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REG - Nexus Infrastructure - Interim Results

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RNS Number : 7179I  Nexus Infrastructure PLC  15 May 2025

15 May 2025

 

Nexus Infrastructure plc

("Nexus" or the "Group")

Interim results for the six months ended 31 March 2025

Solid progress in its strategic objectives delivered improved results

 

Nexus Infrastructure plc (AIM:NEXS), a leading provider of essential
infrastructure solutions, announces its interim results for the six months
ended 31 March 2025 (HY25).

 

Charles Sweeney, Chief Executive of Nexus, commented: "It has been an
encouraging first half for Nexus Infrastructure, during which we have
delivered notable progress against our three strategic objectives.

 

"Tamdown has experienced growth in both revenue and order book, we delivered
our first step in diversification through the acquisition of Coleman
Construction & Utilities, and our focus on financial delivery has once
again resulted in an improvement in Tamdown's gross margin - despite the
challenging market backdrop across the housebuilding sector. New work
generation in H2 has started well, with additional new contracts secured post
the period end, further increasing our order book.

 

"The Group continues to be well placed to benefit from the recovery of the
housebuilding sector. In addition, we can now look forward to the
opportunities which will arise from the significant increases in water sector
budgeted expenditure included in the AMP8 programme of works, beginning later
this year."

 

Financial Summary

 ·             Group revenue increased to £30.6m (HY24: £25.8m), in line with management
               expectations.
 ·             Revenue from Tamdown (housebuilding) increased to £27.8m (HY24: £25.8m),
               despite continuing headwinds in the sector and Coleman revenue (water)
               delivered £2.8m in the five months since acquisition.
 ·             Tamdown's order book grew to £80.8m (HY24: £72m). Further work to the value
               of £16m was secured in April.
 ·             Group operating loss of £1.1m (HY24: £1.3m loss) before exceptional items of
               £0.5m (HY24: £0)
 ·             Strong balance sheet with cash and cash equivalents of £9.6m (HY24 £9.3m).
 ·             Net assets £28.1m (HY24: 31.5m) reflecting a reduction in trade receivables
               including retentions.
 ·             An interim dividend of 1.0 pence per share will be paid to shareholders on the
               register on 23 May 2025.  The shares will go ex-dividend on 22 May 2025 with
               payment being made to shareholders on 27 June 2025.

 

Strategic Highlights

 ·             Reputation for focus on safety and quality of service has resulted in the
               award of several new contracts on large multi-phase developments.
 ·             Acquisition of Coleman Construction & Utilities Limited for an initial
               cash consideration of £3.1m, diversifying the Group's activities into new
               high potential sectors.
 ·             Integration of Coleman progressing well with operational efficiencies already
               being delivered as Coleman benefits from support from the wider Nexus Group.
 ·             Continued focus on driving operational efficiencies, with tight control on
               discretionary spend and cash management resulting in Tamdown improving gross
               margin to 13.6%.

 

Outlook

 ·             Post period end, Tamdown secured c £16.0m of further contracts and remains
               well placed to benefit from the upturn in the housebuilding sector which is
               seeing some early signs of recovery.
 ·             Coleman's focus in the water sector moves to the upcoming AMP8* period, as
               preparations begin for new projects starting in FY26. The division is also
               engaged in the CP7 rail sector delivery plan, which runs until March 2029,
               with both initiatives enhancing Nexus' long-term visibility.
 ·             The Group continues to consider further opportunities to diversify in sectors
               of critical infrastructure.

 

*An Asset Management Plan (AMP) period is a is a five-year regulatory cycle
period set by Ofwat to increase efficiencies in the water sector in England
and Wales. AMP8 is, the eighth cycle of this regulatory framework, which runs
until 2030. It sets out the financial and operational expectations for water
companies across England and Wales.

 

For more information, please contact:

 

 Nexus Infrastructure plc                                via Alma
 Charles Sweeney, Chief Executive Officer                nexus@almastrategic.com
 Dawn Hillman, Chief Financial Officer

 Zeus (Nominated Adviser and Sole Broker)                Tel: 020 3829 5000
 Antonio Bossi, James Hornigold (Investment Banking)
 Dominic King (Corporate Broking)

 Alma Strategic Communications                           Tel: 0203 405 0205
 Justine James                                           nexus@almastrategic.com
 Hannah Campbell
 Will Merison

 

 

Notes to Editors

 

Nexus is a leading provider of civil engineering infrastructure solutions
through its two subsidiaries: Tamdown Group Limited ("Tamdown") and Coleman
Construction & Utilities Limited ("Coleman").

