REG - Pulsar Group PLC - FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2024
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RNS Number : 9378G Pulsar Group PLC 01 May 2025
1 May 2025
PULSAR GROUP PLC
("Pulsar Group", the "Company" or the "Group")
FINAL RESULTS FOR THE YEAR ENDED 30 NOVEMBER 2024
Pulsar Group Plc (AIM: PULS), the market leading audience intelligence
business delivering Software-as-a-Service ("SaaS") solutions for the global
marketing and communications industries, is pleased to announce its final
results for the year ended 30 November 2024.
Highlights
· Pulsar Group's strategy is focussed on three key pillars:
streamlining operations for efficiency, scaling a product-led growth model to
deepen customer engagement, and reinventing customer expectations with
AI-driven innovation. Successful execution of this strategy underpins
expectations of continued growth in Annualised Recurring Revenue ("ARR")
alongside significantly improved operating performance, driving sustainable
margin expansion and improved cash generation.
· Annualised Recurring Revenue ("ARR") increased by £2.0m(1) in the
period, demonstrating sustained growth momentum across the Group. The ARR
growth was driven by a four-percentage point increase in renewal rates
compared to the prior year, demonstrating the positive impact of the Group's
investments in products and services which have clearly resonated with
customers.
· Revenue for the year was £62.0 million (2023: £62.4 million
reported, £61.3m(1)), with recurring revenue comprising 98% of total revenue
(2023: 95%) as the Group has continued to focus on winning and delivering
profitable, long-term customer contracts.
· The Group delivered Adjusted EBITDA for the year of £9.3 million
(2023: £7.3 million). A key focus during 2024 was the Group's ongoing cost
reduction programme, designed to ensure that the Group has a stable and
profitable core business from which to grow, alongside the delivery of
improved renewal rates and growing ARR. Management remains focussed on
delivering significantly improved operating performance in 2025 and beyond to
support margin expansion and cash generation.
· New client wins in the EMEA & North America region during the
year include: Alpine Racing; Amazon Studios; A&E Television Networks;
Colgate-Palmolive; Co-operative Group; Coty; Department for Culture, Media and
Sport; Domino's; Electronic Arts; Foreign, Commonwealth and Development
Office; Historic Royal Palaces; Huel; JP Morgan Chase; Marriott; Mitie;
National Audit Office; NatWest; Next; Ofcom; Publicis; Reckitt Benckiser;
Related Argent; Savills; Syneos Health; Trenitalia; Unilever; University
College London; and WWF.
· In the APAC region, new client wins during the year include:
Ambulance Victoria; Asics; ASX; Australian Grand Prix; Climate Change
Authority; Energy Australia; Federation of Australian Scientific and
Technological Societies; Insular Life; Insurance Council of Australia;
International Olympic Committee; Medicines New Zealand; Ministry of Finance
Malaysia; OCBC; Prime Minister's Office - Singapore; Queensland Police;
Securities Commission Malaysia; and Universities Australia.
· At 30 November 2024, the Group's net debt position was £4.9 million
(2023: net cash £2.2 million). The Group has in place a £3.0 million debt
facility and a £3.0 million overdraft facility.
Christopher Satterthwaite, Non-Executive Chairman of Pulsar Group, commented:
"2024 has been a pivotal year for Pulsar Group as we've navigated
unprecedented volatility across media, technology, and geopolitical
landscapes. In the face of shifting regulatory frameworks, economic
uncertainty, and the rapid rise of generative AI, our team has responded with
agility and vision, delivering real-time audience intelligence and trusted
insights that our clients rely on to make critical decisions. The successful
rebrand to Pulsar Group this year was more than cosmetic; it represents the
integration of our technology, talent, and operations into a unified platform
built for scalable, long-term profitability.
Our progress rests on three pillars: streamlining operations for improved
operational efficiency, scaling a product-led growth model to deepen customer
engagement, and reinventing customer expectations with AI-driven innovation.
By consolidating platforms, reducing costs and automating processes, we're
building an agile organisation to deliver media and audience intelligence with
unprecedented speed and precision.
Our commercial momentum is reflected in both continued ARR growth and a series
of landmark client wins. Contract wins such as a new, group-wide partnership
with one of the world's largest marketing services holding companies and
marquee additions from government departments to global enterprises underscore
the relevance of our platform to a wide range of stakeholders. These
successes, combined with our ongoing cost-reduction programme and a focus on
profitable business, position Pulsar to deliver significantly improved
operating performance with sustainable margin expansion and cash generation.
Through 2025, we'll execute with discipline, focus on high-impact growth areas
and embed AI across our suite to reinforce our omnichannel intelligence
leadership. With our market-leading platform and dedicated team, Pulsar Group
is poised to deliver lasting shareholder value and empower clients to shape
their narratives with confidence."
1 On a constant currency basis.
For further information:
Pulsar Group Plc 020 3426 4070
Joanna Arnold (CEO)
Mark Fautley (CFO)
Cavendish Capital Markets Limited (Nominated Adviser and Broker) 020 7220 0500
Corporate Finance:
Marc Milmo / Fergus Sullivan
Corporate Broking:
Sunila de Silva
Forward looking statements
This announcement contains forward-looking statements.
These statements appear in a number of places in this announcement and include
statements regarding our intentions, beliefs or current expectations
concerning, among other things, our results of operations, revenue, financial
condition, liquidity, prospects, growth, strategies, new products, the level
of product launches and the markets in which we operate.
Readers are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those in the forward-looking
statements as a result of various factors.
These factors include any adverse change in regulations, unforeseen
operational or technical problems, the nature of the competition that we will
encounter, wider economic conditions including economic downturns and changes
in financial and equity markets. We undertake no obligation publicly to update
or revise any forward-looking statements, except as may be required by law.
This announcement contains an extract from the Pulsar Group Plc Annual Report
2024.
Chairman's statement
2024 has proven to be a defining moment for organisations navigating the
complex intersection of media, technology and trust. Around the world,
heightened geopolitical tensions, regulatory flux, and sustained economic
uncertainty have placed new demands on governments, businesses and
institutions to communicate with speed, precision and integrity.
From the US election cycle and ongoing conflicts in Europe and the Middle East
to rapid shifts in regulatory frameworks around AI and digital platforms, the
environment has been shaped by volatility. For Pulsar Group, this continues to
represent an opportunity. Amidst this turbulence, stakeholders have become
more discerning-demanding transparency, accountability, and relevance from the
organisations they choose to engage with.
At Pulsar Group, we believe this new reality reinforces the need for real-time
audience intelligence, trusted insights, and platforms that empower confident
decision-making. In 2024, we have continued to deliver on this mandate,
accelerating our transformation into a global SaaS business designed for
long-term, scalable profitability and cash generation.
From Brand to Platform
The rebrand to Pulsar Group marked a significant milestone in the evolution of
our business. It represented far more than a change of name; It signalled the
culmination of a multi-year integration journey and transformation which
brought together our technology, talent and operational footprint under one
brand and one vision, positioning the Group to scale with greater efficiency,
strategic coherence and commercial clarity.
At its core, the rebrand reflects our deep commitment to the role we play
within the global communications ecosystem. As the media and information
environment becomes more fragmented, polarised and digitally driven, the
ability to monitor, understand and influence public sentiment has become a
critical requirement for organisations of all types. Pulsar Group has built a
platform that enables clients not only to track opinion but to interpret its
meaning, anticipate its direction, and shape its evolution with speed,
credibility and precision.
Today, Pulsar is recognised as a market leader in omnichannel audience and
media intelligence. We serve a diverse and growing client base-spanning public
sector departments, multinational corporations, regulated industries,
non-profit organisations and communications agencies. What unites these
clients is a common challenge: the need to engage with increasingly complex
audiences across a rapidly shifting media landscape, while managing
reputational risk and delivering measurable outcomes.
Our differentiated value lies in helping clients cut through this complexity.
We do not simply surface mentions or monitor sentiment; we provide clarity,
context and foresight. By integrating media monitoring, social listening,
stakeholder mapping, and AI-driven insights into a single cohesive platform,
we give clients a holistic view of how narratives form, who drives them, and
how to respond with impact. Our insights are trusted not only by
communications teams, but
by executive leadership, public affairs professionals, investor relations
teams, and policy advisors, underscoring the strategic relevance and
cross-functional utility of our offering.
The Pulsar brand now stands for precision, relevance and integrity in a
digital world that is often anything but. In an era where the boundaries
between fact and fiction, signal and noise, and influence and manipulation are
increasingly blurred, we help our clients navigate with confidence. Our
platform provides a reliable compass which is anchored in data, powered by AI,
and guided by deep domain expertise. We empower our customers to stay ahead of
the narrative, earn trust, and make decisions with foresight rather than
hindsight.
The strength of the Pulsar brand also supports our broader commercial
ambitions. It enables us to engage more effectively with enterprise clients,
position ourselves as a strategic partner rather than a transactional vendor,
and attract top-tier talent aligned to our mission.
Strategic Execution: Efficient, Scalable, Indispensable
Our strategy is built around three interconnected pillars:
· Streamline to Thrive - transforming global operations through platform
consolidation, cost base reduction and automation.
· Scale with Impact - adopting a product-led growth model to drive
adoption, renewals and upsell while reducing acquisition and servicing costs.
· Reinvent the Market - transforming client experience through
continued investment in AI, that moves us into the realm of strategic
intelligence and stakeholder engagement.
We have continued to make strong progress in delivering our operational
strategy, with a clear focus on enhancing efficiency, scalability and
long-term value creation. Throughout the year, the Group has remained
disciplined in its execution, ensuring that our organisational structure and
underlying systems are well positioned to support sustainable growth.
As part of this transformation, we have taken considered steps to optimise our
operating model, aligning our capabilities to support future strategic
priorities while maintaining a strong emphasis on quality, service consistency
and cost effectiveness. This work has contributed to a more streamlined and
agile organisation, with the flexibility to respond to evolving market
dynamics and client needs.
In parallel, we have undertaken several initiatives aimed at simplifying the
way we work, strengthening internal processes, and ensuring we are allocating
capital and resources in a manner that supports innovation and commercial
performance. These initiatives are already delivering tangible benefits, and
we expect further operational leverage and additional cost savings to be
realised as we move into the next phase of our strategy.
Looking ahead, we remain focused on driving continuous improvement across the
business. Our efforts to embed greater standardisation, automation and
scalability will support both margin expansion and strategic agility,
reinforcing our ability to respond effectively to opportunities and challenges
in an increasingly complex global environment.
Actionable Insights
At the core of our transformation is the enhancement of capabilities that
support leadership in audience, brand and reputation intelligence. We're
delivering faster, insight-led solutions using cutting-edge data, analytics,
and AI-translating complex signals into decision-ready insight.
Where traditional analysis was manual or periodic, our real-time analytics and
automation give clients earlier visibility of risks, more accurate measurement
of communications impact, and the tools to make better-informed decisions.
Our user base is expanding from communications and public affairs
professionals to executive teams and investor relations leads. As we deliver
better user experiences and address more use cases-like campaign evaluation,
issue monitoring, and stakeholder engagement-we are reinforcing recurring
revenue in line with our product-led strategy.
Profit and Cash Generation is King
As we conclude integration and transformation efforts, our primary focus is
profitability and cash generation. With structural changes largely complete,
we are now in a phase centred on financial discipline, operating efficiency
and capital deployment aligned to shareholder return.
