REG - Norman Broadbent PLC - Final Results
Yesterday 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260325:nRSY9833Xa&default-theme=true
RNS Number : 9833X Norman Broadbent PLC 25 March 2026
Norman Broadbent plc
("Norman Broadbent", the "Company" or the "Group")
Final results
Record financial performance for FY25; disciplined investment in growth as we
start FY26
Norman Broadbent (AIM: NBB), a leading Executive Search and Interim
Management firm, is pleased to announce its audited final results for the year
ended 31 December 2025 ("FY 2025").
Financial Highlights
The table below summarises the financial results for the Group:
12 months ended 31 Dec 2025 12 months ended 31 Dec 2024
£m (audited) £m (audited) Percentage growth
Net Fee Income(( 1 )) 12.3 9.3 32%
Underlying EBITDA(( 2 )) 1.3 0.3 333%
EBITDA margin 11% 3% -
Profit/(loss) for the period 0.6 (0.2) -
Net cash/(debt)(3) 1.5 0.1 1400%
( 1 ) Net Fee Income is equivalent to Gross Profit, being revenue less cost
of sales
( 2 ) Excludes share based payment charges and restructuring costs
( 3 ) Excludes lease liabilities
· NFI of £12.3m and underlying EBITDA(2) of £1.3m reflects the
strongest trading performance in over a decade against a tough market backdrop
and delivers on the medium-term EBITDA target set four years ago
· £0.8m improvement in PBT compared with FY24 reflects productivity
enhancements and cost discipline and highlights the operating leverage of the
business as it scales
· Net cash generated by operations of £1.9m reflects strong trading
and a focus on working capital management
· Year-end net cash(3) of £1.5m is a £1.4m positive swing from FY24
reflecting the cash generative nature of the business as EBITDA grows and is
after full repayment of the CBILS loan in 2025
Kevin Davidson, CEO of Norman Broadbent, said:
"With the FY25 results we have both completed the turnaround phase of our
strategy and delivered on our medium-term underlying EBITDA target of £1.25
million. This performance was achieved against a backdrop of macroeconomic
uncertainty and I am grateful for the dedication of the entire team in closing
out a successful 2025.
In a market where the outlook remains uncertain, particularly with the
backdrop of geopolitical uncertainty in the Middle East, we will continue to
focus on controlling what we can control and on building our business in line
with our ambitious growth strategy. Consistent with this plan, we made further
investment in headcount in the first quarter and we were also delighted to
complete the acquisition of Society Limited, strengthening our presence in
sectors that are naturally aligned with our long-term growth plans. After an
exceptionally strong fourth quarter to close 2025, the team is also focused on
building the pipeline to achieve our objectives for the current financial
year.
Whilst progress in this market environment will be non-linear, we have a
strong balance sheet, a business that has proven itself in tough markets and a
strategic plan that is delivering results. We have transformed the business
financially, restored our reputation as a trusted partner at the top end of
executive search and strengthened the Norman Broadbent operating platform. As
we drive the business forward through the next stage of our growth plan, our
future success will continue to be based on our resolute focus on disciplined
investment to drive NFI growth and on operational efficiency. This will be
underpinned, as always, by our values-based culture and an unwavering
commitment to client satisfaction."
Copies of this announcement are available on the Company's website, at
www.normanbroadbent.com (http://www.normanbroadbent.com)
Investor Presentation:
CEO Kevin Davidson and CFO Mehr Malik will host a virtual presentation and
Q&A session open to all existing and potential shareholders at 11am this
morning. To register to attend, please use the following link:
https://www.investormeetcompany.com/norman-broadbent-plc/register-investor
(https://www.investormeetcompany.com/norman-broadbent-plc/register-investor)
Contacts:
Norman Broadbent plc Via Gracechurch Group
Kevin Davidson, CEO
Mehr Malik, CFO
Cavendish Capital Markets Limited (Nominated Adviser and Broker) +44 (0)20 7220 0500
Julian Blunt, Seamus Fricker, Andrea Callaghan - Corporate Finance
Jasper Berry, Matt Lewis - Sales / Corporate Broking)
Gracechurch Group (Financial Media & Investor Relations ) +44 (0)20 4582 3500
Murdo Montgomery normanbroadbent@gracechurchpr.com (mailto:normanbroadbent@gracechurchpr.com)
Tommy Bryson
Anysia Virdi
About Norman Broadbent:
Norman Broadbent (AIM: NBB) is a professional services firm focused on
executive search, senior interim management solutions and bespoke leadership
advisory services working across the UK and internationally.
Established as the first UK-headquartered search firm in 1979, the firm has a
40+ year track record of shaping leadership across industries including
Consumer, Financial Services, Industrials, Life Sciences, Investor and TMT.
www.normanbroadbent.com
(https://url.avanan.click/v2/___http:/www.normanbroadbent.com___.YXAxZTpzaG9yZWNhcDphOm86OTdhMTRmYzIzZWY1YzM5MDNmNTdhN2E3NGVmZjI1OGI6NjpjYTk0OjY2MDg2Zjg4M2UxOTVmMGJiZDJkMTg4MTNhYjhhODAyNGRhZjkyMDIwNWMyZTE0YTRiOTZlNGIzZDNjMjU5N2Y6cDpU)
Chair's Statement
In 2025, once again the macro-economic conditions meant that the recruitment
industry continued to suffer adverse conditions across many sectors. Despite
this the team from Norman Broadbent delivered an exceptional performance in
the year to complete the planned 4-year turnaround strategy and rebuild of the
company organically. NFI increased 32% year on year to £12.3 million and
underlying EBITDA(2) was up to £1.3 million, an incredible year on year
increase of 333%, highlighting the exceptional performance.
Again 2025 saw a continued transformation across the company with no let up in
the investment in headcount and systems. 2025 results are a testament to the
hard work put in by the whole team over the previous 4 years.
Over the last 4 years NFI has been increased 108% and underlying EBITDA(2) had
a positive swing of £1.6 million. A stand out performance by any standards.
The culture of the company is one of teamwork, inclusion, working to the
highest standards and quality, to deliver our services efficiently and
effectively. This culture has been integral in delivering our results and
retaining our customers. It is encouraging to see the levels of commitment and
ambition across every level of the company. This ambition is driven by the
strong example set from the top.
As we move into 2026 the Executive team will aim to build on this success to
implement a strategy of continued sustainable growth and will now actively
focus on acquisition opportunities as well as continuing organic growth of
headcount in researchers and consultants.
In line with the wider market, we're operating in uncertain conditions.
However, as we enter 2026, we have a leadership team that has consistently
demonstrated strong execution. We are well positioned for the period ahead,
and we maintain a healthy net cash positive position.
The Board's strategy for accelerated and sustainable profitable growth and
expansion will be continued with several overseas operations now up and
running. We are a global business and this needs to be reflected in a global
presence and complements our established and growing UK market position.
Since the year-end Jon Kempster and Devyani Vaishampayan confirmed their
intentions to step down as Non-Executive Directors and Chair of the Audit
Committee and Remuneration Committees respectively. Devyani stepped down from
the Board earlier this month and Jon will step down at the conclusion of the
AGM. I am grateful to Jon and Devyani for their valuable contributions. The
Board is in the process of appointing replacement independent Non-Executive
Directors and will make further announcements when appropriate. I would like
to thank the entire Norman Broadbent team for their continued unwavering
commitment, hard work, and quality of execution, our clients for putting their
faith in us as partners, and our shareholders for their continued support.
Peter Searle
Chair
24 March 2026
CEO's Review
FY25 marked an important milestone for Norman Broadbent, completing the set of
objectives established when I joined the business in late 2021. Over the
four-year period we delivered a fully organic turnaround and rebuild:
underlying EBITDA(2) increased to £1.3 million in 2025; NFI more than doubled
from £5.9 million to £12.3 million; and the Group moved from net debt(3) of
£0.7 million at the end of 2021 to net cash(3) of £1.5 million at 31
December 2025. Alongside the financial improvement, we have modernised the
operating platform and, most importantly, reset the culture, creating a
stronger foundation for sustainable growth.
Progress has been achieved entirely organically through disciplined
recruitment and targeted investment. Our brand has been re-established as an
employer of choice and a credible partner for senior mandates, supported by
consistently strong delivery outcomes.
Operational and Strategic Highlights
The Group's strategy is to continue to grow our executive search business
whilst also further developing our complementary portfolio of services, to
strengthen client relationships, broaden client engagement and diversify
revenue streams over time.
Our five strategic priorities over the turnaround period have been:
People & Culture
Brand & Market positioning
Research & Delivery
Financial Stability & Performance
Business Focus
With the foundations materially strengthened, we will now also prioritise
growth, centred on disciplined fee-earner expansion, internationalisation,
leadership advisory services and selective acquisitions.
PEOPLE & CULTURE - driving an ambitious and collaborative culture
Culture is built on performance and values, underpinned by collaboration,
ambition and high standards.