 

Tamdown provides a range of civil engineering and infrastructure solutions to
the UK housebuilding sector, with operations focused on the South-East of
England and London. It has an established market-leading position, having been
in operation for over 48 years.

 

Coleman delivers civil engineering and building projects in the water, rail,
highways and rivers & marine sectors. Since its foundation in 2000, the
business has grown based on a reputation for quality of service and customer
satisfaction.

 
www.nexus-infrastructure.com
(https://protect.checkpoint.com/v2/r02/___http:/www.nexus-infrastructure.com/___.YzJlOm5leHVzaW5mcmFzdHJ1Y3R1cmVwbGM6YzpvOmEzMTdiMWUwN2I4NTBmYjY4ZmY3MTA3ZDBmNGJhYWI4Ojc6NDlkZToyMjRmMWJmNWE2ODEwNzZjODkxYzg3ZTA0NDQzNWQzZGI2MGE3MTM4YjhlYmJhMWZmYzQxODQ5ZWQwMDBlM2RlOnA6RjpU)

 

 

CEO Statement

 

Solid progress and M&A in HY25

 

Nexus made good progress in its strategic objectives and delivered improved
results in line with Board expectations, notwithstanding the global
uncertainties which have unsettled the UK economy. The Group has successfully
enhanced operational efficiencies and diversified its service offering to
position it for future growth.

 

Revenue for HY25 grew to £30.6m, an increase of 18.5% on HY24, with gross
margins also strengthening to 14.9% (HY24 13.5%). The figures included
improvements resulting from the actions taken on operating discipline and in
the management of costs, whilst continuing to provide high-quality services to
customers.

 

New contract awards were also encouraging. The housebuilding sector edged
upwards and Tamdown secured several new contracts, growing its order book to
£80.8m (HY24 £72m). Post the half-year end, further contracts have been
secured to the value of £16m. Safely delivering the very best level of
service remains vital to the success of the business, and the new wins are a
testament to the efforts of all involved.

 

The acquisition of Coleman Construction & Utilities Limited was completed
in October 2024 for an initial cash consideration of £3.1m. Operating in the
water, rail, highways, and rivers & marine sectors, Coleman has
diversified the Group's activities into new high potential sectors which are
less exposed to short-term economic pressures. Coleman's operations have
continued without disturbance and the business is benefiting from the support
being provided by Nexus.

 

Nexus continues to retain a strong balance sheet with cash and cash
equivalents of £9.6million (HY24 £9.3m). Maintaining a robust balance sheet
will continue to be a principal element of management's ethos into the future.

 

Overall, performance in the first half has been positive with revenue, gross
margins, order book and cash all ahead of HY24. This is in spite of the
economic uncertainties which have evolved in recent months.

 

Strategy

 

Nexus made progress on its core strategic objectives in HY25, all of which
will bring benefits to the Group in the years ahead:

 

Growing With Our Customers

 

Through quality of service and attention to detail, Tamdown has continued to
grow relationships with the national housing developers on large multi-phase
schemes which often last between five and ten years.

 

Tamdown works with longstanding customers including Taylor Wimpey, Bellway,
Vistry and Persimmon to name a few, and has made good progress in the first
half. Through its quality of service and longstanding, loyal customer base
Tamdown won new contracts on several multi-phase projects. This momentum is
reflected in the growth of the order book which increased by 11.1% to £80m
versus £72m in HY24.

 

The fundamentals remain strong for the sector and with the market showing some
early signs of recovery. This has been illustrated in the order book uptick.
Tamdown continues to be well placed to benefit from a recovery in the
housebuilding sector.

 

Expanding Our Market

 

During HY25, Nexus successfully completed the acquisition of Coleman.
Integration is progressing well with operational efficiencies already being
delivered as Coleman benefits from support from the wider Nexus Group. Coleman
has performed in line with management expectations in the first half,
delivering gross margins of c28%.

