                  7,272                5,162
 Trade receivables: receivable in more than one year  2,272                                  1,466                2,000
 Accrued income: receivable in less than one year     6,465                                  10,076               7,346
 Accrued income: receivable in more than one year     2,571                                  1,185                2,443
 Other receivables                                    34                                     87                   93
 Prepayments                                          804                                    769                  746
 Corporation tax repayable                            -                                      -                    210
 Recoverable disbursements                            10,112                                 9,568                9,873
 Total                                                27,675                                 30,423               27,873

 

A provision against trade receivables and accrued income of £594,000 (June
2024: £470,000, December 2024: £558,000) is included in the figures above.

 

Trade receivables and accrued income receivable in greater than one year are
classified as current assets as the Group's working capital cycle is
considered to be up to 36 months as extended credit terms are offered as part
of some commercial agreements.

 

 

7. Trade and other payables

 

                                                Unaudited           Unaudited   Audited 12 months ended 31 December 2024

                                                6 months ended 30   6 months    £000

                                                June 2025           ended 30

                                                £000                June 2024

                                                                    £000
 Trade payables                                 1,121               1,985       1,209
 Disbursements payable                          6,232               6,554       6,297
 Other taxation and social security             1,247               1,243       1,186
 Other payables, accruals and deferred revenue  5,416               5,752       5,928
 Customer deposits                              154                 284         164
 Total                                          14,170              15,818      14,784

 

8. Earnings per share

 

The calculation of basic earnings per share at 30 June 2025 is based on a
profit attributable to ordinary shareholders of the parent company of
£1,428,000 (June 2024: profit of £333,000, December 2024: loss of
£39,290,000) and a weighted average number of Ordinary Shares outstanding of
47,657,689 (June 2024: 47,047,306, December 2024: 47,283,991).

 

 

Profit/(loss) attributable to ordinary shareholders

                                                                Unaudited                     Unaudited                     Audited

                                                                6 months ended 30 June 2025   6 months ended 30 June 2024   12 months ended

                                                                £000                          £000                          31 December 2024

                                                                                                                            £000

 Profit/(Loss) for the period attributable to the shareholders  1,428                         333                           (39,290)

 

Weighted average number of Ordinary Shares

 Number

                                                                   Unaudited 6 months ended   Unaudited 6 months ended 30 June 2024   Audited 12

                                                                   30 June 2025                                                       months ended

                                                                                                                                      31 December 2024
 Issued Ordinary Shares at start of period                         47,518,103                 46,894,697                              46,894,697
 Weighted average number of Ordinary Shares at end of period       47,657,689                 47,047,306                              47,283,991

 

Basic earnings per share (p)

                                    Unaudited 6 months ended 30 June 2025  Unaudited 6 months ended 30 June 2024  Audited 12

                                                                                                                   months ended

                                                                                                                  31 December 2024
 Group (p) - continuing operations  3.0                                    0.7                                    (83.1)

 

 

The Company operates share-based payment schemes to reward employees. As at 30
June 2025  and 30 June 2024 , there were potentially dilutive shares options
under the Group's share option schemes. The total number of options available
for these schemes included in the diluted earnings per share calculation as at
30 June 2025 was 1,597,340 and as at 31 June 2024 was 2,014,070. There are no
other diluting items. As at 31 December 2024, in line with IAS 33, as the
Group had a negative earnings per share, it is assumed there are no dilutive
shares.

 

 

Diluted earnings per share (p)

                                    Unaudited 6 months ended  Unaudited 6 months  Audited 12

                                    30 June 2025              ended               months

                                                               30 June 2024       ended

                                                                                  31 December 2024
 Group (p) - continuing operations  2.9                       0.7                 (83.1)

 

 

9. Dividends

No dividends were paid in 2024 and the Directors have recommended an interim
dividend in respect of 2025 of nil p (2024: interim dividend of nil p).

 

10. Changes in liabilities arising from financing activities

Net debt comprises cash and cash equivalents and secured bank loans. Secured
bank loans consist of a revolving credit facility of £12m which is due to
terminate on 31 December 2026. Repayments are made periodically depending on
the level of free cash flow generated by the Group. Interest is payable at
2.45% above SONIA per annum. There have been no changes to the terms of the
revolving credit facility agreement since the year ended 31 December 2024.