Our PR & Communications division is the cornerstone of this strategy, with
stable customer metrics and a scalable growth model that supports reliable
cash flow. In contrast, our Marketing division, which services global
enterprise clients, remains volatile due to extended procurement cycles and
economic pressure on marketing budgets.
We are responding with a pragmatic approach: We will focus our go to market
activities in areas where we see clear pathways to sustainable, profitable
growth, focusing on scalability, recurring revenue and capital efficiency. At
the same time, we are conducting an operational review of those business areas
that are not delivering consistent profit and cash generation. This approach
ensures that our resources, both financial and managerial, are deployed where
they can deliver the greatest long-term value.
The Rise of Generative AI
One of the most transformative shifts is the rise of generative AI, led by
tools like ChatGPT and other LLMs. These redefine how information is created,
processed and distributed, with far-reaching implications for the marketing
and communications industries.
At Pulsar, we've long harnessed these tools for narrative detection, sentiment
benchmarking, and AI-assisted insights delivery. But mass adoption introduces
new challenges-misinformation, content saturation, and reputation risks.
This raises the bar for communicators. Distinctive, insight-driven work is now
essential. Pulsar's platform equips clients to understand and influence
evolving narratives, and critically, to track how AI itself is reshaping
reputation. As LLMs become part of how people search and generate content, we
are uniquely positioned to measure how brands are represented within these
tools.
Current trading
Despite the tough macroeconomic environment, the Group has continued to
demonstrate ARR growth momentum in 2025, with net ARR growth of £0.6 million
achieved in the first four months of the financial year.
This performance has been driven in part by the expansion of our long-standing
relationship with one of the world's largest advertising and marketing
services holding companies. Following a successful track record of delivering
services to several of the group's individual agencies over the past three
years, Pulsar Group has been selected as a group-wide partner under a major
new contract. This strategic milestone reflects both the consistent growth in
annual recurring revenue and the positive feedback received from existing
agency stakeholders.
Under the new agreement, Pulsar's platform will replace multiple incumbent
competitor products currently in use across the customer's global portfolio,
streamlining operations and standardising workflows across agencies. As a
result of this expanded contract, the customer's annual recurring spend with
Pulsar has increased by over 150% to US$2.2 million. The deal is expected to
generate US$6.6 million in total revenue over the duration of the contract,
further reinforcing Pulsar's position as a trusted, long-term partner within
the global marketing and advertising technology landscape.
In addition to this strategic win, Pulsar Group has continued to broaden its
client base. Notable new clients secured during the first four months of
FY2025 include: Airservices Australia; Anglo American; Arts Council England;
Australian Ministry of Investment, Trade and Industry; Australian Olympic
Committee; Australian Pharmaceutical Industries; Department of Health and
Social Care; Foreign, Commonwealth and Development Office; Inmarsat; Network
Rail; One New Zealand; Papa Johns; Petronas; Serco; SM Group Philippines;
Sport Ireland; and UOB Malaysia.
The encouraging operational start to 2025 highlights the Group's ongoing
progress in advancing its market-leading products, while simultaneously
optimising its operating model. The expansion of key client relationships,
combined with the acquisition of a diverse range of new customers, positions
the Group for sustained future growth in ARR across the business. While the
Group's reported results continue to be impacted by foreign exchange (FX)
variability, particularly in relation to the AUD and USD, this is not expected
to detract from the underlying improvement in its financial and operational
performance.
Building on this commercial momentum, the Group has also continued to
implement its focused cost reduction programme. This initiative is aimed at
significantly improving operating performance and efficiency, driving enhanced
profitability and cash flow, and ensuring the business remains well-positioned
for sustainable, scalable growth. The anticipated outcomes of these efforts
align with the Board's expectations of materially improved operating
performance by the Group over time.
In Summary
2024 has underscored the growing need for clarity, speed and trust in
communications. Pulsar Group has made strong strategic progress by
streamlining operations, focusing on profitable growth, and positioning itself
as a trusted partner in a complex digital landscape.
By concentrating on our PR & Communications division and investing in
AI-powered innovation, we are delivering scalable, insight-led solutions that
meet the evolving needs of our clients.
Looking ahead, we remain focused on execution, margin expansion and
disciplined capital allocation. With a clear strategy, unified platform and
growing relevance across public and private sectors, we believe Pulsar Group
is well placed to deliver sustainable value for shareholders while supporting
clients in shaping their narrative with credibility and foresight.
Christopher Satterthwaite CBE
Chairman
Strategic report (Extract)
Results
Despite a challenging environment where marketing spend in particular has been
restricted, Pulsar has successfully delivered another year of encouraging
constant currency ARR growth to £61.7m. The Group's Annual Recurring Revenue
increased by £2.0m in the period, highlighting sustained growth and
resilience. The ARR growth was driven by a four-percentage point increase in
renewal rates compared to the prior year, demonstrating the positive impact of
the Group's
investments in products and services which have clearly resonated with
customers.
Each region within the Group contributed to the ARR growth, with EMEA &
North America showing an acceleration in growth compared to the prior year. In
the APAC region, the Group saw a strong first half with several encouraging
winbacks from competitors but an increase in competitive pressure in the
second half, particularly in the public sector. Notwithstanding the
challenging environment, the Group continues to see an encouraging pipeline
for further new business and winback opportunities in FY25.
Revenue in the year was £61,997,000 (2023: £62,402,000 reported,
£61,300,000 constant currency). Recurring revenue comprised 98% of the total
(2023: 95%), with sales teams incentivised to focus on high contribution SaaS
products. The Group had an adjusted profit before interest, tax, depreciation
and amortisation (Adjusted EBITDA) for the year of £9,279,000 (2023:
£7,263,000).
The Directors believe that the disclosure of Adjusted EBITDA provides
additional useful information on the core operational performance of the Group
and its ongoing cost base to shareholders, and review the results of the Group
on an adjusted basis internally. It is an important metric as it provides
clear guidance on the on going long-term cost base and profitability of the
Group.
The term 'adjusted' is not a defined term under IFRS and may not therefore be
comparable with similarly titled profit measurements reported by other
companies. It is not intended to be a substitute for, or superior to, IFRS
measurements of profit.
ARR FY22 FY23 Change FY23 FY24 Change FY24
EMEA & North America (Constant Currency) £28.3m +£1.1m £29.4m +£1.7m £31.1m
EMEA & North America (Reported) £28.6m +£1.1m £29.7m +£1.4m £31.1m
APAC (Constant Currency) £28.7m +£1.6m £30.3m +£0.3m £30.6m
APAC (Reported) £31.4m +£0.2m £31.6m -£1.0m £30.6m
Group (Constant Currency) £57.0m +£2.7m £59.7m +£2.0m £61.7m
Group (Reported) £60.0m +£1.3m £61.3m +£0.4m £61.7m
Adjustments are made in respect of the Group's:
· Non-recurring administrative expenses;
· Share of profit or loss of associates;
· Profit or loss on sale of associates;
· Share-based payment charges.
Adjusted EBITDA excludes non-recurring administrative expenses of £8,561,000
(2023: £8,988,000), a share of loss of associate of £128,000 (2023:
£198,000), a profit on the sale of an associate of £1,457,000 (2023: Nil)
and a share-based payments charge of £445,000 (2023: £915,000).
Non-recurring administrative expenses include costs incurred in relation to
the migration and integration of Isentia and associated restructuring costs.
Non-recurring salary costs for the year were £6,101,000 (2023: £7,231,000)
which includes the year to date costs and redundancy costs of roles that
either exited during 2024 or which were already identified to exit during
2025. Non-recurring salary costs also includes the cost of specific roles
hired to deliver the global integration of the business and which are not
considered to be required longer term. In addition to non-recurring salary
costs, the Group incurred £2,050,000 (2023: £1,888,000) of duplicated
technology costs as it built out key functionality across multiple platforms
which is expected to scale back during 2025. Non-recurring copyright related
expense for the year was £Nil (2023: £528,000). The Group also had other
non-recurring expenses of £410,000 (2023: £320,000) and the release of a
business rates overprovision generated a non-recurring income of £Nil (2023:
£980,000).
The Group's earnings before interest, tax, depreciation and amortisation
(EBITDA) profit for the year was £1,467,000 (2023: loss of £2,838,000).
EBITDA is an important metric as it provides guidance on the financial
performance of the Group including non-recurring costs incurred. Loss before
taxation was £6,670,000 (2023: £10,833,000). In arriving at the loss before
taxation, the Group has incurred £566,000 of net financial expense (2023:
£241,000) and charged £7,570,000 in depreciation and amortisation (2023:
£7,753,000). £1,707,000 of this charge related to the amortisation of
intangible assets arising on acquisition (2023: £2,065,000).
Loss per share
The basic loss per share was 5.94p (2023: 9.09p).
Cash
Cash at the year-end stood at £1,001,000 (2023: £2,248,000). The Group had
£5,943,000 debt at the year end (2023: £Nil). The total decrease in cash and
cash equivalents during the year was £1,247,000 (2023: decrease of
£2,556,000). The total increase in debt during the year was £5,943,000
(2023: £Nil).
The net cash outflow from operations during the year was £74,000 (2023:
inflow of £8,557,000). The net cash outflow from investing activities for the
year was £5,524,000 (2023: outflow of £9,072,000), reflecting the continued
investment in the Group's products.
The net cash inflow from financing activities for the year was £1,364,000
(2023: outflow of £2,041,000), reflecting the drawdown of loans, plus
interest and lease liability repayments in respect of the Group's head office.
Key performance indicators
Management accounts are prepared on a monthly basis and provide performance
indicators covering revenue, gross margins, EBITDA, result before tax, result
after tax, cash balances and recurring revenue. Recurring revenue is the
proportion of Group revenue which is expected to continue in the future. The
key performance indicators for the year are:
2024 2023
£'m £'m
Annual Contract Value base 61.7 61.3
Revenue 62.0 62.4
Gross margin (%) 73% 74%
Adjusted EBITDA 9.3 7.3
EBITDA profit/(loss) 1.5 (2.8)
Reported loss before taxation (6.7) (10.8)
Reported loss after taxation (6.6) (7.9)
Cash 1.0 2.2
Recurring revenue 60.6 59.5
These performance indicators are measured against both an approved budget and
the previous year's actual results. Further analysis of the Group's
performance is provided earlier in this Strategic Report.
Each month the Board assesses the performance of the Group based on key
performance indicators. These are used in conjunction with the controls
described in the corporate governance statement and relate to a wide variety
of aspects of the business, including: new business and renewal sales
performance; marketing, development and research activity; year to date
financial performance, profitability forecasting and cash flow forecasting.