 

Many of Coleman's projects are related to high-profile long-term frameworks,
such as the AMP programmes (Asset Management Plan) in the water sector. The
Coleman team is completing the final phases of the longstanding AMP7 project
and attention now turns to the new AMP8 period*.   Preparation for AMP8 is
underway, with projects expected to start late Q4 with a significant increase
in activities in FY26.

 

The Group continues to review other opportunities for diversification and will
evaluate future opportunities in a considered manner.

 

Focus on Financial Delivery

 

As outlined above, Nexus made good progress in successfully driving
operational efficiencies by focussing on operating discipline and the
management of costs, whilst delivering high-quality services.

 

By working closely with supply chain partners, the businesses continue to seek
better ways to prepare, plan and execute projects in the most cost effective,
safe and efficient ways.

 

Whilst the whole sector continues to face cost inflation in labour, plant and
materials, efforts in this area have reaped rewards with the Group improving
its gross margins.

 

Summary

 

Positive strides have been made across the three strategic objectives during
the first half.

 

Tamdown revenues, gross margins and order book have all increased and with the
gradual improvement of the housebuilding sector, it is anticipated that
further progress will be achieved in the second half of the year.

 

With the addition of Coleman, Nexus is now active in other areas that are
critical to UK infrastructure. The water and rail sectors have pre-agreed
budgets for capital expenditure within cycle periods each of at least five
years. The Group's activities are now much more diversified bringing greater
assurance of future sustainable growth.

 

Nexus continues to be prudent in its approach to business and will maintain a
strong balance sheet to enable assured growth into the future.

 

Charles Sweeney

Chief Executive Officer

14 May 2025

 

 

CFO Review

 

HY25 Overview

 

Group revenue for the period increased to £30.6m (H1 2024: £25.8m) including
5 months revenue from Coleman Construction following the acquisition at the
end of October.  The Group's gross profit margin increased to 14.9% (H1 2024:
13.5%) and the operating loss reduced to £1.1m before exceptional items
reflecting the continual focus on operational and cost control.

 

Cash was £9.6m (H1 2024: £9.3m) supported by the focus on reducing debtor
and retention balances. The Group will see working capital requirements
increase over the coming months due to the recent work won by Tamdown. The
start of the AMP 8 programme by Coleman will also draw on working capital
towards the end of 2025 and into 2026.

 

The Board is maintaining its dividend policy and will be paying a 1 pence per
share interim dividend on 27 June 2025.

 

Tamdown's order book was £80.8m (H1 2024: £72m) at the end of the period and
has continued to grow post period end with a further £16m secured.

 

Revenue

 

Revenue is split between the housing (Tamdown) and water (Coleman) sectors
reflecting the Group's diversification strategy.

 ·             Tamdown's revenue for the period was £27.8m (H1 2024: £25.8m) an increase of
               7.8% from 2024.
 ·             Coleman's revenue for the five months ended 31 March 2025 was £2.8m.

 

Gross Profit

 

The Group's gross profit has increased by 31%.  Tamdown continues to control
operating costs and focus on increasing the gross profit margin.  Coleman's
gross profit margin shows the positive impact to the Group from this sector.

 ·             Tamdown gross profit £3.8m (H1 2024: £3.5m) an increase of 9%.
 ·             Tamdown gross profit margin 13.6% (H1 2024: 13.5%).
 ·             Coleman gross profit £0.8m with the gross profit margin at 28.6%.

 

Loss/Profit before tax and exceptionals

 

The Group's operating loss before exceptionals was £1.1m (H1 2024: loss
£1.3m).

 ·             Tamdown operating loss increased to £364k (H1 2024: loss £256k).
 ·             Coleman operating profit for the five months £100k.
 ·             Nexus administrative expenses excluding exceptionals £833k (H1 2024: £1m).

 

The Tamdown business is set up for the expected increase in revenue which will
be coming through from the order book.  The delays incurred from securing the
work has meant that the loss has increased in H1 as resource has been focused
on pricing new contracts.

 

Exceptional costs of £502k have been incurred by Nexus Infrastructure for the
acquisition of Coleman Construction & Utilities Ltd.  These costs relate
to professional fees for due diligence and legals.