 

 

Set out below is a reconciliation of movements in interest-bearing loans and
borrowings arising from financing activities:

 

                                                                    Unaudited   Unaudited   Audited

                                                                    as at 30    as at 30    as at 31 December 2024

                                                                    June 2025   June 2024   £000

                                                                    £000        £000
 Net decrease from repayment of debt and debt financing             1,750       500         2,750
 Loan arrangement fees                                              61          65          65
 Movement in net borrowings resulting from cash flows               1,811       565         2,815
 Non-cash movements - net release of prepaid loan arrangement fees  (23)        (29)        (62)
 interest -bearing loans and borrowings at beginning of period      (8,966)     (11,719)    (11,719)
 Interest-bearing loans and borrowings at end of period             (7,178)     (11,183)    (8,966)

 

 

Set out below is a reconciliation of movements in lease liabilities during the
period:

                                                             Unaudited   Unaudited   Audited

                                                             as at 30    as at 30    as at 31 December 2024

                                                             June 2025   June 2024   £000

                                                             £000        £000
 Net outflow from decrease in lease liabilities              97          144         285
 Movement in net borrowings resulting from cash flows        97          144         285
 Non-cash movements arising from initial recognition of new  (18)        (22)        (40)

   lease liabilities, revisions and interest charges
 Lease liabilities at beginning of the period                (1,477)     (1,722)     (1,722)
 Lease liabilities at end of period                          (1,398)     (1,600)     (1,477)

 

Set out below is a reconciliation of movements in member capital during the
period:

                                                                   Unaudited   Unaudited   Audited

                                                                   as at 30    as at 30    as at 31 December 2024

                                                                   June 2025   June 2024   £000

                                                                   £000        £000
 Movement in member capital liabilities resulting from cash flows  966         923         2,050
 Non-cash movement: allocations of profits for the year            (834)       (916)       (1,850)
 Member capital liabilities at beginning of period                 (3,492)     (3,692)     (3,692)
 Member capital liabilities at end of period                       (3,360)     (3,685)     (3,492)

 

 

 

11. Discontinued Operations

 

Bush & Company
In 2024, the Board announced its intention to explore a potential sale of Bush
and Company which makes up its Critical Care operating segment and cash
generating unit. The Board considered the progress of the sales process with
reference to IFRS 5, Non-current assets held for sale and discontinued
operations and determined that the business met the criteria as held for sale
as at 31 December 2024. It was therefore presented as a discontinued operation
in the statement of financial position at that date.

 

Subsequently, on 19 June 2025, the Board announced that the process to dispose
of the Critical Care business, Bush & Co., had concluded without a sale.
The Board determined that at this point, the Critical Care cash generating
unit no longer met the criteria as held for sale and, in line with IFRS 5, the
prior period statement of comprehensive income has been re-presented to
include these results as a continuing operation and the statement of financial
position has been re-stated to declassify the assets and liabilities of Bush
& Co as Assets Held for Sale.

 

A reconciliation of the re-stated statement of financial position to the
amounts as previously reported is as follows:

 

                                                                    Note  31 December 2024         Re-classification  31 December 2024

                                                                          £000                                        £000

                                                                          as previously reported                      re-stated

 Non-current assets
 Goodwill                                                                 -                        15,592             15,592
 Other intangible assets                                                  177                      608                785
 Property, plant and equipment                                            236                      54                 290
 Right of use assets                                                      1,488                    -                  1,488
 Deferred tax asset                                                       20                       -                  20
                                                                          1,921                    16,254             18,175
 Current assets
 Assets classified as held for sale                                       22,377                   (22,377)           -
 Trade and other receivables                                        5     21,750                   6,123              27,873
 Cash and cash equivalents                                                1,855                    -                  1,855
                                                                          45,982                   (16,254)           29,728
 Total assets                                                             47,903                   -                  47,903
 Current liabilities
 Liabilities directly associated with the assets held for sale            (1,813)                  1,813              -
 Trade and other payables                                           6     (12,975)                 (1,809)            (14,784)
 Lease liabilities                                                        (252)                    -                  (252)
 Member capital and current accounts                                      (3,492)                  -                  (3,492)
                                                                          (18,532)                 4                  (18,528)
 Non-current liabilities
 Lease liabilities                                                        (1,225)                  -                  (1,225)
 Other interest-bearing loans and borrowings                              (8,966)                  -                  (8,966)
 Deferred tax liability                                                   (52)                     (4)                (56)
                                                                          (10,243)                 (4)                (10,247)
 Total liabilities                                                        (28,775)                 -                  (28,775)
 Net assets                                                               19,128                   -                  19,128

 Equity
 Share capital                                                            119                      -                  119
 Share option reserve                                                     5,339                    -                  5,339
 Share premium                                                            14,595                   -                  14,595
 Merger reserve                                                           (66,928)                 -                  (66,928)
 Retained earnings                                                        66,003                   -                  66,003
 Capital and reserves attributable to the owners of NAHL Group plc        19,128                   -                  19,128

 

 

 

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