FY25 investment focused on development, communication and wellbeing, including
the launch of "The BroadCast", an internal learning and communication
initiative, designed to strengthen cross-functional collaboration and support
alignment across the business. The BroadCast programme provides a structured
forum for updates, market insight exchange and capability development, helping
to maintain organisational cohesion as the Group grows.
We also broadened our in-house talent leadership remit to include Talent,
People and Culture, supporting recruitment and wider people initiatives.
Whilst still committed to identifying and attracting high-calibre individuals
across our key markets, including the UK, North America and the Middle East,
the role now also supports the Executive Leadership Team, with learning and
development activities and ongoing culture initiatives.
Employee wellbeing remains a priority. The Company supports physical, mental
and financial wellbeing through a range of initiatives including private
medical cover, an employee assistance programme, flexible working practices,
enhanced leave policies and reward and discount platforms. Feedback gathered
through these channels informs continuous improvement actions across the
business.
Maintaining a strong culture is central to our ability to attract, retain and
develop talent. In 2025, Best Companies again recognised Norman Broadbent as
an outstanding place to work, with rankings in the top 10 recruitment firms
and the top 50 small companies to work for in London and across the UK.
Our focus in 2026 is on scaling leadership and capability development,
supporting international expansion with disciplined hiring and maintaining
strong standards of wellbeing and engagement. We will keep using employee
feedback and engagement data to guide improvements, ensuring our culture
remains both collaborative and high performing.
BRAND & MARKET POSITIONING - combining rich heritage with modern dynamism
During FY25 we continued to strengthen the Group's market positioning by
increasing the seniority of mandates, reinforcing boardroom visibility and
building sector authority through insight-led engagement. This supports our
strategy of combining the strength of the Norman Broadbent brand with a
modern, progressive proposition.
The seniority and value of our mandates continued to progress, reflecting a
deliberate focus on higher-quality assignments and client partnerships.
Alongside growth in our Board Practice, delivering a growing number of Chair
and Non-Executive mandates, we increased the scale and quality of Executive
search mandates, with successful placements across listed, private and public
sector organisations.
We have also strengthened our brand internationally, with increasing activity
across the US and the Middle East, supported by targeted PR initiatives such
as attendance at industry events and participation in various leadership
podcast series.
During the year, we published a HR Leaders survey report, "Flexibility or
Fallout: HR Perspectives on the Hybrid Working Dilemma", providing insight
into evolving workforce priorities and leadership challenges. The report was
promoted through our communication and events activity, supporting dialogue
with clients and reinforcing our credibility within the HR and leadership
advisory community.
In addition, we launched sector-focused insight series including In Transit
(Transport & Logistics) and Nothing But Net Zero (Energy &
Renewables), providing regular commentary and market analysis aligned to the
strategic agendas of our clients.
Across the year, the Company hosted and participated in 13 industry events
spanning Board, HR, Investor and sector-specific audiences. Alongside a more
structured and disciplined social media strategy, these activities have
supported increased audience reach, improved engagement levels and stronger
brand penetration across target sectors and functions.
Norman Broadbent is recognised not only for its heritage and outstanding
client service but also as a leading voice in the modern and evolving
executive search market. Looking ahead, we will continue to build sector
authority, extend international visibility and support client engagement
through high-quality insight and consistent delivery.
RESEARCH & DELIVERY - meticulous technology enabled processes
Our in-house research and insight capability remains central to the Group's
delivery model, providing rigorous market mapping, talent intelligence and
structured support that strengthens shortlist quality and enhances client and
candidate experience.
During 2025, we continued to develop the technology tools that underpin our
research and delivery function. Psychometric assessment has now been
introduced as standard across our search process, through the adoption of
AssessioAI, providing clients with deeper insights on shortlisted
candidates. This tool also provides candidates, including unsuccessful
candidates, with valuable perspectives on themselves which enable
self-development and value beyond the immediate search process.
We have also moved from pilot to full rollout of our client portal which is
integrated with our CRM system. This portal provides clients with a clearer
line of sight on progress, timelines and key documentation throughout
assignments, improving transparency, experience and engagement while reducing
administrative duplication and enabling our teams to focus more time on search
execution and client outcomes.
Client and candidate feedback remained consistently strong. In 2025, 98% of
respondents stated they would work with us again. Importantly, our surveys
include shortlisted candidates, not only those placed: 94% rated our
post-shortlist support (regardless of outcome) as "very good" or "excellent".
The quality of our briefing materials was also validated, with 97% of
candidates and 100% of clients rating our brief packs "very good" or
"excellent".
We will continue to take a disciplined approach to technology adoption,
prioritising initiatives that measurably improve quality, productivity and
transparency. By refining our delivery model and maintaining high standards of
process discipline, we aim to sustain a rigorous, data-informed approach that
supports consistent outcomes for clients.
FINANCIAL STABILITY & PERFORMANCE - growth and sustainable profitability
The wider search industry faced another year of challenging market conditions
in 2025, with headwinds persisting across the sector. Against this backdrop,
the investments made in recent years to reposition the Company delivered
tangible benefits, evident in the results achieved this year.
Financial performance improved materially during the year, with revenues
rising to £15.1 million (2024: £10.9 million), NFI increasing to £12.3
million (2024: £9.3 million), and underlying EBITDA(2) reaching £1.3
million. FY25 resulted in a profit before tax of £0.6 million, up £0.8
million on the prior year (2024: loss before tax: £0.2 million).
As stated within the financial highlights, these results mark a successful
completion of the Company's turnaround phase.
The Group's balance sheet strengthened considerably over the year, with net
assets rising to £2.1 million (31 December 2024: £1.3 million), reflecting
improvement in cash generation. Borrowings reduced further, including the full
repayment of the CBILS facility in April 2025, and the Group's
invoice‑discounting facility remained undrawn at year end (2024: £nil).
Net cash(3) increased by £1.4 million to £1.5 million at 31 December 2025
(31 December 2024: £0.1 million) supported by ongoing working capital
management discipline. Debtor days were maintained at 42 days consistent with
the prior year (31 December 2024: 42 days).
With a strengthened financial base, continued investment in people and systems
supports the Group's growth ambitions in the next phase.
BUSINESS FOCUS - building on our strengths
FY25 was characterised by continued progress in the areas where we have built
momentum and by selective investment to broaden capability. We delivered
mandates across multiple sectors, including infrastructure, energy, aerospace,
consumer markets and life sciences & healthcare, while also strengthening
our Financial Services practice through additional headcount to increase
capacity in banking and asset management.
Within Consumer Markets, performance remained resilient despite a difficult
trading environment, supported by a mix of mandates across retail, food and
beverage, luxury and consumer goods. In life sciences & healthcare, we
added a fee earner toward the end of the year, providing an additional
platform to develop the practice further domestically and to support growth
through our emerging international footprint.
Fee-earning headcount increased by net 7%. Our Research & Insight
("R&I") function continued to grow in capability, capacity and tenure, and
as we enter 2026 three R&I colleagues are being supported on a structured
route toward becoming fee earners, strengthening progression, retention and
our future pipeline.
We also continued to develop our strategic growth account approach by aligning
efforts across service lines and improving coordination between teams. This is
increasing the breadth of client engagement and supporting a growing number of
multi-brief relationships.
Internationally, our activity continues to increase, with the Middle East and
the US remaining priority markets. Having made our first Partner hires in the
UAE and the US during 2025, supplemented with further hires in early 2026,
represent an important step in establishing a more durable presence in these
regions. Our ability to deliver complex searches internationally highlights
the global capability of our research and delivery function and the growing
recognition of the brand in key overseas markets.
Current Trading and Outlook
The market backdrop remains uncertain, and growth is likely to remain
non-linear, especially so in view of current events in the Middle East whose
duration and economic impact are far from clear; however, the turnaround is
complete and the business enters 2026 from a position of strengthened
financial resilience. The progress delivered over the past four years
demonstrates our ability to strengthen the business while growing headcount,
revenues and profitability, even in challenging market conditions. Our
ambitious growth plans reflect this agile approach and are centred around
self-funded organic activities with executive search remaining the core engine
of the Group, as we also focus on expanding our service lines in a measured
way.
Our priorities for FY26 are to invest in growth by increasing fee-earning
capacity by at least 20% while protecting quality and productivity, expand our
international footprint, and broaden our leadership consulting and advisory
proposition in a measured way. We will continue to drive growth in executive
search, now also including geographic expansion, with the first steps in
internationalisation delivered during 2025. Executive search will
increasingly become the engine room for cross-selling opportunities and
service line expansion.
In terms of service line expansion, we plan to develop our Leadership
Consulting and Advisory practice in 2026 and beyond. This includes the
appointment of a leader for the practice and establishing a specialist
associate network. We will better productise a number of the services we
already deliver such as leadership development programmes, onboarding
coaching, board effectiveness reviews and pre-deal management due-diligence
whilst also establishing routes-to-market and integrated sales methodologies
across our fee-earning community.