 

Proposed dividend per share (p)

 

The Board is declaring an interim dividend of 1 pence per share being paid on
27 June 2025 to shareholders on the register at the close of business on 23
May 2025.  The shares will go ex-dividend on 22 May 2025.

 

Total dividend per share

 

The Board is pleased to maintain its dividend policy and has declared an
interim dividend of 1 pence per share for the third consecutive year.  (H1
2024: 1 p per share, H1 2023: 1 p per share).

 

The total dividend per share for FY 2024 was 3 p per share and for FY 2023 3 p
per share.

 

Working Capital

 

Working capital has increased by £960k.  There has been a significant
reduction in trade receivables due to the operational actions taken including
the appointment of a Commercial Director.  Both trade receivables and
retentions have reduced creating a positive impact to working capital.

 

Cash

 

The Group cash balance at H1 2025 is £9.6m (H1 2024: £9.3m) an increase of
3% from 2024.  Cash has benefited from the focus on reducing trade
receivables and retentions.  The cash balance is in a positive place to
support working capital requirements of the increase in order book for Tamdown
and Coleman when AMP 8 programmes come through.

 

Order book

 

Tamdown's order book has increased by 12% to £80.8m (H1 2024: £72m).
Further work to the value of £16m was secured in April 2025.

 

Acquisition

 

The acquisition of Coleman Construction & Utilities Ltd completed on 29
October 2024. The accounts at 31 March 2025 include 5 months of trading for
Coleman. This includes revenues of £2.8m, gross profit of £0.8m and
operating profit of £0.1m as AMP 7 contracts conclude. Revenues from AMP 8
are expected to start from Q4 FY2025 with a significant increase during 2026.

 

Outlook

 

With an increased order book to start H2 2025, Tamdown expects to see an
increase to revenue during the second half of the year.  Despite the loss in
the first half of the year, this is not expected to be repeated in the second
half with the increased revenues.

 

Coleman will continue to conclude the works on AMP 7 projects and start
initial works on AMP 8 projects.

 

The Group's cash position will continue to support the businesses as they
start to see an increase in activity.

 

Dawn Hillman

Chief Financial Officer

14 May 2025

 

 

 

Condensed consolidated statement of comprehensive income for the six months to
March 2025

                                                                                  Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                                            Note  £'000                                  £'000                                  £'000
 Revenue                                                                    2     30,615                                 25,838                                 56,713

 Cost of Sales                                                                    (26,050)                               (22,338)                               (49,049)

 Gross profit                                                                     4,565                                  3,500                                  7,664

 Administrative expenses                                                          (5,670)                                (4,760)                                (9,640)
 Impairment loss                                                                  -                                      -                                      (1,789)
 Other Income                                                                     -                                      -                                      1,819

 Operating (loss)/profit before exceptional items                                 (1,105)                                (1,260)                                (1,946)
 Exceptional items                                                          4     (502)                                  -                                      (279)

 Operating (loss)/profit                                                          (1,607)                                (1,260)                                (2,225)

 Finance income                                                                   68                                     98                                     151
 Finance expense                                                                  (326)                                  (314)                                  (690)

 (Loss)/profit before tax                                                         (1,865)                                (1,476)                                (2,764)

 Taxation                                                                   5     -                                      37                                     -

 (Loss)/profit and total comprehensive income for the year attributable to        (1,865)                                (1,439)                                (2,764)
 equity holders of the parent

 (Losses)/earnings per share (pence per share)

 Basic (p per share) - total operations                                     7     (20.64)                                (15.93)                                (30.60)
 Diluted (p per share) - total operations                                         (20.64)                                (15.93)                                (30.60)

 

Condensed consolidated statement of financial position as 31 March 2025

                                                       Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                       £'000                                  £'000                                  £'000
 Non-current assets
 Property, plant and equipment                         6,467                                  5,767                                  5,079
 Right of use assets                                   10,113                                 9,954                                  10,273
 Goodwill                                              4,584                                  2,361                                  2,361
 Deferred tax Asset                                    -                                      4                                      -
 Total non-current assets                              21,164                                 18,085                                 17,713