Consolidated Statement of Comprehensive Income
Year ended 30 November 2024
2024 2023
Note £'000 £'000
Revenue 3 61,997 62,402
Cost of sales (16,889) (16,340)
Gross profit 45,108 46,062
Recurring administrative expenses 5 (35,829) (38,799)
Adjusted EBITDA 9,279 7,263
Non-recurring administrative expenses 5 (8,561) (8,988)
Share of loss of associate 11 (128) (198)
Profit on sale of associate 1,457 -
Share-based payments 21 (580) (915)
EBITDA 1,467 (2,838)
Depreciation of tangible fixed assets 12 (308) (524)
Depreciation of right-of-use assets 15 (1,370) (1,526)
Amortisation of intangible assets - internally generated 10 (4,186) (3,639)
Amortisation of intangible assets - acquisition related 10 (1,707) (2,065)
Operating loss 5 (6,104) (10,592)
Financial income 18 12
Financial expense 7 (584) (253)
Loss before taxation (6,670) (10,833)
Taxation credit 8 97 2,931
Loss for the year (6,573) (7,902)
Other comprehensive loss
Exchange losses arising on translation of foreign operations (1,009) (3,701)
Total comprehensive loss for the period attributable to the owners of the (7,582) (11,603)
Parent Company
Earnings per share 2024 2023
Basic loss per share 9 (5.94)p (9.09p)
Diluted loss per share 9 (5.94)p (9.09p)
Consolidated Statement of Financial Position 2024 2023
At 30 November 2024
Note £'000 £'000
Non-current assets
Intangible assets 10 68,406 68,621
Investments 11 75 264
Right-of-use assets 15 3,067 2,190
Property, plant and equipment 12 683 793
Deferred tax asset 19 5,884 6,808
Total non-current assets 78,115 78,676
Current assets
Trade and other receivables 13 9,240 9,765
Current tax receivables 45 -
Cash and cash equivalents 22 1,001 2,248
Total current assets 10,286 12,013
Total assets 88,401 90,689
Current liabilities
Trade and other payables 14 11,132 13,533
Accruals 4,876 4,311
Contract liabilities 16 16,139 15,031
Current tax liabilities - 148
Provisions 23 - 217
Interest bearing loans and borrowings 17,26 5,943 -
Lease liabilities 15 1,107 1,300
Total current liabilities 39,197 34,540
Non-current liabilities
Provisions 23 302 173
Lease liabilities 15 2,132 1,233
Deferred tax liabilities 19 4,086 5,057
Total non-current liabilities 6,520 6,463
Total liabilities 45,717 41,003
42,684 49,686
Net assets
Equity
Share capital 20 6,526 6,526
Treasury shares (141) (141)
Share premium account 74,424 74,424
Capital redemption reserve 395 395
Share option reserve 3,517 2,937
Foreign exchange reserve (1,974) (965)
Other reserve 502 502
Retained loss (40,565) (33,992)
Total equity attributable to the equity holders of the Parent Company 42,684 49,686
Consolidated Statement of Changes in Equity
Year ended 30 November 2024
Group Share capital Treasury shares £'000 Share premium account £'000 Capital redemption reserve £'000 Share option reserve £'000 Foreign exchange reserve £'000 Other reserve £'000 Retained earnings £'000 Total £'000
£'000
At 30 November 2022 6,526 (141) 74,424 395 2,022 2,736 502 (26,090) 60,374
Loss for the year - - - - - - - (7,902) (7,902)
Other comprehensive loss for the year - - - - - (3,701) - - (3,701)
Share-based payments - - - - 915 - - 915
At 30 November 2023 6,526 (141) 74,424 395 2,937 (965) 502 (33,992) 49,686
Loss for the year - - - - - - - (6,573) (6,573)
Other comprehensive loss for the year (1,009) - - (1,009)
Share-based payments - - - - 580 - - - 580
At 30 November 2024 6,526 (141) 74,424 395 3,517 (1,974) 502 (40,565) 42,684
Share capital and share premium account
When shares are issued, the nominal value of the shares is credited to the
share capital reserve. Any premium paid above the nominal value is taken to
the share premium account. Pulsar Group plc shares have a nominal value of 5p
per share. Directly attributable transaction costs associated with the issue
of equity investments are accounted for as a reduction from the share premium
account.
Treasury shares
The returned shares are held in treasury and attract no voting rights. The
return of shares has been accounted for in accordance with IAS 32 'Financial
instruments: Presentation' such that the instruments have been deducted from
equity with no gain or loss recognised in profit or loss. The balance on this
reserve represents the cost to the Group of the treasury shares held.
Share option reserve
This reserve arises as a result of amounts being recognised in the
consolidated statement of comprehensive income relating to share-based payment
transactions granted under the Group's share option scheme. The reserve will
fall as share options vest and are exercised over the life of the options.
Capital redemption reserve
This reserve arises as a result of keeping with the doctrine of capital
maintenance when the Company purchases and redeems its own shares. The amounts
transferred into/out from this reserve from a purchase/ redemption is equal to
the amount by which share capital has been reduced/increased, when the
purchase/ redemption has been financed wholly out of distributable profits,
and is the amount by which the nominal value exceeds the proceeds of any new
issue of share capital, when the purchase/redemption has been financed partly
out of distributable profits.
Foreign exchange reserve
This reserve comprises of gains and losses arising on retranslating the net
assets of overseas operations into sterling.
Other reserve
This reserve arises as a result of the difference between the fair value and
the nominal value of consideration shares issued on acquisition for which
merger relief is taken under S612 of the Companies Act 2006.
Retained earnings
The retained earnings reserve records the accumulated profits and losses of
the Group since inception of the business. Where subsidiary undertakings are
acquired, only profits and losses arising from the date of acquisition are
included.
Consolidated statement of cash flow
Year ended 30 November 2024
Note 2024 2023
£'000 £'000
Loss for the year (6,573) (7,902)
Adjusted for:
Taxation 8 (97) (2,931)
Financial expense 7 584 253
Financial income (18) (12)
Depreciation and amortisation 10,12,15 7,570 7,753
Share based payments 580 915
Share of loss of associate 11 128 198
Gain on disposal of associate 11 (1,457) -
Loss on termination of lease 15 (372) -
Operating cash inflow/(outflow) before changes in working capital 345 (1,726)
Decrease in trade and other receivables 625
1,131
(Decrease)/increase in trade and other payables (2,486) 4,584
Increase/(decrease) in accruals 565 (635)
Increase in contract liabilities 1,108 4,012
Decrease in provisions (88) (81)
Net cash inflow from operations before taxation 69 7,285
Taxation (paid)/received (143) 1,272
Net cash (outflow)/inflow from operations (74) 8,557
18
Cash outflows from investing
Interest received 12
Acquisition of property, plant and equipment 12,15 (383) (509)
Acquisition of intangible assets 10 (6,577) (8,575)
Consideration on disposal of associate 11 1,418 -
Net cash outflow from investing (5,524) (9,072)
Cash inflows/(outflows) from financing
Interest paid (566) (241)
Drawdown of loans notes and other borrowing 3,000 -
Lease liabilities paid (1,013) (1,800)
Net cash inflow/(outflow) from financing 1,421 (2,041)
(4,177)
Net decrease in cash and cash equivalents (2,556)
Opening cash and cash equivalents 22 2,248 4,922
Exchange loss on cash and cash equivalents (13) (118)
Closing cash and cash equivalents (including overdraft) 22,26 (1,942) 2,248
Notes to the Consolidated Financial Statements
1. General Information
Pulsar Group Plc ('the Company') (formerly Access Intelligence PLC) and its
subsidiaries (together the 'Group') provides advanced tools and human insight
to give brands, agencies and organisations the power to anticipate, react and
adapt.
The Company is a public limited company under the Companies Act 2006 and is
listed on the AIM market
of the London Stock Exchange and is incorporated and domiciled in the UK. The
address of the Company's registered office is provided in the Directors and
Advisers page of this Annual Report.
In May 2024 the Group rebranded from Access Intelligence Plc to Pulsar Group
Plc. The Pulsar brand has long been highly regarded as the leading technology
offering in the growing audience intelligence market, which has driven the
rebrand.
The financial information set out in this document does not constitute the
Company's statutory accounts for the years ended 30 November 2024 or 2023.
Statutory accounts for the years ended 30 November 2023 and 30 November 2024,
which were approved by the Directors on 30 April 2025, have been reported on
by the Independent Auditors. The Independent Auditors' Reports on the Annual
Report and Financial Statements for each of 2023 and 2024 were unqualified,
did not draw attention to any matters by way of emphasis, and did not contain
a statement under 498(2) or 498(3) of the Companies Act 2006.
Statutory accounts for the year ended 30 November 2023 have been filed with
the Registrar of Companies. The statutory accounts for the year ended 30
November 2024 will be delivered to the Registrar of Companies in due course
and will be posted to shareholders shortly, and thereafter will be available
from the Company's registered office at Northburgh House, 10 Northburgh
Street, London, England, EC1V 0AT and from the Company's website:
www.pulsargroup.com (http://www.pulsargroup.com)
The financial information set out in these results has been prepared using the
recognition and measurement principles of International Accounting Standards,
International Financial Reporting Standards and Interpretations in conformity
with the requirements of the Companies Act 2006. The accounting policies
adopted in these results have been consistently applied to all the years
presented and are consistent with the policies used in the preparation of the
financial statements for the year ended 30 November 2024, except for those
that relate to new standards and interpretations effective for the first time
for periods beginning on (or after) 1 December 2023. There are deemed to be no
new standards, amendments and interpretations to existing standards, which
have been adopted by the Group, that have had a material impact on the
financial statements.
2. Accounting policies
The principal accounting policies applied in the preparation of these
financial statements are set out below. These policies have been applied
consistently to all the years presented, unless otherwise stated.
Basis of preparation
The financial statements have been prepared in accordance with international
accounting standards in conformity with the requirements of the Companies Act
2006. The consolidated financial statements have been prepared under the
historical cost convention and on a going concern basis.
The preparation of financial statements in conformity with IFRS 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.
Going concern
The Strategic Report discusses Pulsar Group's business activities and headline
results, together with the financial statements and notes which detail the
results for the year, net current liability position and cash flows for the
year ended 30 November 2024.
The Board has further considered two year financial forecasts, which included
detailed, sensitised, 24-month cash flow forecasts from the year end. The
sensitised forecasts contained adverse assumptions around new business and
upsell being reduced by 20% and renewal rates also decreasing by 3.5
percentage points compared to expected levels, whilst additional cost
reduction initiatives were not assumed. These adverse assumptions have been
modelled and, if they were to crystallise, the forecasts confirm that the
Group would still be able to continue to operate for at least 12 months from
the date of this report. The Board considers the assumptions and plausible
downside scenarios that have been modelled to test going concern to be
reasonable and reflective of the long-term 'software as a service' contracts
and contracted recurring revenue.
The Group meets its day to day working capital requirements through its cash
balance which was £1,001,000 at 30 November 2024. As at the date of this
report, the directors have a reasonable expectation that the Company and the
Group have adequate resources to continue in operational existence for the
foreseeable future. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
Significant judgements in applying the Group's accounting policies
The areas where the Board has made critical judgements in applying the Group's
accounting policies (apart from those involving estimations which are dealt
with separately below) are:
A) Recognition of deferred tax assets
Judgement is applied in the assessment of deferred tax assets in relation to
losses to be recognised in the financial statements. As the Board has
forecasted a taxable profit in APAC in the next two years, a deferred tax
asset in excess of deferred tax liabilities has been recognised in respect of
this region. No deferred tax asset in excess of deferred tax liabilities has
been recognised in respect of the EMEA region. At 30 November 2024, the Group
recognised a deferred tax asset of £5,884,000 (2023: £6,808,000) and a
deferred tax liability of £4,086,000 (2023: £5,057,000). See Note 19 for
further detail.
B) Capitalisation of development costs
Management applies judgement when determining the value of development costs
to be capitalised as an intangible asset in respect of its product development
programme. Judgements include the technical feasibility, intention and
availability of resources to complete the intangible asset so that the asset
will be available for use or sale and assessment of likely future economic
benefits. During the year, the Group capitalised £6,577,000 (2023:
£8,498,000) of development costs. See Note 10 for further detail.
C) Identification of cash generating units for goodwill impairment testing
Judgement is applied in the identification of cash-generating units ("CGUs").