Complementing our organic growth plans, we are also looking at opportunities
to accelerate growth through targeted M&A where it makes strategic and
financial sense to do so. As the only UK publicly listed executive search
firm, we believe that we are well positioned to capitalise on consolidation
opportunities in the market.
Post Year End Events
After year end, the Group announced:
· a capital reorganisation which, if approved by shareholders and
subsequently by the Court, will eliminate the historic deficit on the profit
and loss account, and help create distributable reserves, enabling the Company
to pay dividends where circumstances allow. In the short term the Company
has no plans to return to the dividend list though the Directors believe that
providing the flexibility to do so is worthwhile;
· the acquisition of Society Limited ("Society"), a specialist UK
executive search firm. Society brings a team of five full-time staff and
established capability in third sector board-level appointments and Travel
& Hospitality. Society will continue to trade under the Society brand and
will be integrated operationally within the Group.
The Board views the acquisition as consistent with our disciplined approach to
value-accretive growth, complementing our organic plan through added
capability, sector depth and diversification.
Kevin Davidson
Director
24 March 2026
Consolidated Income Statement
For the year ended 31 December 2025
2025 2024
Note £'000 £'000
Revenue 3 15,141 10,919
Cost of sales (2,872) (1,605)
Gross profit 12,269 9,314
Operating expenses (11,621) (9,416)
Operating profit / (loss) 648 (102)
Interest receivable 7 4 -
Interest payable 7 (32) (56)
Profit / (loss) before tax 4 620 (158)
Taxation 6 - -
Profit / (loss) for the year 620 (158)
Earnings per share
Profit / (loss) per share
- Basic (restated) 8 31.9p (8.5)p(4)
- Diluted (restated) 8 31.6p (8.5)p(4)
The results for the periods presented above are derived from continuing
operations.
The accompanying notes form an integral part of these financial statements.
(4) See note 8 for details of prior year restatement.
Consolidated Statement of Comprehensive Income
2025 2024
£'000 £'000
Profit / (loss) for the year 620 (158)
Total comprehensive income for the year 620 (158)
Attributable to:
Owners of the Company 620 (158)
The accompanying notes form an integral part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025 2025 2024
Notes £'000 £'000
Non-current assets
Intangible assets 9 1,363 1,363
Property, plant and equipment 10 223 567
Total non-current assets 1,586 1,930
Current assets
Trade and other receivables 12 2,980 2,266
Cash and cash equivalents 13 1,540 236
Total current assets 4,520 2,502
Current liabilities
Trade and other payables 14 3,802 2,535
Bank overdraft and interest-bearing loans 15 - 54
Lease liabilities 19 118 387
Total current liabilities 3,920 2,976
Net current assets / (liabilities) 600 (474)
Non-current liabilities
Bank loans 15 - 59
Lease liabilities 19 60 119
Total non-current liabilities 60 178
Total liabilities 3,980 3,154
Total assets less total liabilities 2,126 1,278
Equity
Issued share capital 17 6,396 6,396
Share premium account 17 14,233 14,233
Own shares 17 (26) (26)
Retained earnings (18,477) (19,325)
Total equity 2,126 1,278
The accompanying notes form an integral part of these financial statements.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Equity attributable to equity holders of Norman Broadbent Plc
Share Capital Share Premium Own shares Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 6,396 14,233 (26) (19,325) 1,278
Profit for the year - - - 620 620
Total comprehensive income for the year - - - 620 620
Credit to equity for share based payments - - - 225 225
Proceeds from sale of fractional shares - - - 3 3
Transactions with owners of the Group - - - 228 228
Balance at 31 December 2025 6,396 14,233 (26) (18,477) 2,126
Balance at 1 January 2024 6,365 14,233 - (19,223) 1,375
Loss for the year - - - (158) (158)
Total comprehensive income for the year - - - (158) (158)
Credit to equity for share based payments - - - 61 61
Issue of shares to employee benefit trust 31 - (31) - -
Shares distributed by employee benefit trust - - 5 (5) -
Transactions with owners of the Group 31 - (26) 56 61
Balance at 31 December 2024 6,396 14,233 (26) (19,325) 1,278
The accompanying notes form an integral part of these financial statements.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Profit / (loss) before taxation 620 (158)
Depreciation / impairment of property, plant and equipment 422 285
Share based payment charge 225 61
Net finance cost 32 56
(Increase) / decrease in trade and other receivables (714) 635
Increase / (decrease) in trade and other payables 1,267 (858)
Net cash generated from operating activities 1,852 21
Cash flows from investing activities and servicing of finance
Net finance cost (8) (23)
Payments to acquire tangible fixed assets 10 (13) (50)
Net cash used in investing activities (21) (73)
Cash flows from financing activities
Repayments of borrowings 23 (117) (62)
Payment of lease liabilities (413) (256)
Decrease in invoice discounting 15 - (159)
Proceeds from sale of fractional shares 3 -
Net cash used in financing activities (527) (477)
Net increase / (decrease) in cash and cash equivalents 1,304 (529)
Cash and cash equivalents at beginning of period 236 765
Cash and cash equivalents at end of period 1,540 236
The accompanying notes form an integral part of these financial statements.
Non-cash investing and financing activities are disclosed in note 23.
Notes to the Financial Statements
For the year ended 31 December 2025
1. Material Accounting Policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been consistently
applied to all of the years presented unless otherwise stated.
1.1. Basis of Preparation
The consolidated financial statements of Norman Broadbent plc ("Norman
Broadbent", "the Company" or "the Group") have been prepared in accordance
with UK adopted international accounting standards in conformity and
compliance with the requirements of the Companies Act 2006. The consolidated
financial statements have been prepared under the historical cost convention.
The consolidated financial statements are presented in pounds and all values
are rounded to the nearest thousand (£'000), except when otherwise indicated.
The preparation of financial statements in compliance with UK adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in
the process of applying the Group's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where assumptions and
estimates are significant to the consolidated financial statements are
disclosed in note 1.19.
1.1.1 Going Concern
The Consolidated and Company Financial Statements have been prepared on a
going concern basis. In forming this judgement, the Directors have considered
the Group's current financial position, forecast performance and cash flows,
available financing and the principal risks and uncertainties over the
assessment period described below.
The Directors have reviewed detailed cash flow forecasts and sensitivities
prepared to at least twelve months from the date of approval of these
financial statements along with budgets and medium term forecasts.
The Group's overall financial position is strong. The consolidated statement
of financial position shows a net asset position at 31 December 2025 of
£2.1 million (2024: £1.3 million) with cash at bank of £1.5 million (2024:
£0.2 million) and net current assets of £0.6 million (2024: net current
liabilities £0.5 million).
Credit facilities relevant to the review period comprise an invoice
discounting facility with Metro Bank, further details of which are included
within note 15, secured over trade receivables. The facility provides advances
of up to 88% of eligible receivables (aged <120 days) and is capped at
£2.0 million. The facility is uncommitted and subject to three months' notice
by the lender. At 31 December 2025 the facility was in credit by £0.05
million (recognised within cash and cash equivalents) and no loans were
outstanding following repayment of the CBILS loan in April 2025.
In addition to the base case forecast, the Board modelled a severe
but plausible downside scenario, under which NFI dropped to levels not
experienced for four years when the Group had half the current number of
sales and related staff. Under this scenario, the Group maintains adequate
liquidity throughout the going concern assessment period, supported by the
available invoice discounting facility and the flexibility to phase
discretionary expenditure and adjust variable remuneration.
Under both the base case scenario and the severe but plausible downside
scenario the Group forecasts to have sufficient liquidity headroom within its
existing financing arrangements through the whole period even in the event
of a severe drop in NFI. The Directors acknowledge that the group's
financing is subject to a three month notice period by the lender and that
if notice were given by the lender in the review period the group
would require replacement facilities. The directors are confident that the
group would be able to secure other sources of commercial finance and, if
necessary, support from investors who have previously provided the
group with liquidity assistance.
Following this assessment, the Directors have formed a judgement, at the time
of approving the Annual Report and Financial Statements 2025, that there are
no material uncertainties that cast doubt on the Group's going concern status
and that it is a reasonable expectation that the Group has adequate resources
to continue in operational existence for at least the next 12 months from the
date of approval of this Annual Report and Financial Statements. For this
reason, the Group continues to adopt the going concern basis in preparing the
Annual Report and Financial Statements for the year ended 31 December 2025.