 Current assets
 Inventories                                           -                                      44                                     -
 Trade and other receivables                           18,304                                 24,602                                 21,836
 Contract assets                                       4,341                                  3,987                                  2,647
 Corporation tax asset                                 -                                      78                                     -
 Cash and cash equivalents                             9,596                                  9,232                                  12,801
 Total current assets                                  32,241                                 37,943                                 37,284
 Total assets                                          53,405                                 56,028                                 54,997

 Current liabilities
 Trade and other payables                              11,402                                 12,804                                 13,568
 Contract liabilities                                  1,779                                  469                                    266
 Lease liabilities                                     1,855                                  1,790                                  1,531
 Corporation tax liability                             265                                    -                                      12
 Total current liabilities                             15,301                                 15,063                                 15,377

 Non-current liabilities
 Lease liabilities                                     9,930                                  9,390                                  9,638
 Deferred tax liabilities                              57                                     2                                      -
 Toal non-current liabilities                          9,987                                  9,392                                  9,638
 Total liabilities                                     25,288                                 24,455                                 25,015

 Net assets                                            28,117                                 31,571                                 29,982

 Equity attributable to equity holders of the Company
 Share capital                                         181                                    181                                    181
 Share premium account                                 9,419                                  9,419                                  9,419
 Retained earnings                                     18,517                                 21,971                                 20,382

 Total equity                                          28,117                                 31,571                                 29,982

 

Condensed consolidated statement of changes in equity for the six months to
March 2025

                                            Share capital  Share premium account  Retained earnings  Total
                                            £'000          £'000                  £'000              £'000
 Equity as at 1 October 2023 (audited)      181            9,419                  23,410             33,010

 Profit for the period                                                            (2,764)            (2,764)
 Total comprehensive income for the period                                        (2,764)            (2,764)

 Transactions with owners
 Dividend paid                                                                    (271)              (271)
 Share buyback
 Share based payments
 Issue of share capital

 Equity as at 30 September 2024 (audited)   181            9,419                  20,382             29,982

 Profit for the period                                                            (1,865)            (1,865)
 Total comprehensive income for the period                                        (1,865)            (1,865)

 Transactions with owners
 Dividend paid

 Equity as at 31 March 2024 (unaudited)     181            9,419                  18,517             28,117

 

Condensed consolidated statement of cashflows for the six months to 31 March
2025

                                                                     Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                                     £'000                                  £'000                                  £'000
 Cash flow from operating activities
 Profit before tax                                                   (1,865)                                (1,439)                                (2,764)
 Adjusted by:
 Profit on disposal of property, plant and equipment - owned         2                                      (146)                                  (153)
 Share based payments                                                -                                      -                                      -
 Finance expense                                                     327                                    314                                    690
 Finance income                                                      (68)                                   (99)                                   (151)
 Depreciation of property, plant and equipment - owned               398                                    937                                    745
 Depreciation of property, plant and equipment - right of use        879                                    439                                    1,882
 Operating profit/(loss) before working capital changes              (327)                                  6                                      249

 Working capital adjustments:
 Decrease/(Increase) in trade receivables                            5,930                                  (579)                                  1,443
 Decrease/(Increase) in contract assets                              (1,694)                                (1,203)                                138
 (Increase) in inventory                                             -                                      -                                      44
 Decrease/(Increase) in trade and other payables                     (1,012)                                (2,671)                                (1,144)
 Decrease/(Increase) in trade and contract liabilities               (158)                                  (140)                                  (261)
 Cash (used in) / generated from operating activities                2,739                                  (4,586)                                468

 Interest paid                                                       (327)                                  (28)                                   (690)
 Taxation paid                                                       (180)                                  -

 Net cash (used in) / generated from operating activities            2,232                                  (4,614)                                (221)

 Cash flow from investing activities:
 Purchase of property, plant and equipment - owned                   (1,124)                                (217)                                  (801)
 Purchase of property, plant and equipment - right of use            (357)                                  (366)                                  -
 Proceeds from sale of property, plant and equipment - owned         11                                     480                                    513
 Proceeds from sale of property, plant and equipment - right of use  1                                      -                                      -
 Investment in acquisition                                           (4,276)                                -                                      -
 Interest received                                                   68                                     98                                     151
 Net cash generated from/(used) in investing activities              (5,677)                                (4)                                    (137)