The Directors have judged that the primary CGUs used for impairment testing
should be: EMEA & NA, comprising AIMediaData Limited, Access Intelligence
Media and Communications Limited, ResponseSource Ltd, Vuelio Australia Pty
Limited, Fenix Media Limited and Face US Inc; and APAC, comprising the
acquired Isentia entities. See Note 10 for further detail.
D) Non-recurring administrative expenses
Due to the Group's activity in recent years, there are a number of items which
require judgement to be applied in determining whether they are non-recurring
in nature. In the current year these relate largely to: restructuring costs,
duplicate software costs and non-recurring business rates. See Note 5 for
further detail.
E) Control of associates
During the year, the Group sold a 20% holding in Track Record Holdings
Limited, leaving a 1.4% stake. The Group retains directors on the board of
Track Record Holdings Limited, but due to the share sale no longer has
significant influence over the Company. As a result of this the investment in
Track Record Holdings Limited is now no longer considered to be an associate.
Significant estimates in applying the Group's accounting policies
The areas where the Board has made significant estimates and assumptions in
applying the Group's accounting policies which could have a material impact on
the financial statements are:
A) Carrying value of goodwill
The Group uses forecast cash flow information and estimates of future growth
to assess whether goodwill is impaired. Key assumptions include the EBITDA
margin allocated to each CGU, the growth rate to perpetuity and the discount
rate. If the results of an operation in future years are adverse to the
estimates used for impairment testing, impairment may be triggered at that
point. Further details, including sensitivity testing, are included within
Note 10.
B) Time spent on capitalisable activities
The determination of the value of capitalised development costs associated
with employee salaries and related expenses is based on an estimation of the
time allocated by employees to activities that fulfil the criteria specified
in IAS 38.
New standards and interpretations
The adoption of the following mentioned amendments in the current year have
not had a material impact on the Group's/Company's financial statements.
New standards, amendments and interpretations issued but not yet effective
At the date of authorisation of the financial statements, the Group has not
early adopted the following amendments to Standards and Interpretations that
have been issued but are not yet effective:
IFRS S1 General Requirements for Disclosure of Sustainability-related
Financial Information (1 January 2024)
IFRS S2 Climate-related Disclosures (1 January 2024)
Amendments to IAS 1 : Classification of liabilities as current or non-current
(1 January 2024)
Amendments to IFRS 16 : Lease Liability in a Sale and Leaseback (1 January
2024)
Amendments to IAS 1 : Non-current Liabilities with Covenants (1 January 2024)
These Standards and amendments are effective from accounting periods beginning
on or after the dates shown above. The directors do not expect any material
impact as a result of adopting the standards and amendments listed above in
the financial year they become effective.
Basis of consolidation
The Group financial statements comprise the financial statements of the
Company and all of its subsidiary undertakings made up to the financial
year-end. Subsidiaries are entities that are controlled by the Group. The
Company controls an investee if all three of the following elements are
present: power over the investee, exposure to variable returns from the
investee, and the ability of the investor to use its power to affect those
variable returns. Control is reassessed whenever facts and circumstances
indicate that there may be a change in any of these elements of control. The
financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date that
control ceases.
The results of subsidiary undertakings acquired or disposed of in the year are
included in the Group statement of comprehensive income from the effective
date of acquisition or to the effective date of disposal. Accounting policies
are consistently applied throughout the Group. Inter-company balances and
transactions have been eliminated. Material profits from inter-company sales,
to the extent that they are not yet realised outside the Group, have also been
eliminated.
Where the Group has the power to participate in (but not control) the
financial and operating policy decisions of another entity, it is classified
as an associate. Investments in associates are accounted for using the equity
method of accounting after initially being recognised at cost.
Under the equity method of accounting, the Group's investments in associates
are initially recognised at cost and adjusted thereafter to recognise the
Group's share of post-acquisition profits and losses and other comprehensive
income in the consolidated statement of profit and loss and other
comprehensive income. Dividends received or receivable from associates are
recognised as a reduction in the carrying amount of the investment.
When the Group's share of losses in an equity-accounted investment equals or
exceeds its interest in the entity, including any other unsecured long-term
receivables, the Group does not recognise further losses unless it has
incurred obligations or made payments on behalf of the other entity.
Unrealised gains on transactions between the Group and its associates are
eliminated to the extent of the Group's interest in these entities. Unrealised
losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Accounting policies of equity accounted
investees have been changed where necessary to ensure consistency with the
policies adopted by the Group.
Foreign currency translation
The individual financial statements of each Group company are presented in the
currency of the primary economic environment in which it operates (its
functional currency).
In preparing the financial statements of the individual companies,
transactions in currencies other than the entity's functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the
dates of the transactions.
At each reporting date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
On consolidation, the results of overseas operations are translated into
Sterling at rates approximating to those ruling when the transactions took
place. All assets and liabilities of overseas operations, including goodwill
arising on the acquisition of those operations, are translated at the rate
ruling at the reporting date.
Exchange differences arising on translating the opening net assets at opening
rate and the results of overseas operations at actual rate are recognised in
other comprehensive income and accumulated in the foreign exchange reserve.
Exchange differences arising on the settlement of monetary items, and on the
retranslation of monetary items, are charged to the consolidated statement of
comprehensive income.
Business combinations
In accordance with IFRS 3 "Business Combinations", the fair value of
consideration paid for a business combination is measured as the aggregate of
the fair values at the date of exchange of assets given and liabilities
incurred or assumed in exchange for control.
The assets, liabilities and contingent liabilities of the acquired entity are
measured at fair value as at the acquisition date. When the initial accounting
for a business combination is determined, it is done so on a provisional basis
with any adjustments to these provisional values made within 12 months of the
acquisition date and are effective as at the acquisition date.
To the extent that deferred consideration is payable as part of the
acquisition cost and is payable after one year from the acquisition date, the
deferred consideration is discounted at an appropriate interest rate and,
accordingly, carried at net present value in the consolidated balance sheet.
The discount component is then unwound as an interest charge in the
consolidated statement of comprehensive income over the life of
the obligation.
Where a business combination agreement provides for an adjustment to the cost
of a business acquired contingent on future events, the Group accrues the fair
value of the additional consideration payable as a liability at acquisition
date. This amount is reassessed at each subsequent reporting date with any
adjustments recognised in the consolidated statement of comprehensive income.
Transaction costs are expensed to the statement of comprehensive income as
incurred. Acquisition-related employment costs are accrued over the period in
which the related services are received and are recorded as exceptional costs.
Revenue
Revenue represents the amounts derived from the provision of services, stated
net of Value Added Tax. The methodology applied to income recognition is
dependent upon the services being supplied.
In respect of income relating to annual or multi-year service contracts and/or
hosted services which are invoiced in advance, it is the Group's policy to
recognise revenue on a straight-line basis over the period of the contract.
This is considered a faithful depiction of the transfer of services to the
customer because they are provided access to the Group's software for the
duration of the contract period. The full value of each sale is credited to
contract liabilities when invoiced to be released to the statement of
comprehensive income in equal instalments over the contract period.
During the course of a customer's relationship with the Group, their system
may be upgraded. These upgrades can be separated into two distinct types:
· Specific upgrades, i.e. moving from an old legacy system to one of
the Group's latest products. This would require the migration of the
customer's data from the old system and the set-up of their new system; and
· Non-specific upgrades, i.e. enhancements to customers' systems as a
result of internal development effort to improve the stability or
functionality of the platform for all customers.
Customers do not have a contractual right to non-specific upgrades and
therefore, the provision of these non-specific upgrades are accounted for as
part of the related service contract as explained above.
For specific upgrades, customers are required to purchase these separately
through signing a new contract which sets out the one-off professional service
fee for the upgrade to cover migration costs and any increase in their annual
subscription fee. The provision of this specific upgrade is therefore,
accounted for as a separate service contract as explained above.
The Group does not have any further obligations that it would have to provide
for under the subscription arrangements.
In respect of income derived from the provision of research and insights
projects, which are based on fixed price contracts with specified performance
obligations and for which customers are invoiced based on a payment schedule
over the term of the contract, it is the Group's policy to recognise revenue
to reflect the benefit received by the customer. The proportion of revenue
recognised is based on the output method using milestones completed, such as
the delivery of insight reports to a customer.
The Group does not have any further obligations that it would have to provide
for under its arrangements for provision of research and insights projects.
Cost of sales
Cost of sales comprises third party costs directly related to the provision of
services to customers.
Non-IFRS Key performance indicators
The Group uses EBITDA and Adjusted EBITDA as the Directors believe the
disclosure provides additional information on the core operational performance
of the Group.
Leases
All leases are considered under IFRS 16. A right of use asset and lease
liability are recognised in the Consolidated Statement of Financial Position.
The right of use asset is amortised on a straight-line basis to the
consolidated statement of comprehensive income. Lease liabilities increase as
a result of interest charged at a constant rate on the balance outstanding and
are reduced for lease payments made. The interest expense is recognised in the
consolidated statement of comprehensive income. Where leases are modified the
right of use asset and lease liability are remeasured at the date of
modification to account for the modification.
Finance income and finance expenses
Finance income and finance expenses are recognised in profit or loss as they
accrue, using the effective interest method. Finance income relates to
interest income on the Group's bank account balances.
Interest payable comprises interest payable or finance charges on loans
classified as liabilities.
Dividend distributions
Dividend distributions are recognised as transactions with owners on payment
when liability to pay is established.
Intangible assets - Goodwill
Goodwill represents amounts arising on acquisition of subsidiaries. Goodwill
represents the difference between the cost of the acquisition and the fair
value of the net identifiable assets and contingent liabilities acquired.
Identifiable intangible assets are those which can be sold separately or which
arise from legal rights regardless of whether those rights are separable.
Goodwill on acquisition of subsidiaries is included in intangible assets.
Goodwill is allocated to cash generating units and is not amortised, but is
tested annually for impairment.
If the fair value of the net assets acquired is in excess of the aggregate
consideration transferred, the Group re-assesses whether it has correctly
identified all of the assets acquired and all of the liabilities assumed and
reviews the procedures used to measure the amounts to be recognised at the
acquisition date. If the reassessment still results in an excess of the fair
value of net assets acquired over the aggregate consideration transferred,
then the gain is recognised in profit or loss.
Intangible assets - research and development expenditure
Research costs are expensed as incurred. Development expenditures on an
individual project are recognised as
an intangible asset when the Group can demonstrate:
· the technical feasibility of completing the intangible asset so that
the asset will be available for use or sale;
· its intention to complete and its ability and intention to use or
sell the asset;
· how the asset will generate future economic benefits;
· the availability of resources to complete the asset; and
· the ability to measure reliably the expenditure during development.
Following initial recognition of the development expenditure as an asset, the
asset is carried at cost less any accumulated amortisation and accumulated
impairment losses.
Amortisation of the asset begins from the date development is complete and the
asset is available for use, which may be before first sale. It is amortised
over the period of expected future benefit. Amortisation is charged to the
consolidated statement of comprehensive income. During the period of
development, the asset is tested for impairment annually.
In 2024 there were Twenty-eight (2023: Twenty-three) capitalised development
projects. The projects undertaken in the current and prior year relate to the
development of new functionality within the Vuelio and Pulsar platforms. The
directors assessed the capitalisation criteria of its internally generated
material intangible assets through a review of the output of the work
performed, the specific costs proposed for capitalisation, the likely
completion of the work and the likely future benefits to be generated from the
work.