1.1.2 Changes in Accounting Policy and Disclosures
a. New and amended accounting standards adopted by the Group
There have been no new or amended accounting standards issued during the year
that are applicable to the Group.
b. Standards, amendments and interpretations to existing standards that
are not yet effective and have not yet been adopted early by the Group
The following standard has been issued by the International Accounting
Standards Board ("IASB") that is effective in future accounting periods that
the Group has decided not to adopt early:
− Presentation and Disclosure in Financial Statements - IFRS18
IFRS 18 was issued by the IASB in April 2024 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
Preparation of Financial Statements. Even though IFRS 18 will not have any
effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have an effect on the presentation and
disclosure of certain items. These changes include categorisation and
sub-totals in the income statement, aggregation/disaggregation and labelling
of information, and disclosure of management-defined performance measures. The
Group is currently assessing the impact of the new accounting standard on the
Group.
1.2. Basis of Consolidation
The Group's financial statements consolidate those of the parent company and
all of its subsidiaries at 31 December 2025. Subsidiaries are all entities
over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with
the entity and has the ability to affect those returns through its power over
the entity. Subsidiaries are fully consolidated from the date on which control
is transferred to the Group and excluded once sold.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated. Unrealised losses are also eliminated.
The Employee Benefit Trust (EBT) is consolidated on the basis that the parent
has control, thus the assets and liabilities of the EBT are included on the
Company balance sheet and shares held by the EBT in the Company are presented
as a deduction from equity in the Own shares reserve.
1.3. Goodwill
Goodwill arising on the acquisition of a business represents any excess of the
fair value of the consideration over the fair value of the identifiable assets
and liabilities acquired. The identifiable assets and liabilities acquired are
incorporated into the consolidated financial statements at their fair value.
Goodwill is not amortised but tested for impairment annually. Any impairment
is recognised immediately in profit or loss and is not subsequently reversed.
On disposal of a business, the attributable amount of goodwill is included in
the determination of the profit or loss on disposal.
1.4. Impairment of Non-Financial Assets
Assets that have an indefinite useful life, for example goodwill, are not
subject to amortisation and are tested annually for impairment. Other
non-financial assets are subject to impairment tests if there is any
indication of impairment. An impairment loss is recognised for the amount by
which the asset's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of an asset's fair value less costs to sell
and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately identifiable cash flows
(cash-generating units).
1.5. Financial Assets
All of the Groups financial assets are classified as amortised cost. The group
has no assets measured at fair value through profit or loss or other
comprehensive income.
The Group's financial assets measured at amortised cost comprise trade and
other receivables, contract assets and cash and cash equivalents in the
consolidated statement of financial position. They are initially recognised at
fair value plus transaction costs that are directly attributable to their
acquisition or issue, and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
The Group makes use of a simplified approach in accounting for trade and other
receivables as well as contract assets and records the loss allowance as
lifetime expected credit losses. These are the expected shortfalls in
contractual cash flows, considering the potential for default at any point
during the life of the financial instrument. The Group uses its historical
experience, external indicators and forward-looking information to calculate
the expected credit losses using a provision matrix.
Cash and cash equivalents includes cash in hand and deposits held at call with
banks.
1.6. Financial liabilities
The Group's financial liabilities include borrowings, trade and other payables
and contract liabilities.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs. Subsequently, financial
liabilities are measured at amortised cost using the effective interest
method.
1.7. Property, Plant and Equipment
The cost of property, plant and equipment is their purchase cost, together
with any incidental costs of acquisition.
Depreciation is recognised on a straight-line basis to write down the cost
less estimated residual value of each asset over its expected useful economic
life at the following rates:
· Office and computer equipment - over three to four years
· Fixtures and fittings - lower of lease term and four years
· Land and buildings leasehold - over three to five years
· Right of use asset - lower of the asset's useful life and the lease
term
1.8. Investments
Investments in subsidiary undertakings are stated at cost less provision for
any impairment in value. Investments are tested annually for impairment and
whenever events or changes in circumstance indicate that the carrying amount
may not be recoverable an impairment loss is recognised immediately for the
amount by which the investment's carrying amount exceeds its recoverable
value.
1.9. Invoice Discounting Facility
The terms of this arrangement are judged to be such that the risk and rewards
of ownership of the trade receivables do not pass to the finance provider. As
such the receivables are not derecognised on draw-down of funds against this
facility. This facility is recognised as a liability for the amount drawn.
1.10. Foreign Currency Translation
Functional and presentation currency
Items included in the financial statements of each of the Group's entities are
measured using the currency of the primary economic environment in which the
entity operates ('the functional currency'). The consolidated financial
statements are presented in sterling, which is the functional currency of
Norman Broadbent Plc.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions or
valuation where items are re-measured. Foreign exchange gains and losses
resulting from the settlement of such transactions and from the translation at
year-end exchange rates of monetary assets and liabilities denominated in
foreign currencies are recognised in the consolidated income statement, except
when deferred in equity as qualifying cash flow hedges and qualifying net
investment hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash
equivalents are presented in the consolidated income statement within 'net
finance cost'. All other foreign exchange gains and losses are presented in
the income statement within 'operating expenses'.
1.11. Taxation
Taxation currently payable is based on the taxable profit for the year.
Taxable profit differs from net profit as reported in the consolidated income
statement because it excludes items of income and expense that are taxable or
deductible in other years and it further excludes items that are never taxable
or deductible. The Group's liability for current tax is calculated using tax
rates that have been enacted or substantively enacted by the balance sheet
date.
Deferred tax is the tax expected to be payable or recoverable on differences
between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable
profit and is accounted for using the balance sheet liability method. Deferred
tax liabilities are generally recognised for all material taxable timing
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary difference
arises from an initial recognition of goodwill or from the initial recognition
(other than in the business combination) of other assets and liabilities in
the transaction that affects neither the tax profit nor the accounting profit.
Deferred tax is calculated using the tax rates that have been enacted or
substantively enacted at the balance sheet date. Deferred tax is charged or
credited to the consolidated income statement, except when it relates to items
charged or credited directly to equity, in which case the deferred tax is also
dealt with in equity.
1.12. Revenue Recognition
Revenue from contracts with customers is recognised when or as the Group
satisfies a performance obligation by transferring service to a client.
Executive search services are provided on a retained basis and revenue is
recognised on satisfaction of performance obligations at defined stages of the
service. Fees received for services are non-refundable. Revenue is recognised
at three stages; retainer, shortlist and completion fee. Revenue is recognised
based on delivery of performance obligations at defined stages including
resource allocation and search strategy agreement at retainer stage, delivery
of candidate shortlist and candidate acceptance of placement. Revenue is shown
net of value added tax and other sales-related taxes, credit notes, rebates
and discounts, and is typically based on a percentage of the candidate's
remuneration.
Interim management services are provided on an ongoing basis and revenue is
recognised over time as services are provided. Performance obligations are
satisfied by client approved timesheets or acceptance of fixed term contracts.
Leadership consulting services are recognised over time in line with delivery.
Revenue earned but not invoiced at year end is accrued and included in
Contract assets.
1.13. Pensions
The Group operates a number of defined contribution pension schemes for the
benefit of certain employees. The costs of the pension schemes are charged to
the income statement as incurred.
1.14. Leases
The Group makes the use of leasing arrangements principally for the provision
of office space and various office equipment. Rental contracts are typically
made for fixed periods of 3 to 5 years but may have extension options.
Contracts may contain both lease and non-lease components. The Group allocates
the consideration in the contract to the lease and non-lease components based
on their relative standalone prices.
Leases are recognised as a right-of-use asset and a lease liability at the
lease commencement date.
Assets and liabilities arising from a lease are initially measured on a
present value basis. Lease liabilities include the net present value of the
following lease payments:
− Fixed payments (including in-substance fixed payments), less any
lease incentives receivable;
− Variable lease payments that are based on an index or a rate,
initially measured using the index or rate as at the commencement date;
− Amounts expected to be payable by the Group under residual value
guarantees;
− The exercise price of a purchase option if the Group is reasonably
certain to exercise that option; and
− Payments of penalties for terminating the lease, if the lease term
reflects the Group exercising that option.
Lease payments to be made under reasonably certain extension options are also
included in the measurement of the liability. The lease payments are
discounted using the interest rate implicit in the lease. If that rate cannot
be readily determined, which is generally the case for leases in the Group,
the lessee's incremental borrowing rate is used, being the rate that the
individual lessee would have to pay to borrow the funds necessary to obtain an
asset of similar value to the right-of-use asset in a similar economic
environment with similar terms, security and conditions.
Lease payments are allocated between principal and finance cost. The finance
cost is charged to profit or loss over the lease period so as to produce a
constant periodic rate of interest on the remaining balance of the liability
for each period.
Right-of-use assets are measured at cost comprising the following:
− The amount of the initial measurement of lease liability;
− Any lease payments made at or before the commencement date less any
lease incentives received; and
− Any initial direct costs.
Right-of-use assets are generally depreciated over the shorter of the asset's
useful life and the lease term on a straight-line basis. If the Group is
reasonably certain to exercise a purchase option, the right-of-use asset is
depreciated over the underlying asset's useful life. Right-of-use assets are
tested for impairment in accordance with IAS 36 Impairment of assets.
