REG - React Group PLC - Final Results
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RNS Number : 7860R React Group PLC 05 February 2026
5 February 2026
REACT Group plc
("REACT", the "Group" or the "Company")
Final results for the year ended 30 September 2025
REACT Group plc (AIM: REAT.L), the leading specialist support services
provider to the FM industry, is pleased to announce its audited final results
for the year ended 30 September 2025.
Financial highlights
· Revenue increased by 20% to £24.9m (2024: £20.7m)
- 93% recurring revenue (2024: 87%)
- Sixth successive year of growth through strong organic performance and
strategic acquisitions
· Gross profit strengthened 40% to £8.0m (2024: £5.7m)
· Gross profit margin enhanced by 450 basis points to 32.1% (2024: 27.6%)
· Adjusted EBITDA(1) up 27% to £3.1m (2024: £2.4m)
· Cash of £1.2m (2024: £1.8m)
( )
Operational highlights
· Strong H2 rebound following a softer H1, supported by improved business mix
and disciplined cost control
· Robust cash conversion enabling reinvestment and resilience
· Major new and renewed commercial wins across RNS, retail and industry sectors.
National accounts have been secured with The Works, BP Forecourts and H&M,
while multi-year industrial wins include Danatrol, Flexi Coventry and Haldex.
Infrastructure clients added include Homes England and Smart Managed Solutions
· Project Sparkle fully embedded, delivering real-time operational visibility
· Strengthened leadership driving performance and scalable growth
· Digital platform positioned to scale nationwide window-cleaning operations
· Acquisition of 24hr Aquaflow completed in October, enhancing technical
capability and expanding Growth Service breadth
· Sustained demand for essential reactive and planned services with expanding
cross-sell and upsell opportunities across the Group
Current trading and outlook
· Headwinds experienced in the first half have eased and the Group is now
operating in a more favourable environment; despite the usual seasonal
slowdown, early FY26 trading has been encouraging, supported by sustained
demand for reactive and planned services
· The Group continues to take a cautious approach to discretionary project work,
while the overall market backdrop is increasingly supportive of the Group's
strategic ambitions
· Focus remains on delivering high-quality critical services, deepening customer
relationships and investing in capabilities to support long-term value
creation, alongside driving operational efficiencies and expanding cross-sell
and upsell initiatives
· Cost pressures (including National Insurance and National Living Wage changes)
are being managed with agility; with strengthened operational foundations and
a clear strategy, the Board looks ahead with measured confidence
Commenting on the results Shaun Doak, Chief Executive Officer of REACT, said:
"The Group delivered a strong operational performance during the year, which
is slightly ahead of market expectations(2). Throughout the year, the Group
demonstrated operational discipline, improving revenue, gross margin and
Adjusted EBITDA while maintaining robust cash conversion. All four divisions
contributed to growth, and the Group delivered a 450‑basis‑point
improvement in overall gross margin to 32.1%, reflecting both the value of our
proposition and an improved business mix.
While we remain attentive to broader macroeconomic conditions, the headwinds
experienced in the first half of the year have eased, and we are now operating
in a more favourable trading environment. Despite the usual seasonal
slowdown over the festive period, early trading in the new financial year has
been encouraging, supported by sustained demand for both reactive and planned
services. With the initial pressures of the prior year now receding,
management sees a strengthening set of opportunities ahead."
(1)Adjusted EBITDA represents earnings before separately disclosed acquisition
costs, impairment of intangibles, share-based payments & and other
restructuring costs (as well as before interest, tax, depreciation and
amortisation)
(2)The Company considers that market expectations are for revenues of £24.5m
and Adjusted EBITDA of £2.75m
The Report and Accounts for the year ended 30 September 2025 will be available
on the Group's website www.reactsc.co.uk
(https://protect.checkpoint.com/v2/r06/___https:/url.uk.m.mimecastprotect.com/s/lJVKCpyxinPwDxTPfvSGMjrS?domain=reactsc.co.uk___.ZXV3MjpyZWFjdHNjOmM6bzphOGQxMDAwMmY4ZDJiYmNlZDA0MGU1MTNhODRkMGNhMDo3OjI1YzI6NDI0YmU1ZWQyYjE0MDJmYTkwMmY4ZDI2MzY1ODhkYzBiODA3OGY5OGY2MjQzN2MxODczYTA5M2JiMWU5YTFiMjpwOlQ6Tg)
on 5 February 2026.
Results Presentation
REACT Group plc is pleased to announce that Shaun Doak, Chief Executive
Officer and Spencer Dredge, Chief Financial Officer will provide a live
presentation relating to the Final Results via Investor Meet Company on 10
February 2026, 12:00 GMT.