 Cash flow from financing activities
 Principal elements of lease repayments                              241                                    (775)                                  (1,196)
 Dividend payment                                                    -                                      -                                      (271)
 Net cash (used in) / generate from financing activities             241                                    (775)                                  (1,467)

 Net change in cash and cash equivalents                             (3,205)                                (5,394)                                (1,825)

 Cash and cash equivalents at the beginning of the year              12,801                                 14,626                                 14,626
 Cash and cash equivalents at the end of the period                  9,596                                  9,232                                  12,801

 

Notes to the condensed consolidated financial statements

For the six months to 31 March 2025

1.    Basis of preparation and accounting policies

The interim report of the Group for the six months ended 31 March 2025 has
been prepared in accordance with UK-adopted IAS 34 "Interim financial
Reporting" and the AIM Rules for Companies.

The interim report does not constitute financial statement as defined in
Section 434 of the Companies Act 2006 and is neither audited nor reviewed. It
should be read in conjunction with the Report and Accounts for the year ended
30 September 2024, which is available upon request from the Group's registered
office, Nexus Park, Avenue East, Skyline 120, Great Notley, Braintree, Essex
CM77 7AL or can be downloaded from the website www.nexus-infrastructure.com
(http://www.nexus-infrastructure.com/) .

The comparative information for the financial year ended 30 September 2024
does not constitute statutory accounts as defined in section 434 of the
Companies Act 2006. A copy of the statutory accounts for that year has been
reported on by the Company's auditor and delivered to Regsitrar of Companies.
The report of the auditor was (i) unqualified, (ii) did not include a
reference to any matters which the auditor drew attention by the way of
emphasis without qualifying their report and (iii) did not contain statements
under section 498 (2) or (3) of the Companies Act 2006.

The interim report has been prepared on the basis of the accounting policies
as set out in the Report and Accounts for the year ended 30 September 2024.

In preparing this interim report, the significant estimates and judgement made
by the Directors in applying the Group's accounting policies and financial
risk management objectives were the same as those set out in the Report and
Account for the year ended 30 September 2024.

Going concern

In determining the appropriate basis of preparation of the interim report, the
Directors are required to consider whether the Group can continue in
operational existence for the foreseeable future. After making enquiries, the
Directors have a reasonable expectation that the Group has adequate resources
to continue in operational existence for at least 12 months from the date of
this report. Accordingly, they continue to adopt the going concern basis in
preparing the interim report.

2. Revenue

Revenues from external customers are generated from the supply of services
relating to construction contacts. Revenue is recognised over time in the
following divisions:

                                  Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                  £'000                                  £'000                                  £'000
 Segment revenue                  30,615                                 25,838                                 56,713
 Revenue from external customers  30,615                                 25,838                                 56,713

 Timing of revenue recognition
 Over time                        30,615                                 25,838                                 56,713

 Customer Type
 Residential                      27,853                                 25,838                                 56,713
 Non-residential                  2,763                                  -                                      -

 

3.    Segment analysis

The group has two operating divisions under the control of the Executive
Board, which is identified as the Chief Operating Decision Marker as defined
under IFRS8: Operating Segments.

·      Tamdown

·      Coleman

All of the group's operation are carried out entirely within the United
Kingdom.

Segment information about the Groups' operations is presented below:

                                                                               Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                                               £'000                                  £'000                                  £'000
 Revenue
 Tamdown                                                                       27,853                                 25,838                                 56,713
 Coleman                                                                       2,763                                  -                                      -
 Total Revenue                                                                 30,615                                 25,838                                 56,713

 Gross Profit
 Tamdown                                                                       3,788                                  3,499                                  7,664
 Coleman                                                                       778                                    -                                      -
 Total gross profit                                                            4,565                                  3,499                                  7,664

 Operating (loss) / profit from continuing operations after exceptional items
 Tamdown                                                                       (364)                                  (256)                                  (353)
 Group administrative expenses                                                 (1,335)                                (1,004)                                (1,863)
 Coleman                                                                       100
 Nexus Park Ltd                                                                (8)                                    -                                      (9)
 Total operating (loss) after exceptional items                                (1,607)                                (1,260)                                (2,225)

 

4.    Exceptional items

                    Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                    £'000                                  £'000                                  £'000
 Redundancy costs   -                                      -                                      279
 Acquisition costs  (502)                                  -                                      -

 

5.    Taxation

Where applicable, taxation is recognised based on management's estimate of the
weighted average effective annual tax rate expected for the full financial
year. The estimated effective tax rate applied to the pre-tax income for
Coleman Construction & Utilities Ltd pre-acquisition profits for the six
months ended 31 March 2025 is 25%.