1.15. Share Option Schemes
Where equity settled share options are awarded to employees, the fair value of
the option at the date of grant is charged to the income statement over the
vesting period.
Non-market vesting conditions are taken into account by adjusting the number
of equity instruments expected to vest at each reporting date so that,
ultimately, the cumulative amount recognised over the vesting period is based
on the number of options that eventually vest.
Market vesting conditions are factored into the fair value of the options
granted. As long as all other vesting conditions are satisfied, a charge is
made irrespective of whether the market vesting conditions are satisfied.
1.16. Critical Accounting Judgements and Estimates
a. Impairment assessments - As required by IAS 36, all goodwill is tested
annually for impairment. This is achieved by comparing the carrying amount of
goodwill to the higher of fair value less costs to sell and value in use.
Judgement is required in determining the value in use of the relevant cash
generating units when applying the fair value less costs to sell (FVLCTS)
model. These judgements include a determination of revenue growth,
profitability, period of assessment and discount rate used. Management
considers a range of potential inputs for each of these to ensure that the
conclusion reached is appropriate. See note 9.
b. Revenue recognition - revenue is recognised on satisfaction of
performance conditions for which there is usually objective evidence, such as
approved timesheets, however some instances require management to determine
the timing of satisfaction of the performance obligation.
c. Share-based payments - the expense recognised for share-based payments
reflects valuations of options granted, an estimate of the number of options
that will vest and judgements of whether non-market performance conditions
have been met. Given the short length of time remaining on the Group's share
options there is deemed to be little uncertainty around the estimates of
number of options that will vest and whether performance conditions have been
met.
2. Financial Risk Management
The financial risks that the Group is exposed to through its operations are
foreign exchange risk, interest rate risk, liquidity risk and credit risk. The
Group's overall risk management programme focuses on the unpredictability of
financial markets and seeks to minimise potential adverse effects on the
Group's financial performance.
There have been no substantive changes in the Group's exposure to financial
risks, its objectives, policies and processes for managing those risks or the
methods used to measure them from previous periods, unless otherwise stated in
this note.
The Board has overall responsibility for the determination of the Group's risk
management objectives and policies and, whilst retaining ultimate
responsibility for them, it has delegated the authority for designing and
operating processes that ensure the effective implementation of the objectives
and policies to the Group's Executive Committee.
The overall objective of the Board is to set policies that seek to reduce risk
as far as possible, without unduly affecting the Group's competitiveness and
flexibility. Further details regarding specific policies are set out below:
2.1. Foreign Exchange Risk
The Group operates internationally and is exposed to foreign exchange risk
arising from sales and purchases denominated in currencies other than the
functional currency, GBP, primarily US Dollars, Euros and UAE Dirhams. To
manage this risk the Group makes sales in GBP where commercially practical and
has opened a multi currency banking facility with HSBC UK Bank to gain access
to better foreign exchange rates and lower international payment fees.
The table below sets out the value of trade receivables in currencies other
than GBP, all other assets and liabilities of the group are denominated in
GBP.
2025 2024
£'000 £'000
UAE Dirhams 270 180
Euros 129 267
US Dollars 336 52
Other - 98
Total foreign currency assets 735 597
If all of the currencies above strengthened against Sterling by a movement of
10%, the anticipated impact on the Group's results in terms of translational
exposure would be an increase in profit before tax of £82,000, with a
decrease of £67,000 if the currencies were to weaken by 10%.
2.2. Interest Rate Risk
The Group's interest rate risk arises from borrowings linked to the Bank of
England Base Rate and affects the invoice discounting facility. A combination
of interest rate reductions in 2025 along with lower level of borrowing by the
Group has resulted in a corresponding fall in interest expense to the Group.
The Group's management factors these movements into cash flow projections (see
liquidity risk below). As no interest bearing liabilities were held at the
balance sheet date the risk posed by interest rates is judged to be immaterial
to the Group.
2.3. Liquidity Risk
Liquidity risk arises from the Group's management of working capital and
finance charges. It is the risk that the Group will encounter difficulty in
meeting its financial obligations as they fall due. The Group's policy is to
ensure that it will always have sufficient cash and borrowing facilities to
allow it to meet its liabilities when they become due. The Group has access to
an invoice discounting facility, which provides immediate access to funding
when required and is secured by the Group's trade receivables. The Group took
advantage of a CBILS loan in November 2020 which was repaid early on 30 April
2025. The Board receives cash flow projections as well as monthly information
regarding cash balances. At the balance sheet date, these projections
indicated that the Group expected to have sufficient liquid resources to meet
its obligations under reasonably expected circumstances.
An analysis of the maturity profile of financial assets and liabilities is set
out in note 16.
2.4. Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from credit sales. It
is Group policy to assess the credit risk of new customers before entering
contracts.
Each new customer is analysed individually for creditworthiness before the
Group's standard payment and delivery terms and conditions are offered. The
Board determines concentrations of credit risk by reviewing the trade
receivables' ageing analysis.
The Board monitors the ageing of credit sales regularly and at the reporting
date does not expect any losses from non-performance by the counterparties
other than those specifically provided for (see note 12). The Directors are
confident about the recoverability of receivables based on the blue chip
nature of its customers, their credit ratings and the very low levels of
default in the past.
2.5. Capital Risk Management
The Group's objectives when managing capital are to safeguard the Group's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and makes adjustments to it in the light
of changes in economic conditions and the risk characteristics of the
underlying assets. In order to maintain or adjust the capital structure, the
Group may adjust the amount of dividends paid to shareholders, return capital
to shareholders, issue new shares or sell assets to reduce debt.
3. Revenue
Group revenues are primarily driven from UK operations. When revenue is
derived from overseas business the results are presented to the Board by
geographic region to identify potential areas for growth or those posing
potential risks to the Group. Further details of contract assets and
liabilities can be found in note 16.
i. Class of Business:
The analysis by class of business of the Group's turnover is set out below:
2025 2024
£'000 £'000
Revenue - Search 10,720 8,107
Revenue - Interim Management 4,251 2,656
Revenue - Leadership Consulting 170 111
Revenue - Other - 45
Total 15,141 10,919
ii. Revenue by Geography:
2025 2024
£'000 £'000
United Kingdom 9,880 7,616
Rest of the world 5,261 3,303
Total 15,141 10,919
4. (Loss) / profit on Ordinary Activities before Taxation
2025 2024
£'000 £'000
Profit / (loss) on ordinary activities before taxation is stated after
charging:
Depreciation and impairment of property, plant and equipment 422 285
Employee remuneration (see note 5) 9,622 7,414
Auditors' remuneration:
Audit work 64 62
Non-audit work - -
The Company audit fee for the year was £6,350 (2024: £31,590).
5. Employee Remuneration
The average number of full time equivalent employees (including Directors)
during the year was as follows:
2025 2024
No. No.
Sales and related services 50 49
Administration 9 9
59 58
Expenses recognised for employee benefits are analysed below:
2025 2024
£'000 £'000
Wages and salaries 8,220 6,407
Social security costs 1,144 824
Defined contribution pension cost 142 122
Share based payment 116 61
9,622 7,414
The emoluments of the Directors are disclosed as required by the Companies Act
2006 in the Directors' Remuneration Report. The table of Directors' emoluments
has been audited and forms part of these financial statements. This also
includes details of the highest paid Director.
6. Taxation
a. Tax charged in the income statement
2025 2024
£'000 £'000
Current tax:
UK corporation tax - -
Foreign tax - -
Total current tax - -
Deferred tax:
Origination and reversal of temporary differences - -
Tax charge / (credit) - -
b. Reconciliation of the total tax charge
The difference between the current tax shown above and the amount calculated
by applying the standard rate of UK corporation tax to the profit / (loss)
before tax is as follows:
2025 2024
£'000 £'000
Profit / (loss) on ordinary activities before taxation 620 (158)
Tax on profit / (loss) on ordinary activities at standard 155 (39)
UK corporation tax rate of 25% (2024: 23.5%)
Effects of:
Expenses not deductible (78) 16
Share option costs 56 15
Depreciation in excess of capital allowances (148) (309)
Pension accrual movement 1 1
Adjustment to losses carried forward 33 316
Utilisation of losses bought forward (19) -
Current tax charge for the year - -
c. Deferred tax
Tax losses Total
£'000 £'000
At 1 January 2025 - -
Charged/(credited) to the income statement in 2025 - -
At 31 December 2025 - -
At 31 December 2025 the Group had capital losses carried forward of
£8,129,000 (2024: £8,129,000) and trading losses carried forward of
£15,597,000 (2024: £15,496,000). A deferred tax asset has not been
recognised as their utilisation in the near future is uncertain.