The directors assess the useful life of the completed capitalised development
projects to be five years from the date of the first sale or when benefits
begin to be realised and amortisation will begin at that time.
Intangible assets - database
On acquisition of businesses in prior years, a fair value was calculated in
respect of the PR and media contacts databases acquired. Subsequent
expenditure on maintaining this database is expensed as incurred. Amortisation
is calculated on a straight-line basis over the estimated useful economic life
of the database. It is the directors' view that this useful economic life is
three years based on the level of ongoing investment required to maintain the
quality of data in the database.
Intangible assets - customer relationships
On acquisition of businesses in the current and prior years, a fair value was
calculated in respect of the customer relationships acquired. Amortisation is
calculated on a straight-line basis over the estimated useful economic life of
the customer relationships. It is the directors' view that this useful
economic life is up to 14 years, based on known and forecast customer
retention rates.
Intangible assets - brand value
Acquired brands, which are controlled through custody or legal rights and
could be sold separately from the rest of the Group's businesses, are
capitalised where fair value can be reliably measured. The Group applies a
straight-line amortisation policy on all brand values.
The conclusion is that a realistic life for the brand equity would be up to a
'generation' or 20 years. Where there is an indication of impairment, the
directors will perform an impairment review by analysing the future discounted
cash flows over the remaining life of the brand asset to determine whether
impairment is required.
Software licences
Software licences include software that is not integral to a related item of
hardware. These items are stated at cost less accumulated amortisation and any
impairment. Amortisation is calculated on a straight-line basis over the
estimated useful economic life.
Although perpetual licences are maintained under support and maintenance
agreements, a useful economic life of five years has been determined.
Impairment of non-financial assets
An impairment loss is recognised whenever the carrying amount of an asset or
its cash-generating unit exceeds its recoverable amount. Impairment losses are
recognised in the profit or loss within non-recurring admin expenses.
Impairment losses recognised in respect of cash-generating units are allocated
first to the carrying amount of the goodwill allocated to that cash-generating
unit and then to the carrying amount of the other assets in the unit on a pro
rata basis, applied in priority to non-current assets ahead of more liquid
items. A cash-generating unit is the smallest identifiable group of assets
that generates cash inflows that are largely independent of the cash inflows
from other assets or groups of assets.
Financial instruments
Financial assets
Financial assets are measured at amortised cost, fair value through other
comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
The measurement basis is determined by reference to both the business model
for managing the financial asset and the contractual cash flow characteristics
of the financial asset. The Group's financial assets comprise of trade and
other receivables and cash and cash equivalents.
Trade receivables
Trade receivables are measured at amortised cost and are carried at the
original invoice amount less allowances for expected credit losses.
Expected credit losses are calculated in accordance with the simplified
approach permitted by IFRS 9, using a provision matrix applying lifetime
historical credit loss experience to the trade receivables.
Expected credit losses are calculated in accordance with the simplified
approach permitted by IFRS 9, using a provision matrix applying lifetime
historical credit loss experience to the trade receivables. The expected
credit loss rate varies depending on whether, and the extent to which,
settlement of the trade receivables is overdue and it is also adjusted as
appropriate to reflect current economic conditions and estimates of future
conditions. For the purpose of determining credit loss rates, customers are
classified into groupings that have similar loss patterns. The key drivers of
the loss rate are the aging of the debtor, the geographic location and the
Company sector (public vs private). When a trade receivable is determined to
have no reasonable expectation of recovery it is written off, firstly against
any expected credit loss allowance available and then to the statement of
comprehensive income.
Subsequent recoveries of amounts previously provided for or written off are
credited to the statement of comprehensive income. Long-term receivables are
discounted where the effect is material.
Cash and cash equivalents
Cash held in deposit accounts is measured at amortised cost.
Financial liabilities
The Group's financial liabilities consist of trade payables, loans and
borrowings, and other financial liabilities. Trade payables are non-interest
bearing. Trade payables initially recognised at their fair value and
subsequently measured at amortised cost. Loans and borrowings and other
financial liabilities, are initially measured at fair value, net of
transaction costs, and are subsequently measured at amortised cost using the
effective interest rate method. Interest expense is measured on an effective
interest rate basis and recognised in the statement of comprehensive income
over the relevant period.
Provisions
Provisions are recognised when there is a present obligation (legal or
constructive) as a result of a past event, it is probable that the obligation
will be required to be settled, and a reliable estimate can be made of the
amount of the obligation. The amount recognised as a provision is the best
estimate of the consideration required to settle the present obligation at the
end of the reporting period, taking into account the risks and uncertainties
surrounding the obligation. Provisions are discounted when the time value of
money is material.
Deferred income
The Group's customer contracts include a diverse range of payment schedules
dependent upon the nature and type of services being provided. The Group often
agrees payment schedules at the inception of long-term contracts under which
it receives payments throughout the term of contracts. These payment schedules
may include progress payments as well as regular monthly or quarterly payments
for ongoing service delivery. Payments for transactional services may be at
delivery date, in arrears or in advance.
A contract liability is the obligation to transfer goods or services to a
customer for which the Group has received consideration (or an amount of
consideration is due) from the customer. If a customer pays consideration
before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or the payment is due
(whichever is earlier). Contract liabilities are recognised as revenue when
the Group performs under the contract. The aggregate amount is disclosed in
Note 16.
Current and deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is
recognised in the consolidated statement of comprehensive income except to the
extent that it relates to items recognised directly in equity, in which case
it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year,
using tax rates enacted or substantively enacted at the reporting date, and
any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts
used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of
assets or liabilities that affect neither accounting nor taxable profit other
than in a business combination, and differences relating to investments in
subsidiaries to the extent that they will probably not reverse in the
foreseeable future. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets
and liabilities, using tax rates enacted or substantively enacted at the
reporting date.
The recognition of deferred tax assets is based upon whether it is more likely
than not that sufficient and suitable taxable profits will be available in the
future, against which the reversal of temporary differences can be deducted.
Recognition, therefore, involves judgement regarding the future financial
performance of the particular legal entity or tax group in which the deferred
tax asset has been recognised. Historical differences between forecast and
actual taxable profits have not resulted in material adjustments to the
recognition of deferred tax assets.
Research and development tax credit
Companies within the Group may be entitled to claim special tax allowances in
relation to qualifying research and development (R&D) expenditure (e.g.
R&D tax credits). The Group accounts for such allowances as tax credits,
which means that they are recognised when it is probable that the benefit will
flow to the Group and that benefit can be reliably measured. They are claimed
through the research and development expenditure credit (RDEC) tax credit
scheme and recognised in the financial statements through non-recurring
administrative expenses on the income statement and Trade and other
receivables on the balance sheet, until the cash is received.
Share-based payments
The Group issues equity-settled share-based payments to certain employees.
These equity-settled share-based payments are measured at fair-value at the
date of the grant. The fair value as determined at the grant date is expensed
on a straight-line basis over the vesting period, based on the Group's
estimate of shares that will eventually vest. Fair value is measured by use of
the Monte Carlo method. The charges to profit or loss are recognised in the
subsidiary employing the individual concerned.
Employee benefits
Individual subsidiaries of the Group operate defined contribution pension
schemes for their employees. The assets of the schemes are not managed by the
Group and are held separately from those of the Group. The annual
contributions payable are charged to the statement of comprehensive income
when they fall due for payment.
3. Revenue
The Group's revenue is primarily derived from the rendering of services. The
Group's revenue was generated from the following territories:
2024 2023
£'000 £'000
United Kingdom 22,253 22,353
North America 3,360 2,875
Europe excluding UK 3,300 2,129
Australia and New Zealand 25,379 26,530
Asia 7,451 8,010
Rest of the world 254 505
TOTAL 61,997 62,402
4. Segment reporting
Segment information is presented in respect of the Group's operating segments
which are based upon the Group's management and internal business reporting.
Segment results, assets and liabilities include items directly attributable to
a segment as well as those that can be allocated on a reasonable basis.
Unallocated items comprise mainly head office expenses.
No single customer generates more than 10% of the Group's revenue. The Group
operating segments have been decided upon according to the geographic markets
in which they operate being the information provided to the Chief Executive
Officer and the Board, given both regions provide the same products and
services
EMEA & NA covers the United Kingdom, Europe and North America. APAC covers
Australia, New Zealand and Southeast Asia.
The segment information for the year ended 30 November 2024, is as follows:
EMEA & NA APAC Total
2024 £'000 £'000 £'000
External revenue 29,250 32,747 61,997
Adjusted EBITDA 2,456 6,823 9,279
Non-recurring costs (1,806) (6,755) (8,561)
Share of loss of associate (128) - (128)
Gain on sale of associate 1,457 - 1,457
Share-based payments (484) (96) (580)
Depreciation and amortisation (3,177) (4,394) (7,571)
Financial income 10 8 18
Financial expense 489 (1,073) (584)
Taxation 128 (31) 97
Loss After Tax (1,055) (5,518) (6,573)
Reportable segment assets 28,843 59,558 88,401
Reportable segment liabilities 26,086 19,631 45,717
Other information: Additions to intangible assets 4,350 2,227 6,577
Other information: Additions to property, plant and equipment 135 94 229
The segment information for the year ended 30 November 2023, is as follows:
EMEA & NA APAC Total
2023 £'000 £'000 £'000
External revenue 28,193 34,209 62,402
Adjusted EBITDA 471 6,792 7,263
Non-recurring costs (2,692) (6,296) (8,988)
Share of loss of associate (198) - (198)
Share-based payments (764) (151) (915)
Depreciation and amortisation (3,916) (3,838) (7,754)
Financial income 10 2 12
Financial expense 784 (1,037) (253)
Taxation 238 2,693 2,931
Loss After Tax (6,067) (1,835) (7,902)
Reportable segment assets 46,032 44,657 90,689
Reportable segment liabilities 22,634 18,369 41,003
Other information: Additions to intangible assets 5,309 3,266 8,575
Other information: Additions to property, plant and equipment 76 433 509
Other information: Investment in associate - equity method 264 - 264
5. Operating loss
Operating loss is stated after charging: 2024 2023
£'000 £'000
Employee benefit expenses before capitalised costs 28,971 34,344
Depreciation of property, plant and equipment 308 524
Depreciation charge 1,370 1,526
Amortisation of development costs 4,122 3,573
Amortisation of acquired software platforms 682 1,013
Amortisation of brand values 208 212
Amortisation of software licences 64 66
Amortisation of customer list 816 840
Loss on disposal of property, plant and equipment - 20
Loss on foreign currency translation 89 89
Non-recurring items (see below) 8,561 8,988
Auditor's remuneration (see below) 626 589
Research and development and other technical 5,348 646
expenditure (a further £6,577,000 (2023: £8,498,000) was capitalised)
Increase in expected credit loss provision 279 120
Non-recurring items
The non-recurring costs are made up of the following:
Non-recurring salary costs - integration and restructuring 6,101 7,231
Non-recurring duplicated technology costs 2,050 1,888
Non-recurring copyright related expense - 528
Non-recurring expense - other 410 321
Non-recurring income - business rates overprovision - (980)
TOTAL 8,561 8,988
Auditor's remuneration is further analysed as:
Fees payable to the Company's auditor for the audit of the Company's annual 278 241
accounts
The audit of the Company's subsidiaries, pursuant to legislation 348 348
TOTAL 626 589
6. Particulars of employees
The average number of persons (including directors) employed by the Group
during the year was:
2024 2023
Technical and support 145 168
Commercial 719 777
Finance and administration 68 83
932 1,028
Costs incurred in respect of these employees were:
2024 2023
£'000 £'000
Wages and salaries costs 23,584 27,994
Social security costs 1,492 1,656
Pension costs 1,717 1,978
Health insurance 224 219
Employee benefits 1,875 1,575
Compensation for loss of office 281 926
29,173 34,348
The compensation for loss of office charge of £281,000 (2023: £926,000)
relates to 70 employees (2023: 66) who were made redundant during the year.