The presentation is open to all existing and potential shareholders. Questions
can be submitted pre-event via your Investor Meet Company dashboard up until
09 February 2026, 09:00 GMT, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet REACT
GROUP PLC via:
https://www.investormeetcompany.com/react-group-plc/register-investor
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Investors who already follow REACT GROUP PLC on the Investor Meet Company
platform will automatically be invited.
For more information:
REACT Group Tel: +44 (0) 1283 550 503
Shaun Doak, Chief Executive Officer
Spencer Dredge, Chief Financial Officer
Mark Braund, Chairman
Singer Capital Markets - Nominated Adviser & Joint Broker Tel: +44 (0) 207 496 3000
Philip Davies / Alex Bond / Carl Diebitsch
About Us:
REACT Group plc, the UK's leading support services provider to the facility
management (FM) sector, operates with four divisions: LaddersFree, one of the
largest commercial window cleaning businesses in the UK; Fidelis Contract
Services ("Fidelis"), a contract cleaning and soft facilities maintenance
business; REACT business, which primarily provides a solution to emergency and
specialist cleaning situations, both through long-term framework agreements
and on an ad-hoc basis and recently acquired 24hr Aquaflow Services Ltd, a
commercial drainage, plumbing and pump services business which delivers
services to clients in the south east of England.
Executive Chairman's Statement
For the year ended 30 September 2025
It gives me great pleasure to present the Chairman's Statement for the year
ended 30th September 2025. This has been a year of meaningful progress for
REACT Group plc, delivered against a backdrop of economic uncertainty and
continued cost pressures across the sector. The Group has remained
disciplined, resilient and focused on its strategic priorities, resulting in
another year of strong financial and operational performance.
The Board is encouraged by the momentum achieved across all divisions, the
continued strengthening of our operational platform and the clear progress
made in enhancing the quality and visibility of earnings. These developments
reflect the effectiveness of our strategy and the commitment of our people,
and they position the Group well as we enter the new financial year.
The year under review saw the Group deliver a robust financial performance,
with revenue increasing by 20% to £24.9m and Adjusted EBITDA rising by 27% to
£3.1m. This progress was achieved despite a challenging macroeconomic
backdrop characterised by inflationary pressures, supply‑chain disruption
and increases to statutory wage levels.
These results underline the strength of our business model, which is anchored
in high‑value, specialist services delivered through long‑term, recurring
customer relationships. Contracted and recurring revenue reached 93%, and
gross margin improved to 32.1%, providing the Group with a stronger foundation
and enhanced earnings quality as we move into the new financial year.
The acquisition of 24hr Aquaflow on 28 October 2024 contributed positively to
this performance, adding further technical capability, strengthening our
service breadth and enhancing the Group's ability to capture higher‑value,
specialist work.
The Board is pleased with the strategic progress made during the year.
Management continued to advance the Group's priorities, with a particular
focus on operational efficiency, digital transformation and capability
expansion.
The successful embedding of Project Sparkle, our digital job‑management
platform, has materially improved operational visibility and efficiency within
our commercial window‑cleaning operations. This investment provides a
scalable foundation for future growth and enhances the Group's ability to
deliver high‑quality services nationwide.
Strengthening the leadership team in this division, including the appointment
of a highly experienced commercial leader shortly before year end, has further
enhanced our ability to drive performance and scale the operation effectively.
The integration of 24hr Aquaflow, acquired early in the financial year, has
progressed well. Following the period end, the launch of the Pump Division
has further extended our technical capability and positions the Group to
capture a greater share of higher‑value, specialist work. The business is
performing in line with expectations and is already contributing to the
Group's operational and commercial momentum.
Separately, the Board sees significant opportunity to build on the digital
platform now supporting our nationwide window‑cleaning operations, which is
expected to unlock further efficiencies and expand cross‑selling potential
across the Group.
The Board remains committed to maintaining strong governance, effective
oversight and a culture that supports high performance. Our governance
framework continues to evolve in line with the needs of a growing AIM‑listed
business, ensuring that decision‑making processes, controls and
risk‑management practices remain robust and proportionate.
Our people remain the driving force behind the Group's success. Their
professionalism, resilience and commitment to our customers have been evident
throughout the year. On behalf of the Board, I extend my sincere thanks to
every member of the team.
While the Board remains mindful of the broader macroeconomic environment, the
conditions that affected the first half of the year have eased, and the Group
is now operating in a more supportive trading landscape. Early activity in
the new financial year has been encouraging, with demand for both reactive and
planned services remaining resilient. With the pressures of the prior year
continuing to recede, the Board sees a strengthening set of opportunities as
we move through the year.