7. Finance Income and Costs
2025 2024
£'000 £'000
Interest receivable on bank deposits 4 -
Interest payable on leases, invoicing facility and other loans (32) (56)
Total (28) (56)
8. Earnings Per Share
i. Basic earnings per share
This is calculated by dividing the profit / (loss) attributable to equity
holders of the Company by the weighted average number of ordinary shares and
vested share options with nil consideration in issue during the period. The
weighted average number of shares excludes shares held by the Employee Benefit
Trust (see note 17):
2024
2025 Restated
£'000 £'000
Profit / (loss) attributable to owners of the Company 620 (158)
000's 000's
Weighted average number of ordinary shares 1,840 1,830
ii. Diluted earnings per share
This is calculated by adjusting the weighted average number of ordinary shares
outstanding to assume conversion of all dilutive potential ordinary shares.
The Company has one category of dilutive potential ordinary shares in the form
of employee share options (LTIP and SAYE schemes). For these options a
calculation is done to determine the number of shares that could have been
acquired at fair value (determined as the average annual market share price of
the Company's shares) based on the monetary value of the subscription rights
attached to the outstanding options. The number of shares calculated as above
is compared with the number of shares that would have been issued assuming the
exercise of the share options.
2024
2025 Restated
£'000 £'000
Profit / (loss) attributable to owners of the Company 620 (158)
000's 000's
Weighted average number of ordinary shares 2,267 2,284
iii. Adjusted earnings per share
An adjusted earnings per share has also been calculated in addition to the
basic and diluted earnings per share and is based on earnings adjusted to
eliminate the effects of charges for share based payments. It has been
calculated to allow shareholders to gain a clearer understanding of the
trading performance of the Group.
2024 2024
2025 2025 2025 2024 Restated Restated
£'000 Basic pence per share Diluted pence per share £'000 Basic pence per share Diluted pence per share
Basic earnings
Profit / (loss) after tax 620 31.9 31.6 (158) (8.5) (8.5)
Adjustments
Share based payment charge 225 11.6 11.5 61 3.3 3.3
Adjusted earnings 845 43.5 43.1 (97) (5.2) (5.2)
During the year the Group undertook a 70‑for‑2 share consolidation as
described in note 17. In accordance with IAS 33, earnings per share ("EPS")
calculations require retrospective adjustment for share consolidations so that
all periods presented are comparable. Accordingly, basic and diluted EPS for
prior periods have been restated as if the consolidation had occurred at the
beginning of the earliest period presented.
The Group has also refined its application of IAS 33 to potential ordinary
shares arising from employee share options:
· Under IAS 33, the treasury stock method is applied to options for
diluted EPS; only options that are 'in‑the‑money' give rise to additional
shares in the diluted EPS denominator. Anti‑dilutive options are excluded.
The Group previously included certain out‑of‑the‑money options in the
calculation; the revised application excludes such options from diluted EPS.
· The Group's LTIP share options contain market and non-market based
vesting conditions and have a 0p exercise price. These options are treated as
contingently issuable ordinary shares and are included in basic EPS when all
necessary conditions have been satisfied by the end of the reporting period.
Vested LTIP options (for which all conditions are met) are therefore treated
as ordinary shares outstanding in basic EPS.
· Unvested LTIP awards remain contingently issuable; they are included
only in diluted EPS, and only to the extent they are dilutive, based on the
number of shares that would be issuable if the period end were the end of the
contingency period.
These changes do not affect profit attributable to ordinary shareholders, but
they affect the weighted average number of shares used in basic and diluted
EPS calculations. The effect of each change is set out below:
Previously reported Effect of share consolidation Changes to methodology As restated
Basic earnings
Basic EPS (pence) (0.25) (8.50) 0.25 (8.5)
Diluted EPS (pence) (0.20) (6.80) (1.50) (8.5)
Adjusted earnings
Basic EPS (pence) (0.15) (5.10) 0.05 (5.2)
Diluted EPS (pence) (0.12) (4.08) (1.00) (5.2)
9. Intangible Assets
Goodwill arising on consolidation
Group £'000
Balance at 1 January 2024 3,690
Balance at 31 December 2024 3,690
Balance at 31 December 2025 3,690
Provision for impairment
Balance at 1 January 2024 2,327
Balance at 31 December 2024 2,327
Balance at 31 December 2025 2,327
Net book value
At 1 January 2024 1,363
At 31 December 2024 1,363
At 31 December 2025 1,363
Goodwill acquired through business combinations is allocated to
cash-generating units (CGUs) and is shown below:
Executive Search Leadership Consulting Total
£'000 £'000 £'000
Balance at 1 January 2024 1,303 60 1,363
Balance at 31 December 2024 1,303 60 1,363
Balance at 31 December 2025 1,303 60 1,363
Goodwill has been subject to an impairment review by the Directors of the
Group. As set out in accounting policy note 1, the Directors test the goodwill
for impairment annually as set out below.
In assessing value in use, expected future cash flows for each CGU over a five
year period are derived from the most recent budgets and medium term financial
projections prepared for management, followed by an assumed growth rate of 0%
(2024: 0%). A discount rate of 12.5% (2024: 12.5%), representing the weighted
average cost of capital for the Group, is applied to calculate the terminal
value of those cash flows. If the recoverable amount of as asset is estimated
to be less than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount, with an impairment loss recognised as an
expense.
Management believes that no reasonably forseable change in any of the above
key assumptions would cause an impairment and that goodwill is therefore not
impaired at 31 December 2025.
10. Property, Plant and Equipment
Land and buildings - leasehold Right-of-use asset Office and computer equipment Fixtures and fittings Total
£'000 £'000 £'000 £'000 £'000
Group Cost
Balance at 1 January 2024 20 808 123 7 958
Additions - 624 49 1 674
Disposals (20) (675) (14) (7) (716)
Balance at 31 December 2024 - 757 158 1 916
Additions - 65 13 - 78
Disposals - (34) (10) - (44)
Balance at 31 December 2025 - 788 161 1 950
Accumulated depreciation
Balance at 1 January 2024 20 676 77 7 780
Charge for the year - 251 34 - 285
Disposals (20) (675) (14) (7) (716)
Balance at 31 December 2024 - 252 97 - 349
Charge for the year - 388 34 - 422
Disposals - (34) (10) - (44)
Balance at 31 December 2024 - 606 121 - 727
Net book value
At 1 January 2024 - 132 46 - 178
At 31 December 2024 - 505 61 1 567
At 31 December 2025 - 182 40 1 223
The Group had no capital commitments as at 31 December 2025 (2024: £nil).
11. Investments
Shares in subsidiary undertakings
£'000
Company Cost
Balance at 1 January 2024 (restated) 6,225
Capital contribution relating to share based payments 50
Balance at 31 December 2024 (restated) 6,275
Capital contribution relating to share based payments 173
Balance at 31 December 2025 6,447
Provision for impairment
Balance at 1 January 2024 4,735
Impairment for the year -
Balance at 31 December 2024 4,735
Impairment for the year -
Balance at 31 December 2025 4,735
Net book value
At 1 January 2024 (restated) 1,490
At 31 December 2024 (restated) 1,539
At 31 December 2025 1,712
A review of the group's accounting for its share option schemes identified
that the share based payment in relation to employees of the group's
subsidiary companies should have been accounted as equity settled from the
perspective of both the parent company, and the employing subsidiary company.
To correct the error, the parent company has recognised the portion of the
share‑based payment charge relating to subsidiary companies as an increase
in the parent company's investment in subsidiary, instead of the previously
applied treatment where amounts were charged through intercompany balances.
This correction has no impact on the Group's consolidated profit, equity or
assets, but affects the parent company's individual financial statements only.
As previously stated Effect of correction As restated
£'000 £'000 £'000
At 31 December 2023
Investments 1,200 290 1,490
Trade and other receivables 155 (147) 8
Trade and other payables 90 143 233
At 31 December 2024
Investments 1,200 339 1,539
Trade and other receivables 126 (125) 1
Trade and other payables 42 214 256
During the year to 31 December 2025 the Company held the following ownership
interests:
Principal investments: Country of incorporation or registration and operation Principal activities Proportion of shares directly held by the Company
Norman Broadbent Executive Search Limited England and Wales Executive search 100% ordinary shares
Norman Broadbent Ireland Ltd Republic of Ireland Dormant 100% ordinary shares
The registered office for Norman Broadbent Executive Search Limited is 68 King
William Street, London, EC4N 7HR. The registered office for Norman Broadbent
Ireland Limited is The Merrion Buildings, 18 - 20 Merrion Street, Dublin 2,
Ireland.
12. Trade and Other Receivables
Group Company
2025 2024 2025 2024
Restated
£'000 £'000 £'000 £'000
Trade receivables 2,338 1,834 - -
Less: expected credit loss (19) (38) - -
Trade receivables - net 2,320 1,796 - -
Other debtors 88 41 - -
Contract assets 516 380 - -
Other taxation and social security - - 9 -
Prepayments 56 49 9 1
Total 2,980 2,226 18 1
Non-Current - - - -
Current 2,980 2,266 18 1
2,980 2,266 18 1
See note 11 for details of the prior year restatement.