The reportable key management personnel are considered to be comprised of the
Company directors, the remuneration for whose services during the year is
detailed below.
Salaries Fees 2024 2023
Directors' remuneration £ £ £ £
Executive Directors
J Arnold 391,667 - 391,667 400,000
M Fautley 229,167 - 229,167 250,000
Non-Executive Directors
C Satterthwaite 70,000 - 70,000 80,000
C Pilling 35,000 - 35,000 40,000
K Puris - - - 16,667
L Gilbert - 27,500 27,500 40,000
S Vawda 48,125 - 48,125 50,625
M Royde - 13,333 13,333 -
TOTAL 773,959 40,833 814,792 877,292
L Gilbert resigned on the 29 August 2024. J Arnold received payments into a
personal retirement money purchase pension scheme during the year of £40,000
(2023: £40,000).
M Fautley received health insurance benefits during the year of £1,345 (2023:
£992). M Fautley received payments into a personal retirement money purchase
pension scheme during the year of £Nil (2023: £18,750) and pension allowance
of £21,961 (2023: £5,490). No other directors received any other benefits
other than those detailed above.
The directors who have served during the year and details of their interests,
including family interests, in the Company's ordinary 5p shares at 30 November
2024 are disclosed below:
30 Nov 24 Share options 30 Nov 24 30 Nov 23 Share options 30 Nov 23
Beneficial No. granted Options No. Beneficial No. granted Options No.
J Arnold 754,281 1,857,106 3,457,106 754,281 - 1,600,000
C Satterthwaite 94,596 - 39,603 94,596 - 39,603
M Fautley 79,811 1,160,691 1,560,691 79,811 - 400,000
C Pilling 50,000 - 19,801 50,000 - 19,801
M Royde - - - - - -
L Gilbert - - - - - 19,801
S Vawda* 16,666 - 19,801 16,666 - 19,801
TOTAL 995,354 3,017,797 5,097,002 995,354 - 2,099,006
*Shares held by Vawda Associates, a company wholly owned by S Vawda.
7. Financial expense
2024 2023
£'000 £'000
Interest charge in respect of lease liabilities 198 229
Interest on bank loans 344
Other interest 42 24
Total financial expense 584 253
8. Taxation 2024 2023
£'000 £'000
Current income tax
UK corporation tax credit for the year 90 92
Adjustment in respect of prior year (136) 5
Double Taxation Relief (90) (92)
Foreign taxation 160 150
Adjustment in respect of prior periods (foreign tax) 26 22
Total current income tax credit 50 177
Deferred tax (Note 21)
Origination and reversal of temporary differences 592 (3,110)
Adjustments in respect of prior periods (739) 2
Total deferred tax (147) (3,108)
Total tax credit (97) (2,931)
As shown below the tax assessed on the loss on ordinary activities for the
year is lower than (2023: lower than) the standard rate of corporation tax in
the UK of 25% (2023: 23%).
The differences are explained as follows: 2024 2023
Factors affecting tax credit £'000 £'000
Loss on ordinary activities before tax (6,670) (10,833)
Loss on ordinary activities multiplied by effective rate of tax (1,934) (2,492)
Items not deductible for tax purposes (10) 767
Adjustment in respect of prior years (875) (1,086)
Additional R&D claim CTA 2009 (271) (149)
Deferred tax not recognised 2,993 29
Total tax credit (97) (2,931)
Factors that may affect future tax expenses: The corporation tax rate of 25%
remains the same from 1 April 2024.
9. Earnings per share
In 2024 and 2023 potential ordinary shares from the share option schemes have
an anti-dilutive effect due to the Group being in a loss making position. As a
result, dilutive loss per share is disclosed as the same value as basic loss
per share. This has been computed as follows:
Numerator 2024 2023
£'000 £'000
Loss for the year and earnings used in basic EPS (7,582) (11,603)
Earnings used in diluted EPS (7,582) (11,603)
Denominator
Weighted average number of shares used in basic EPS ('000) 127,699 127,699
Effects of:
Dilutive effect of options N/A N/A
Dilutive effect of loan note conversion N/A N/A
Weighted average number of shares used in diluted EPS ('000) 127,699 127,699
Basic loss per share (pence) (5.94) (9.09)
Diluted loss per share for the year (pence) (5.94) (9.09)
The total number of options or warrants granted at 30 November 2024 of
13,815,746 (2023: 6,893,987), would generate £3,436,353 (2023: £3,757,862)
in cash if exercised. At 30 November 2024, 1,644,084 options (2023: 1,806,045)
were priced above the mid-market closing price of 59p per share (2023: 57p per
share) and 12,171,662 (2023: 5,087,942 ) were below. Of the options and
warrants at 30 November 2024, 12,425,265 (2023: 3,578,654) staff options and
1,390,481 (2023: 1,390,481) warrants were eligible for exercising. The
warrants are priced at 27.5p per share held by Elderstreet VCT plc and other
individuals consequent to an initial investment in the Company in October
2008.
10. Intangible fixed assets
Brand value Goodwill Development Software Licenses Database Customer relationships Total
costs and
acquired
software
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Cost
At 30 November 2022 2,979 39,216 26,964 569 1,290 12,447 83,465
Capitalised during the year - - 8,498 77 - - 8,575
Foreign exchange movement (55) (2,122) (712) (9) - (724) (3,622)
At 30 November 2023 2,924 37,094 34,750 637 1,290 11,723 88,418
Capitalised during the year - - 6,577 - - - 6,577
Foreign exchange movement (15) (546) (270) 26 - (194) (999)
At 30 November 2024 2,909 36,548 41,057 663 1,290 11,529 93,996
Amortisation and impairment
At 30 November 2022 1,175 8,996 459 1,290 2,276 14,196
Charge for the year 212 - 4,586 66 - 840 5,704
Foreign exchange movement (13) - 13 (10) - (93) (103)
At 30 November 2023 1,374 - 13,595 515 1,290 3,023 19,797
Charge for the year 208 - 4,804 64 - 816 5,892
Foreign exchange movement (6) - (68) 25 - (50) (99)
At 30 November 2024 1,576 - 18,331 604 1,290 3,789 25,590
Net Book Value
At 30 November 2024 1,333 36,548 22,726 59 - 7,740 68,406
At 30 November 2023 1,550 37,094 21,156 121 - 8,700 68,621
Brand value, Goodwill, Database, Customer relationships and acquired software
platforms are acquisition related intangibles. Of the £4,804,000 (2023:
£4,586,000) amortisation charge on Development costs and acquired software
platforms, £683,000 (2023: £1,013,000) relates to acquired software
platforms, bringing the total amortisation on acquisition related intangibles
to £1,707,000 (2023: £2,065,000). Amortisation on internally generated
intangibles totals £4,186,000 (2023: 3,639,000).
The carrying value of individually material intangible assets are as follows:
Carrying amount
Brand 2024 2023
£'000 £'000
Access Intelligence Media and Communications 360 420
ResponseSource 213 228
Pulsar 358 383
Isentia 411 520
Development costs and acquired software platforms
AIMediaData - Vuelio Platform Development 5,419 4,976
ResponseSource - Platform Development - -
Pulsar - Platform Development 6,278 5,415
Isentia - Platform Development 10,455 10,765
Customer relationships
ResponseSource - Acquired Customer Relationships 365 490
Isentia - Acquired Customer Relationships 7,523 8,210
For the purposes of impairment testing, goodwill is allocated to the Group's
CGUs which are the lowest level within the Group at which goodwill is
monitored.
The carrying value of goodwill allocated to CGUs within the Group is:
2024 2023
Goodwill £'000 £'000
EMEA & NA 7,740 7,740
APAC 28,808 29,354
At the reporting date, impairment tests were undertaken by comparing the
carrying values of CGUs with their recoverable amounts. The recoverable
amounts of the CGUs are based on value-in-use calculations. These calculations
use pre-tax cash flow projections covering a five-year period based on
approved budgets and forecasts in the first three years, followed by applying
specific growth rates for which the key assumptions in respect of annual
revenue growth rates of 5.0% in years 4 to 5 and 3.0% thereafter.
The key assumptions used for value-in-use calculations are those regarding
revenue growth rates and discount rates over the forecast period. Growth rates
are based on past experience, the anticipated impact of the CGUs significant
investment in research and development, and expectations of future changes in
the market.
The pre-tax discount rates used for both the EMEA & NA and APAC CGUs was
14%, based on an assessment of the Group's cost of capital and on comparison
with other listed technology companies.
The terminal growth rate used for the purposes of goodwill impairment
assessments was 2.0%. The Board considered that no impairment to goodwill is
necessary based on the value-in-use reviews of EMEA & NA or APAC as the
value-in-use calculations exceeded the carrying values of goodwill relating to
those companies.
Sensitivity analysis has been performed on reasonably possible changes in
assumptions upon which recoverable amounts have been estimated. Based on the
sensitivity analysis, a reduction of 44.5% in EBITDA delivered by EMEA &
NA would result in the carrying value of its CGU being equal to the
recoverable amount. For APAC, a 21.5% reduction in EBITDA would result in the
carrying value of its CGU being equal to the recoverable amount.
For EMEA & NA, a 18.6% percentage point increase in the discount rate
would result in the carrying value of its CGU being equal to the recoverable
amount. For APAC, a 2.9% percentage point increase in the discount rate would
result in the carrying value of its CGU being equal to the recoverable amount.
Other impairments
Other intangible assets are tested for impairment if indicators of an
impairment exist. Such indicators include performance falling short of
expectation.
The directors considered that there were no indicators of impairment relating
to the intangible fixed assets at 30 November 2024.
11. Investment in associate
2024 2023
£'000 £'000
Cost
At 1 December 1,872 1,872
Additions 75 -
Disposals (1,872) -
At 30 November 75 1,872
Share of loss of associate and impairment
At 1 December 1,608 1,410
Share of loss of associate 128 198
Disposal (1,736) -
At 30 November - 1,608
Net Book Value
At 1 December 264 462
At 30 November 75 264
During the year ended 30 November 2024, 20.3% of the shares in TrackRecord
holdings Limited were sold by the group for £1,419,000, leaving 1.1% at a
carrying value of £75,000. The loan balance of £100,000 remains outstanding
and has been reclassified as an Other receivable.
At the date of disposal the carrying amount of the investment was £137,000,
which means the profit on disposal is £1,457,000. During the year prior to
the sale, the Group's share of the loss of TrackRecord Holdings Limited was
£128,000 (2023: £198,000). As the Group applies the equity method of
accounting for its investment in TrackRecord Holdings Limited, the carrying
value of investments in associates is reduced by this share of loss at the
disposal date.
The shareholding in TrackRecord Holdings Limited is treated as an investment
as the Group is not able to exercise control over the Company due to only
having a 1.1% shareholding (2023: 21.4%).