 

The group has unused tax losses which will offset any corporation tax charges
for the remainder of the subsidiaries.

 

6.    Dividends

                                                                     Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                                     £'000                                  £'000                                  £'000
 Amounts recognised as distributions to equity holders:
 Interim dividend for the yar end 30 September 2024 of 1p per share  -                                      -                                      90
 Final dividend for the yar end 30 September 2023 of 2p per share    -                                      -                                      181
                                                                     -                                      -                                      271

 

A final dividend payment for the year ended 30 September 2024 of 2p per share
was approved by shareholders at a general meeting on 12/03/25 and was paid to
shareholders on 17/04/25. This has not been included as a liability in these
financial statements. The final dividend paid was £181k.

The board is declaring an interim dividend of 1 pence per share. The interim
dividend will be paid on 27/06/25 to shareholders on the register at the close
of business on 23/05/25 The shares will go ex-dividend on 22/05/25.

7.    Earning per share

Basic earnings per share is calculated by dividing the profit attributable to
equity shareholders of the Company by the weighted average number of shares in
issue for the year.

Diluted earnings per share is calculated by adjusting the weighted average
number of shares in issue for the year to assume conversion of all dilutive
potential shares.

The calculation of the basic and diluted earnings per share is based on the
following data:

                                                                            Unaudited Six months to 31 March 2025  Unaudited Six months to 31 March 2024  Audited Year ended 30 September 2024
                                                                            £'000                                  £'000                                  £'000
 Weighted average number of shares in issue for the year                    9,034                                  9,034                                  9,034
 Effect of dilutive potential ordinary shares:
 Share options (number)                                                     -                                      -                                      -
 Weighted average number of shares for the purpose of diluted earnings per  9,034                                  9,034                                  9,034
 share
 Profit attributable to equity shareholders                                 (1,865)                                (1,439)                                (2,764)
 Basic (losses)/earnings (p per share)                                      (20.64)                                (15.93)                                (30.60)
 Diluted (losses)/earnings (p per share)                                    (20.64)                                (15.93)                                (30.60)

 

8.     Related Party Transactions

The Group's key management personnel are the Executive and Non-Executive
Directors, as identified in the Annual Roert for the year ended 30 September
2024.

 

Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated in full on consolidation.

 

Statement of Directors responsibilities

 

The Directors confirm, that, to the best of our knowledge:

 

 ·             The condensed set of financial statements has been prepared in accordance with
               UK-adopted IAS 34 "Interim Financial Reporting"; and
 ·             The condensed set of financial statement has been prepared in accordance with
               the rules of the London Stock Exchange for companies trading securities on
               AIM.

 

9.    Business Combinations

 

On 29 October 2024 the group acquired 100% of the issued shares in Coleman
Construction & Utilities Ltd, a civil engineering and construction
business trading in the water, rail, highways  and rivers & marine
sectors, for a consideration of £5.38m.

 

The operating results and assets and liabilities of the acquired company have
been included in consolidation from 30 October 2024.

 

Details of the consideration transferred are:

 

 Purchase consideration                          £'000
 Cash paid                                       3,263
 Contingent consideration
 Settlement of inter-company balances and loans  817
 Deferred cash consideration to a maximum of     1,300
 Total purchase consideration                    5,380

 

The provisionally determined fair values of the assets and liabilities of
Coleman Construction & Utilities Limited as at the date of acquisition are
as follows:

 

                                   £'000
 Cash and cash equivalents         548
 Property, plant and equipment     688
 Receivables                       2,997
 Payables                          (990)
 Borrowings                        (34)
 Net deferred tax assets           (58)
 Net identifiable assets acquired  3,151
 Add: Goodwill on acquisition      2,229
 Net assets acquired               5,380

 

 

 

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