As at 31 December 2025, Group trade receivables of £1.2 million (2024: £0.8
million), were past their due date but not impaired, save as referred to
below. They relate to customers with no default history. The ageing profile of
these receivables is as follows:
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Up to 3 months 1,020 740 - -
3 to 6 months 173 55 - -
6 to 12 months - - - -
Total 1,193 795 - -
The largest amount due from a single trade debtor at 31 December 2025
represents 9% (2024: 10%) of the total trade receivables balance outstanding.
As at 31 December 2025, £19,000 of group trade receivables (2024: £38,000)
were considered impaired. A provision for expected credit loss has been
recognised in the financial statements. Movements on the Group's provision for
expected credit loss are as follows:
2025 2024
£'000 £'000
At 1 January 38 178
Addition to expected credit loss 19 210
Receivables written-off as uncollectable (38) (350)
At 31 December 19 38
There is no material difference between the carrying value and the fair value
of the Group's and the Company's trade and other receivables.
13. Cash and Cash equivalents
Group Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Cash at bank and in hand 1,540 236 12 21
Total 1,540 236 12 21
There is no material difference between the carrying value and the fair value
of the Group's and the Company's cash at bank and in hand.
14. Trade and Other Payables
Group Company
2025 2024 2025 2024
Restated
£'000 £'000 £'000 £'000
Trade payables 263 378 12 2
Other taxation and social security 461 422 - (6)
Other payables 31 26 - -
Accruals 3,041 1,682 27 46
Contract liabilities 6 27 - -
Due to Group undertakings - - 295 214
Total 3,802 2,535 334 256
See note 11 for details of the prior year restatement.
There is no material difference between the carrying value and the fair value
of the Group's and the Company's trade and other payables.
15. Borrowings
Group Company
2025 2024 2025 2024
Current £'000 £'000 £'000 £'000
Invoice discounting facility (see note (a) below) - - - -
Loans (see note (b) below) - 54 - 54
Non-Current - 59 - 59
Loans (see note (b) below)
Total - 113 - 113
The carrying amounts and fair values of the Group's borrowings, which are all
denominated in sterling, are as follows:
Carrying amount Fair value
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Invoice discounting facility - - - -
Loans (see note (b) below) - 113 - 113
Total - 113 - 113
a. Invoice discounting facilities:
The Group operates an invoice discounting facility with Metro Bank. All Group
invoices are raised through Norman Broadbent Executive Search Limited and as
such Metro Bank (SME Invoice Finance Ltd) holds an all asset debenture for
Norman Broadbent plc and Norman Broadbent Executive Search Limited. Funds are
available to be drawn down at an advance rate of 88% against trade receivables
of Norman Broadbent Executive Search Limited that are aged less than 120 days
with the facility capped at £2.0 million. At 31 December 2025, the facility
was in credit by £0.05 million (31 December 2024: £0.02 million) and is
recognised in cash and cash equivalents. The facility was secured by trade
receivables of £1.8 million. Interest is charged on the drawn down funds at a
rate of 2.4% above the bank base rate.
b. Loans
In November 2020 the Group received a CBILS Loan of £250,000 for a term of 6
years. Repayment of capital and interest began in January 2022, and from this
month the loan incurs interest at 4.75% above the Metro Bank UK base rate.
Metro Bank held an all asset fixed and floating charge over Norman Broadbent
Executive Search Limited linked to this facility. The loan was repaid in full
in April 2025 and the charge was satisfied.
16. Financial Instruments
Financial assets and financial liabilities are recognised on the balance sheet
when the Group becomes a party to the contractual provisions of the
instrument. Financial assets are derecognised when the rights to receive cash
flows from the asset have expired, or when the Group has transferred those
rights and substantially all the risks and rewards of the asset.
Financial liabilities are derecognised when the obligation specified in the
contract is discharged, cancelled or expired.
The carrying value of each asset and liability is considered to be a
reasonable approximation of the fair value.
The following tables show the carrying amounts of financial assets and
financial liabilities held by the Group.
2025 2024
Group £'000 £'000
Financial assets
Trade receivables 2,320 1,796
Contract assets 516 380
Other debtors 88 41
2,924 2,217
Financial liabilities
Trade creditors 263 378
Accruals 3,041 1,682
Contract liabilities 6 27
Other payables 31 26
Bank loans - Current - 54
Bank loans - Non-current - 59
Lease liabilities - Current 118 387
Lease liabilities - Non-current 60 119
3,519 2,732
2025 2024
Company £'000 £'000
Financial assets - -
Financial liabilities
Trade and other payables 12 2
Accruals 27 46
Amounts owed to group undertakings 295 214
Bank loans - Current - 54
Bank loans - Non-current - 59
334 375
In common with other businesses, the Group is exposed to risks that arise from
its use of financial instruments. Details on these risks and the policies set
out by the Board to reduce them can be found in note 2.
An analysis of the maturity profiles of financial assets and liabilities is
set out below:
2025 2024
Group £'000 £'000
Financial assets
Up to 3 months 2,906 2,178
3 months to 1 year 6 5
1 to 5 years - -
After 5 years - -
Undated 12 -
2,924 2,217
Financial liabilities
Up to 3 months 3,412 2,224
3 months to 1 year 47 330
1 to 5 years 60 178
After 5 years - -
3,519 2,732
2025 2024
Company £'000 £'000
Financial assets - -
Financial liabilities
Up to 3 months 334 275
3 months to 1 year - 41
1 to 5 years - 59
After 5 years - -
334 375
17. Share Capital and reserves
Share capital and reserves comprise of the following categories:
· Share capital: the nominal value of shares issued by the Company.
· Share premium: the amount above the nominal value received for shares
issued by the Company, less transaction costs and amounts used to fund bonus
share issues.
· Own shares: the value of shares held by the Employee Benefit Trust.
· Retained earnings: all current and prior period retained profits and
losses after deducting any distributions made to the Company's shareholders
and adding any credits for share based payments.
2025 2024
Restated
£'000 £'000
Allotted and fully paid
Ordinary Shares:
1,911,494 Ordinary shares of 5.0p each 95 668
(2024: 1,911,494)
Deferred Shares:
23,342,400 Deferred A shares of 4.0p each 934 934
(2024: 23,342,400)
1,050,480,410 Deferred shares of 0.4p each 4,201 3,628
(2024: 907,118,360)
1,043,566 Deferred B shares of 42.0p each 438 438
(2024: 1,043,566)
2,504,610 Deferred C shares of 29.0p each 727 727
(2024: 2,504,610)
Total 6,395 6,395
Ordinary Shares of 5.0p each and share consolidation
On 22 May 2025 the Company performed a share consolidation whereby every 70
Ordinary Shares of 1.0p each in issue were consolidated into two new Ordinary
Shares of 5.0p each and 150 Deferred Shares of 0.4p each. To effect the share
consolidation, four new Existing Ordinary Shares were issued so that,
immediately prior to the consolidation, the number of Existing Ordinary Shares
was 66,902,290, a number exactly divisible by 70.
Other than the change in nominal value, the new Ordinary Shares arising on
implementation of the share consolidation have the same rights as the existing
Ordinary Shares, including voting and other rights.
All references to Ordinary Shares in these accounts have been restated to
reflect the capital reorganisation.
Deferred A Shares of 4.0p each
The Deferred A Shares carry no right to dividends or distributions or to
receive notice of or attend general meetings of the Company. In the event of a
winding up, the shares carry a right to repayment only after the holders of
Ordinary Shares have received a payment of £10 million per Ordinary Share.
The Company retains the right to cancel the shares without payment to the
holders thereof. The rights attaching to the shares shall not be varied by the
creation or issue of shares ranking pari passu with or in priority to the
Deferred A Shares.
Deferred Shares of 0.4p each
The Deferred Shares carry no right to dividends, distributions or to receive
notice of or attend general meetings of the Company. In the event of a winding
up, the shares carry a right to repayment only after payment of capital paid
up on Ordinary Shares plus a payment of £10,000 per Ordinary Share. The
Company retains the right to transfer or cancel the shares without payment to
the holders thereof.
Deferred B Shares of 42.0p each
The Deferred B Shares carry no right to dividends or distributions or to
receive notice of or attend general meetings of the Company. In the event of a
winding up, the shares carry the right to repayment only after the holders of
Ordinary Shares have received a payment of £10 million per Ordinary Share.
The Company retains the right to cancel the shares without payment to the
holders thereof. The rights attaching to the shares shall not be varied by the
creation or issue of shares ranking pari passu with or in priority to the
Deferred B Shares.
Deferred C Shares of 29.0p each
The Deferred Shares carry no right to dividends or distributions or to receive
notice of or attend general meetings of the Company. In the event of a winding
up, the shares carry the right to repayment only after the holders of Ordinary
Shares have received a payment of £10 million per Ordinary Share. The Company
retains the right to cancel the shares without payment to the holders thereof.