12. Property, plant and equipment
Fixtures, fitting and equipment Leasehold improvements
Total
£'000 £'000 £'
00
0
Cost
At 30 November 2022 1,443 762 2,205
Additions 186 323 509
Disposals - (628) (628)
Foreign exchange movement (22) (82) (104)
At 30 November 2023 1,607 375 1,982
Additions 83 146 229
Disposals (94) (90) (184)
Foreign exchange movement (50) (25) (75)
At 30 November 2024 1,546 406 1,952
Depreciation and impairment
At 30 November 2022 767 577 1,344
Charge for the year 363 161 524
Disposals - (608) (608)
Foreign exchange movement (1) (70) (71)
At 30 November 2023 1,129 60 1,189
Charge for the year 223 85 308
Disposals (91) (85) (176)
Foreign exchange movement (34) (18) (52)
At 30 November 2024 1,227 42 1,269
Net Book Value
At 30 November 2023 319 364 683
At 30 November 2023 478 315 793
13. Trade and other receivables
2024 2023
£'000 £'000
Current assets
Trade receivables 5,003 5,318
Less: provision for impairment of trade receivables (172) (265)
Trade receivables - net 4,831 5,053
Prepayments 1,862 2,256
Commission prepayments 1,994 1,700
Other receivables 553 756
9,240 9,765
All trade receivables are reviewed by management and are considered
collectable. The ageing of trade receivables which are past due and not
impaired is as follows:
2024 2023
£'000 £'000
Days outstanding
31-60 days 306 868
61-90 days 24 409
91-180 days 158 564
488 1,841
Movements on the Group provision for impairment of trade receivables are as
follows:
2024 2023
£'000 £'000
At 1 December 265 304
Increase in provision 279 120
Write-offs in year (372) (159)
At 30 November 172 265
As in the prior year, the Group applies the IFRS 9 simplified approach to
measuring expected credit losses using a lifetime expected credit loss
provision to reflect the risk of default on trade receivables. Default is
defined as a situation in which a customer does not pay amounts that it owes
to the Group and may occur due to a number of reasons, including the financial
health of the customer or where the customer disputes the amount owed and it
is not considered to be economical to recover the amount through a legal
process.
To calculate the credit loss provision, trade receivables have been split into
different categories along three lines: region, aging and public/private
sector. The expected loss rates applied to these categories are as follows;
· Region - 0.7% to 8.5%
· Aging - 0.5% to 10%
· Public/Private - 0.8%/1.8%
The expected loss rates are based on the Group's historical credit losses
experienced over the three year period prior to the period end. The historical
loss rates are then adjusted for current and forward-looking information on
macroeconomic factors affecting the Group's customers.
The creation and release of a provision for impaired receivables has been
included in 'administrative expenses' in the consolidated statement of
comprehensive income. Amounts charged to the allowance account are generally
written off, where there is no expectation of recovering additional cash.
The other asset classes within trade and other receivables do not contain
impaired assets.
The maximum exposure to credit risk at the reporting date is the carrying
value of each class of receivable mentioned above together with our cash
deposits totalling £1,001,000 (2023: £2,248,000). The Group does not hold
any collateral as security.
Credit risk is a judgement made by management based on sector and necessary
allowances are made when needed by assessing changes in our customers' credit
profiles and credit ratings.
14. Trade and other payables
2024 2023
Due within one year £'000 £'000
Trade and other payables 9,781 10,304
Other taxes and social security costs 349 1,496
RDEC deferred grant income 354 -
VAT payable 648 1,733
11,132 13,533
15. Leases
Group as a lessee
The Group leases a number of properties in the jurisdictions from which it
operates.
Set out below are the carrying amounts of right-of-use assets recognised and
the movements during the period:
Right-of-use assets Land & buildings
£'000s
At 30 November 2022 1,896
Additions 1,899
Depreciation charge (1,526)
Foreign exchange movements (79)
At 30 November 2023 2,190
Additions 1,870
Depreciation charge (1,370)
Disposals (312)
Lease modification 721
Foreign exchange movements (32)
At 30 November 2024 3,067
Set out below are the carrying amounts of lease liabilities and the movements
during the period:
Land & buildings
Lease liabilities £'000s
At 30 November 2022 2,517
Accretion of interest 229
Additions 1.899
Lease payments (2,029)
Foreign exchange movements (83)
At 30 November 2023 2,533
Accretion of interest 198
Effect of modification to lease terms 721
Additions 1,716
Reversal of lease liabilities (684)
Lease payments (1,211)
Foreign exchange movements (34)
At 30 November 2024 3,239
Lease liability maturity analysis - undiscounted contractual cash flows 2024 2023
£'000 £'000
Less than one year 1,238 1,388
Between one and five years 2,264 1,370
More than five years - -
3,502 2,758
The following are the amounts to be recognised in profit or loss:
2024 2023
£'000 £'000
Depreciation charge 1,370 1,526
Interest expense on lease liabilities 198 229
Total amount recognised in profit or loss 1,568 1,755
The Group had total cash outflows for leases of £1,211,000 in 2024 (2023:
£2,029,000). The Group also had non-cash additions to right-of-use assets of
£1,870,000 (2023: 308,000) and lease liabilities of All Contract liabilities
are expected to be recognised within one year.
£1,716,000 in 2024 (2023: £308,000). There are no leases that have not yet
commenced to be disclosed. There were no short-term leases or low value leases
taken out in the year.
16. Contract Liabilities
2024 2023
£'000 £'000
At 1 December 15,031 11,019
Invoiced during the year 63,105 66,414
Revenue recognised during the year (61,997) (62,402)
At 30 November 16,139 15,031
All Contract liabilities are expected to be recognised within one year.
17. Financial instruments
The Group's treasury activities are designed to provide suitable, flexible
funding arrangements to satisfy the Group's requirements. The Group uses
financial instruments comprising borrowings, cash, liquid resources and items
such as trade receivables and payables that arise directly from its
operations. The main risks arising from the Group financial instruments relate
to the maintaining of liquidity across the Group's entities and debt
collection. The Board reviews policies for managing each of these risks and
they are summarised below. The Group finances its operations through a
combination of cash resources, loan notes and equity. Short term flexibility
is provided by moving resources between the individual subsidiaries.
Exposure to interest rate fluctuations is minimal as all borrowings are at
fixed rates of interest. The Group also has various deposit facilities on
which 0.01% - 2.4% interest was being earned throughout 2024 (2023: 0.01% -
2.40%) and will be optimising the use of these accounts going forward. The
Group's exposure to interest rate risk is not significant and therefore no
sensitivity analysis has been performed. Foreign exchange risk arises when
individual Group entities enter into transactions denominated in a currency
other than their functional currency. The Group's policy is, where possible,
to allow Group entities to settle liabilities denominated in their functional
currency with the cash generated from their own operations in that currency.
Where Group entities have liabilities denominated in a currency other than
their functional currency (and have insufficient reserves of that currency to
settle them), cash already denominated in that currency will, where possible,
be transferred from elsewhere within the Group.
At 30 November 2024 the Group had £5,943,000 borrowings (2023 £Nil).
There is no material difference between the fair values and book values of the
Group's financial instruments. Short term trade receivables and payables have
been excluded from the above disclosures.
The objectives of the Group's treasury activities are to manage financial
risk, secure cost-effective funding where necessary and minimise the adverse
effects of fluctuations in the financial markets on the value of the Group's
financial assets and liabilities, on reported profitability and on the cash
flow of the Group. Interest income is sought wherever possible and in 2024
produced £18,000 (2023: £12,000) of income.
The Group's principal financial instruments for fundraising are through share
issues.
Financial instruments by category
2024 2023
£'000 £'000
Financial assets
Trade and other receivables excluding prepayments 5,384 5,809
Cash and cash equivalents 1,001 2,248
6,385 8,057
Financial assets
Trade and other payables 11,132 10,304
Lease liabilities 3,239 2,533
14,371 12,837
Undiscounted contractual maturity of financial liabilities
Amounts due within one year 12,370 11,692
Amounts due between one and five years 2,264 1,370
14,634 13,062
Less: future interest charges (263) (225)
Financial liabilities carrying value 14,371 12,837
The liquidity risk relating to the contractual liabilities listed above is
managed on a local basis through their day to day cash management. The Group
is liquid with £1,001,000 (2023: £2,248,000) available cash resources
against a liability payable within the next 12 months of £12,370,000 (2023:
£11,692,000). Management monitor cash balances weekly. However should any
subsidiary, or the Company, find that it does not have the liquidity to pay a
debt as it becomes due an inter-company cash transfer will be made available
by another member of the Group.
Foreign exchange risk is managed by assessing the value of non-sterling
revenue against the value of non-sterling costs in each currency. Currently no
hedging is considered necessary due to the natural offset of revenues and
costs in each currency.
18. Financial and operational risk management
The Group's activities expose it to a variety of financial risks which are
managed by the Group and subsidiary management teams as part of their
day-to-day responsibilities. The Group's overall risk management policy
concentrates on those areas of exposure most relevant to its operations. These
fall into six categories:
• Economic or political disruption risk - that disruption may affect demand
for our products and services or our ability to maintain operations or on the
cost of our delivery of services;
• Competitive risk - that our products are no longer competitive or relevant
to our customers;
• Treasury and liquidity risk - that we run out of the cash required to run
the business;
• Information security risk - the impacts that could occur due to threats
and vulnerabilities associated with the operation and use of information
systems and the environments in which those systems operate;
• Key personnel risk - that we cannot attract and retain talented people;
and
• Capital risk - that we do not have an optimal structure to allow for
future acquisition and growth.
Further information on these risks and the Group's actions to mitigate them is
provided on pages 27 to 31 of the Strategic Report.
19. Deferred tax assets and liabilities
The following are the major deferred tax assets and liabilities recognised by
the Group and the movements thereon during the current year and the prior
year:
Tax losses Fixed asset timing differences IFRS 16 ROU asset IFRS 16 lease liability FV of intangible assets Total
£'000 £'000 £'000 £'000 £'000 £'000
At 1 November 2022 (4,309) 655 241 (291) 4,763 1,059
Charge to profit or loss (3,020) 93 (145) 187 (223) (3,108)
Change due to FX 298 - - - - 298
At 1 November 2023 (7,031) 748 96 (104) 4,540 (1,751)
Charge to profit or loss 120 498 287 (297) (755) (147)
Change due to FX 504 (404) 100
At 1 November 2024 (6,407) 1,246 383 (401) 3,381 (1,798)
At the reporting date the Group had unrecognised unused tax losses of
approximately £28,638,000 (2023: £19,680,000) available for offset against
future profits. The tax losses do not have any expiry date.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets against current tax liabilities
and when the deferred tax assets and liabilities relate to income taxes levied
by the same taxation authority on either the taxable entity or different
taxable entities where there is an intention to settle the balances on a net
basis.
£1,798,000 (2023: £1,751,000) of deferred tax losses are recognised in
excess of the associated deferred tax liabilities in Australia where future
forecasted profits are considered sufficient to utilise the excess losses.
Deferred tax assets totalling £7,761,000 (2023: £4,920,000) arising in
respect of losses have not been included in the statement of financial
position due to uncertainties in regard to their recoverability.
The aggregate amounts of deferred tax balances in each Group entity, after
allowable offset, for financial reporting purposes are:
2024 2023
£'000 £'000
Deferred tax assets 5,884 6,808
Deferred tax liabilities (4,086) (5,057)
Total 1,798 1,751
20. Share Capital
Equity: Ordinary shares of 5p each 2024 2023
£'000
£'000
Allotted, issued and fully paid 130,524,386 ordinary shares of 5p each (2023: 6,526 6,526
130,524,386 ordinary shares of 5p each)
2024 2023
Number of shares at 1 December and 30 November 130,524,386 130,524,386
At 1 December 2021, the Company had 2,927,315 5p shares held in treasury.