A reconciliation of the movement in share capital and share premium is
presented below:
No. of ordinary shares Ordinary shares Deferred shares Share premium Total
000's £'000 £'000 £'000 £'000
At 1 January 2024 1,824 638 5,727 14,233 20,598
Issued during the year 87 30 - - 30
At 31 December 2024 1,911 668 5,727 14,233 20,628
Capital reorganisation - (572) 57 - -
2
At 31 December 2025 1,911 96 6,299 14,233 20,628
During the year 4 Existing Ordinary Shares (2024: 86,774 Ordinary Shares) were
issued prior to the capital reorganisation described above, so that the number
of Existing Ordinary Shares was exactly divisible by 70. See above for details
of the capital reorganisation.
Employee Benefit Trust
In 2024 the Group set up an Employee Benefit Trust (EBT) to hold shares which
will be used to satisfy the exercise of options granted to employees under the
Group's Long Term Incentive Plan (LTIP). The own shares reserve represents the
cost of Norman Broadbent plc shares held by the EBT.
At 31 December 2025 the EBT held 71,058 Ordinary Shares (31 December 2024:
71,058 Ordinary Shares).
18. Share Based Payments
As at 31 December 2025, the Group maintained two share-based payment schemes
for employee remuneration, the Long Term Incentive Plan (LTIP) and the Save As
You Earn Scheme (SAYE). Both programmes will be settled in equity.
LTIP
The LTIP is part of the remuneration package of the Group's senior management
team. The scheme is an executive Enterprise Management Incentive ("EMI")
share option scheme. All options are subject to both time vesting conditions
and performance conditions. 50% of the Options are subject to market-based
share price performance conditions (the "Share Price Options") and 50% are
subject to certain adjusted EBITDA performance conditions (the "EBITDA
Options").
SAYE
During 2023 the Company established a tax advantaged SAYE scheme. The scheme
is based on eligible employees being granted options over shares with an
exercise price of £1.75 per share, which represents a 20 per cent discount to
the closing middle market price of a share on 12 June 2023.
Employees agree to opening a sharesave account with the nominated savings
carrier and save monthly over a three year saving period. On vesting,
participants have a 6-month period to exercise their options.
The Company issued 128,571 options on 29 June 2023 (the "SAYE Grant Date").
The SAYE options have no performance conditions attached to them.
Share options and weighted average exercise prices are as follows for the
reporting periods presented:
2024
2025 2025 2024 Restated
Charge Number of share options Charge Number of share options Vesting period Expiry date Performance metrics
Scheme £'000 000's £'000 000's Years Years
LTIP 95 331 40 331 3 7 EBITDA and share price
SAYE 21 92 21 107 3 0.5 after vesting None
Total 116 423 61 438
LTIP SAYE
Weighted average exercise price Weighted average exercise price
£ 000's £ 000's
At 1 January 2024 (restated) - 347 1.75 120
Granted (restated) - - - -
Forfeited (restated) - - 1.75 (13)
Exercised (restated) - (16) - -
At 31 December 2024 (restated) - 331 1.75 107
Granted - - - -
Forfeited - - 1.75 (15)
Exercised - - - -
At 31 December 2025 - 331 1.75 92
Prior year option numbers and weighted average exercise prices have been
restated for the share consolidation described in note 17.
The weighted average remaining contractual life of the options outstanding at
the end of 2025 was 3.7 years for the LTIP and 1.1 years for the SAYE scheme
(2024: 4.7 years for the LTIP and 2.1 years for the SAYE scheme).
The inputs into the valuation models were as follows:
LTIP - EBITDA Options LTIP - Share Price Options SAYE
Option pricing model used Binomial option model Monte Carlo simulation Binomial option model
Weighted average share price at grant date (£) 1.855 1.855 1.855
Exercise price (£) - - 1.75
Expiry date July 2030 July 2030 February 2027
Expected volatility 44.9% 44.9% 43.4%
Expected dividend yield 0.0% 0.0% 0.0%
Risk-free interest rate 4.72% 4.72% 4.72%
19. Leases
All property leases are accounted for by recognising a right-of-use asset and
a lease liability, with depreciation and interest expense being charged to the
consolidated income statement.
Right-of-use assets are recognised at the commencement date of the lease and
they are measured at cost, less any accumulated depreciation and impairment
losses, and adjusted for any remeasurement of lease liabilities. The cost of
right-of-use assets includes the amount of lease liabilities recognised,
initial direct costs incurred, and lease payments made at or before the
commencement date less any lease incentives received. The recognised
right-of-use assets are depreciated on a straight-line basis over the shorter
of their estimated useful life and the lease term. Right-of-use assets are
subject to impairment.
At the commencement date of the lease, lease liabilities are measured at the
present value of lease payments to be made over the lease term. The Group uses
the incremental borrowing rate at the lease commencement date if the interest
rate implicit in the lease is not readily determinable.
Consolidation statement 2025 2024
£'000 £'000
Depreciation expense (388) (251)
Operating Profit (388) (251)
Finance Costs (20) (15)
Profit before Tax (408) (266)
Consolidated statement of financial position Right-of-use assets Lease liabilities
£'000 £'000
As at 1 January 2024 132 (119)
Additions 624 624
Disposals - -
Depreciation expense (251) -
Interest expense - (19)
Payments - 256
At 31 December 2024 505 (506)
Additions 65 (65)
Disposals - -
Depreciation expense (388) -
Interest expense - (20)
Payments - 413
At 31 December 2025 182 (178)
Impact on consolidated statement of financial position 2025 2024
£'000 £'000
Right-of-use assets 182 505
Total Assets 182 505
Lease liabilities - less than one year (118) (387)
Lease liabilities - more than one year (60) (119)
Total Liabilities (178) (506)
Equity 4 (1)
20. Pension Costs
The Group operates several defined contribution pension schemes for the
business. The assets of the schemes are held separately from those of the
Group in independently administered funds. The pension cost represents
contributions payable by the Group to the funds and amounted to £142,000
(2024: £122,000). At the year-end £31,000 of contributions were outstanding
(2024: £26,000).
21. Related Party Transactions
The following transactions were carried out with related parties:
Key management compensation:
Key management includes Executive and Non-Executive Directors. The
compensation paid or payable to the directors can be found in the Directors'
Remuneration Report.
22. Contingent Liability
The Company is a member of the Norman Broadbent plc Group VAT scheme. As such
it is jointly accountable for the combined VAT liability of the Group. The
total VAT outstanding in the Group at the year end was £262,000 (2024:
£213,000).
23. Liabilities from Financing Activities
A reconciliation of liabilities arising from financing activities is presented
below:
Group Borrowings Lease Liabilities Total
£'000 £'000 £'000
At 1 January 2024 320 119 439
Cash flows:
Repayments of borrowings (62) - (62)
Payment of lease liabilities - (256) (256)
Decrease in invoice discounting (159) - (150)
Non-cash movements:
Interest accrued 14 19 33
New lease liabilities - 624 624
At 31 December 2024 113 506 619
Cash flows:
Repayments of borrowings (117) - (117)
Payment of lease liabilities - (413) (413)
Decrease in invoice discounting - - -
Non-cash movements:
Interest accrued 4 20 24
New lease liabilities - 65 65
At 31 December 2025 - 178 178
Company Borrowings Total
£'000 £'000
At 1 January 2024 161 161
Cash flows:
Repayments of borrowings (62) (62)
Non-cash movements:
Interest accrued 14 33
At 31 December 2024 113 113
Cash flows:
Repayments of borrowings (117) (117)
Non-cash movements:
Interest accrued 4 4
At 31 December 2025 - -
24. Events after the reporting date
· On 25 February 2026 the Group acquired Society Limited ("Society"), a
specialist UK executive search firm. The consideration of £33,001 was funded
through the issue of 14,194 new ordinary shares in the Company.
· On 10 March 2026 the Group gave notice of a General Meeting to be
held on 26 March 2026 for shareholders to consider and approve a capital
reorganisation. If approved by shareholders and subsequently by the Court, the
capital reorganisation will cancel the Company's Deferred Shares and Share
Premium and eliminate the historic deficit on the profit and loss account.
This will help create distributable reserves, enabling the Company to pay
dividends where circumstances allow.
(#_ftnref1)
(#_ftnref2)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR SEAEELEMSEFD
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Norman Broadbent
See all newsREG - Norman Broadbent PLC - Final Results
AnnouncementREG - Norman Broadbent PLC - Holding(s) in Company
AnnouncementREG - Norman Broadbent PLC - Proposed Capital Reduction
AnnouncementREG - Norman Broadbent PLC - Notice of Interim Results & Investor Presentation
AnnouncementREG - AIM - AIM Notice - 03/03/2026
Announcement