During 2021, 101,669 of these shares were allotted, with the number of shares
held in treasury at the year end being 2,825,646. The shares held in treasury
have no voting rights, or rights to dividends and so total issued share
capital for voting and dividend purposes at the year end was 127,698,740
(2023: 127,698,740).
On 14 June 2022, 53,351 shares were allotted out of treasury at a price of
56.0p per share due to an exercise of employee share options. Gross proceeds
were £30,000.
On 14 July 2022, 48,318 shares were allotted out of treasury at a price of
56.0p per share due to an exercise of employee share options. Gross proceeds
were £27,000. In November 2022 and November 2023, the Company's total share
capital was 130,524,386 and the total issued share capital for voting and
dividend purposes, excluding shares held in treasury, was 127,698,740.
Transaction costs associated with share issues in the year amounted to £Nil
(2023: £Nil). Transaction costs are accounted for as a reduction from the
share premium account.
On 12th July 2024 a total of 7,490,294 options were granted with an exercise
price of 5p and a stock price of 81p. This is in relation to the new LTIP
scheme. More can be found on this in note 21.
21. Equity-settled share-based payments
Date of grant Exercise price No of shares Exercisable between
23 October 2008 27.5p 1,390,481 No time limit
18 February 2019 56.0p 3,211,682 Feb 2022-Feb 2029
24 October 2019 54.5p 366,972 Oct 2022-Oct 2029
31 July 2020 65.0p 1,511,915 Jul 2023-Jul 2030
19 May 2021 134.0p 294,130 May 2024-May 2031
01 October 2021 5.0p 118,807 Oct 2024-Oct 2031
12 July 2024 5.0p 7,490,294 Nov 2026 - Nov 2028
14,384,281
Details of the movements in the weighted average exercise price ("WAEP") and
number of share options during the current and prior year are as follows:
At start of year Granted Exercised Forfeited At end of year
WAEP 2023 (p) 54.7 - - 63.6 54.5
WAEP 2024 (p) 54.5 - - 56.6 54.3
Options 2023 7,037,524 - - (143,537) 6,893,987
Options 2024 6,893,987 7,490,294 - (568,535) 13,815,746
The range of prices at which options and warrants can be exercised is 27.5p to
134.0p.
During the year there were 7,490,294 options granted (2023: Nil).
The total charge arising on issue of the options was £Nil, with the 2023
charge being £Nil. 568,535 options were cancelled in the year (2023:
143,537).
During the year, Nil share options were exercised.
There are no market, non-market or service conditions as part of the share
option scheme. The only condition existing is that employees must still be in
employment with the Company at the point they exercise the options.
Long Term Value Creation Plan ("LTVCP")
On 2 October 2021 the Board approved the LTVCP which is intended to assist
with the retention and motivation of key employees of the Company with the aim
of incentivising and rewarding exceptional levels of performance over a four
year period. The LTVCP will provide the potential for rewards only if
shareholders benefit from sustained growth in shareholder value over a
four-year period.
The details of the awards for the initial LTVCP participants are set out
below:
Under the LTVCP, the Board has granted certain eligible employees a right
("Participation Right") to receive a proportion of the shareholder value
created above a hurdle ("Hurdle Rate"). The Hurdle Rate has been set at a 12.5
per cent. compound annual growth rate.
For the purposes of the LTVCP, shareholder value created is defined as the
growth in the Company's market capitalisation including net equity cashflows
to shareholders and adjusting for any share issues during the Performance
Period.
Awards under the LTVCP comprise three equal tranches, with measurement dates
on the second, third and fourth anniversaries of the performance start date
(each a "Performance Period").
The shareholder value created at each measurement date will be calculated with
reference to the average market capitalisation of the Company over the three
months immediately preceding and ending on each anniversary.
Where value is created above the Hurdle Rate, initial LTVCP participants will
share 10 per cent. of the shareholder value created above the hurdle ("LTVCP
Pool").
Should the aggregate nominal value of Shares to be issued or then capable of
being issued in respect of each Performance Period exceed 7 per cent. of the
nominal value of the ordinary share capital in issue of the Company at that
time, the LTVCP Pool will be scaled back as required so that the 7 per cent.
threshold is not exceeded.
To the extent that performance does not exceed the hurdle over each
Performance Period, the relevant tranche will lapse in full.
For the initial participants, the performance start date to measure each
Performance Period has been determined as the date of the announcement of the
Isentia acquisition, being 15 June 2021. The base value for the purposes of
the calculation of growth in shareholder value has been set at c.£153.1
million (being calculated by reference to the total number of Ordinary Shares
with voting rights following completion of the Isentia acquisition and the
placing price of 120p for the equity raise announced on 15 June 2021).
At the end of each Performance Period, the Participation Right will convert
into an award in the form of an option to acquire Ordinary Shares at a price
per Ordinary Share equal to the nominal value of an Ordinary Share, being
5 pence per Ordinary Share ("Award"). The number of Ordinary Shares to be
issued pursuant to each Award will be calculated by reference to the Company's
share price at the relevant time.
Awards are subject to a Holding Period ending on the first anniversary of the
end of each Performance Period in respect of which the relevant Award was
granted, unless the Board determines that another period shall be specified in
relation to any Award.
The Board has discretion to vary the outcome applying to a Participation Right
where it considers that the level at which it would convert into an Award:
does not reflect the Board's assessment of overall performance during the
Performance Period; is not appropriate in the context of circumstances that
were unexpected or unforeseen at the grant date; or any other appropriate
reason.
Joanna Arnold and Mark Fautley have each been granted Participation Rights
under the LTVCP. Joanna Arnold's Participation Percentage has been set at 22%
and Mark Fautley's Participation Percentage has been set at 11%. In aggregate,
initial LTVCP participants Participation Percentages equate to a total of 73%
of the available Participation Rights. The unallocated Participation Rights
have been set aside to provide the Company the flexibility to award further
Participation Rights to eligible employees during the performance period. No
further awards will be granted to Joanna Arnold and Mark Fautley under the
LTVCP prior to the end of the four-year performance under the initial award.
On 12th July 2024 a total of 7,490,294 options were granted with an exercise
price of 5p and a stock price of 81p. This is in relation to the new LTIP
scheme. More can be found on this in note 21.
The option movements detailed above resulted in a share-based payment charge
for the Group of £445,000 (2023: £915,000).
22. Cash and cash equivalents
The Group monitors its exposure to liquidity risk based on the net cash flows
that are available. The following provides an analysis of the changes in net
funds:
As at 30 As at 30
November 2023 Cash outflow November 2024
£'000 £'000 £'000
Cash and cash equivalents 2,248 (1,247) 1,001
As at 30 As at 30
November 2022 Cash outflow November 2023
£'000 £'000 £'000
Cash and cash equivalents 4,922 (2,674) 2,248
23. Capital commitments, provisions and contingent liabilities
Capital commitments
The Group had no capital commitments at the end of the financial year or prior
year.
Provisions and contingent liabilities Long Service Leave Provision Leasehold dilapidations
Total
£'000 £'000 £'000
At 1 December 2023 55 335 390
Additions 21 118 139
Released in the year - (225) (225)
Foreign exchange movement - (2) (2)
At 30 November 2024 76 226 302
Due within one year - - -
Due after more than one year 76 226 302
Leasehold dilapidations relate to the estimated cost of returning a leasehold
property to its original state at the end of the lease in accordance with the
lease terms. The main uncertainty relates to estimating the cost that will be
incurred at the end of the lease.
The earliest point at which it is considered that this amount may become
payable is August 2027 for the Group's leasehold property.
Employees in Australia are entitled to two months of long service leave upon
the completion of 10 years service under The Long Service Leave Act 1955. The
Long service leave provision relates to the expected cost of this leave.
24. Related party transactions
Two (2023: two) of the directors have received a proportion of their
remuneration through their companies during the year. The payments represent
short term employee benefits. In all cases the directors are responsible for
their own taxation and national insurance liabilities.
The amounts involved are as follows and relate to activities within their
responsibilities as directors:
2024 2023 2022
£'000 £'000 £'000
LGilbert 27,500 40,000 40,000
MRoyde 13,333 - 40,000
On the 29 August 2024 L Gilbert resigned as a director. Previously they
received their remuneration, £27,500 (2023: £40,000) through a service
company.
During the year, the Group recognised a share-based payment charge of £45,000
(2023: £147,836) in respect of key management personnel.
During the year ended 30 November 2019, the Group made available a loan
facility of £100,000 to Track Record Holdings Limited on an unsecured basis.
The final repayment date of the facility is November 2029 and interest is
payable at a rate of 10% on any amount drawn down from the facility. A
non-utilisation fee of 1% of any amount of the facility not drawn down is also
payable. See note 12 for further details.
25. Pension commitments
Individual subsidiaries of the Group operate defined contribution pension
schemes for their employees. The assets of the schemes are held separately
from those of the Group.
The annual contributions payable are charged to the consolidated statement of
comprehensive income when they fall due for payment.
During the year £1,717,000 (2023: £1,978,000) was contributed by the Group
to individual pension schemes. At 30 November 2024 £Nil pension contributions
were outstanding (2023: £Nil).
26. Interest bearing loans and borrowings
As at 30 November 2024, the Group had the following interest-bearing loans and
borrowings:
Currency Loan Type Interest Types Amount Repayment Terms
GBP Overdraft Interest is calculated on the cleared daily balance of the Account at a rate £3,000,000 Interest is calculated monthly in arrears. Repayment is due on demand.
of 4.00% per annum over the base rate Overdraft extended to 30 November 2025.
GBP Loan 4.00% per annum over the £3,000,000 Interest (7.25%) and annual commitment fee payable of 5% are paid quarterly.
Full repayment due on 20 November 2025.
base rate
Pulsar Group Plc has an unsecured loan facility of £3m in place with Herald
Investment Trust Plc, due for full repayment
on 20 November 2025.
Pulsar Group Plc has an authorised overdraft facility with Bank of Scotland.
Interest Expense
The total interest and commitment fees paid to Herald during the period of the
loan 20 May 2024 - 30 November 2024
were interest: £75,381 and commitment fee: £79,918.
Overdraft Fees
The total overdraft interest fees paid to Bank of Scotland for the period 1
December 2023 to 30 November 2024 are
£191,135.
27. Events after the reporting date
Extension of Loan Terms
Subsequent to the reporting date, the Group reached an agreement with Herald
Investment Trust Plc to extend the repayment terms of the £3,000,000 loan
that was classified as a current liability as at 30 November 2024. The revised
agreement, finalised on 15 April 2025, extends the loan's maturity to 31 July
2026, beyond 12 months from the reporting date.
Subsequent to the reporting date, the Group reached an agreement with Bank of
Scotland to extend the £3,000,000 overdraft facility that was classified as a
current liability as at 30 November 2024. The revised agreement, finalised on
17 December 2024, extends the loan's maturity to 30 November 2025.
As all the events mentioned above were entered into after the end of the
reporting period, it is treated as a non-adjusting event in accordance with
IAS 10 Events After the Reporting Period. No adjustment has been made to the
carrying amount of the liability as at 30 November 2024. This disclosure is
provided to inform users of the financial statements of developments affecting
the Group's financing and liquidity position after the reporting date.
28. Availability of Annual Report
Copies of the Report and Accounts will be posted to shareholders where
requested and the document will be available from the Company's website
(www.pulsargroup.com) later today.
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