We will continue to take a measured approach to discretionary project work,
but the overall backdrop is increasingly aligned with the Group's strategic
priorities. Our focus remains on delivering high‑quality, essential
services, deepening customer relationships and investing in the capabilities
that underpin long‑term value creation. Alongside this, we are driving
further operational efficiencies, expanding cross‑selling and upselling
initiatives and evaluating high‑quality assets that have the potential to
enhance the portfolio and support future growth.
The successful acquisition and integration of 24hr Aquaflow demonstrates the
Group's disciplined approach to identifying and onboarding high‑quality
businesses that strengthen our technical capability and broaden our service
offering. The Board continues to see attractive opportunities in the market
that align with our strategy and support our ambition to build a scalable,
resilient and diversified platform
We are managing cost pressures, including changes to National Insurance and
the National Living Wage, with discipline and agility, ensuring our core
services remain resilient and competitively positioned. With strengthened
operational foundations, a clear strategy and the commitment of our people and
customers, the Group enters the new financial year with a solid platform for
sustainable progress. The Board looks ahead with measured confidence.
Mark Braund
Chair
5 February 2026
Chief Executive Officer's Report and Strategic Review
The Group delivered a strong operational performance during the year. REACT
Group achieved meaningful advances across all financial and operational
metrics for the year ended 30th September 2025. Revenue increased by 20% to
£24.9m (2024: £20.7m), while Adjusted EBITDA grew by 27% to £3.1m (2024:
£2.4m). This performance was delivered despite a challenging macroeconomic
backdrop characterised by inflationary pressures, supply‑chain disruption
and increases to statutory wage levels.
The first half of the year was shaped by prolonged uncertainty surrounding the
Government Budget announced on 30th October 2024, one month into our financial
year. The extended period of speculation leading up to the Budget, combined
with the immediate aftermath as customers assessed its implications, resulted
in delayed decision‑making and temporarily moderated our growth trajectory.
During this period, and throughout the remainder of H1, we supported customers
navigating heightened cost pressures. In selected cases - most notably
within our commercial window cleaning operations - we worked with financially
constrained clients to adjust service frequencies in a way that reduced
short‑term expenditure without materially affecting the quality of
outcomes. This approach enabled us to retain relationships, protect margin
integrity and reinforce our reputation as a flexible, partnership‑oriented
provider.
Throughout the year, the Group demonstrated operational discipline, improving
revenue, gross margin and Adjusted EBITDA while maintaining robust cash
conversion. All four divisions contributed to growth, and the Group
delivered a 450‑basis‑point improvement in overall gross margin to 32.1%,
reflecting both the value of our proposition and an improved business mix.
As conditions stabilised in the second half, some customers began to return to
their original schedules. While this trend is still emerging, it reflects
the resilience of underlying demand and the value placed on the support we
provided earlier in the year. This has strengthened customer loyalty and
further enhanced the Group's long‑term revenue visibility.
Our performance continues to be supported by strong customer relationships,
high retention and disciplined cross‑selling across the Group. Alongside
this, we secured a healthy flow of new business wins in all divisions:
· 24hr Aquaflow, acquired early in the financial year and now fully
integrated into the Group, broadened its diverse client base with Smart
Managed Solutions, The Roof Gardens Kensington and Homes England. The business
has performed in line with expectations and is contributing positively to
Group momentum.
· LaddersFree, our nationwide commercial window cleaning business, added
national retail brands including The Works, BP Forecourts and H&M,
demonstrating its capability to deliver scalable, consistent services across
the UK.
· REACT Specialist Cleaning, our nationwide specialist cleaning and
emergency decontamination division, secured new and renewed contracts with NHS
Trusts and construction clients, including Ashleigh (Scotland Builders) and FI
Construction.
· Fidelis, our Midlands‑based soft‑FM contract cleaning business,
won multi‑year agreements with industrial and manufacturing customers such
as Danatrol, Flexi Coventry and Haldex, further strengthening its regional
footprint.
These wins reflect the Group's growing reputation for reliability,
responsiveness and specialist expertise, and they provide a solid platform for
continued commercial momentum.
We monitor a focused set of KPIs to ensure the Group remains aligned with its
strategic objectives and continues to deliver sustainable long‑term value.
These metrics provide clear visibility of performance, support disciplined
decision‑making and ensure every part of the business contributes to growth.
The Group delivered strong year‑on‑year growth across its core financial
metrics, with a notable improvement in gross margin reflecting both
operational discipline and an enhanced business mix. Contracted and
recurring revenue pushed higher at 93%, underscoring the resilience of our
income streams.
Our KPIs are closely aligned with the Group's three core service lines, each
of which plays a critical role in driving recurring revenue and supporting
long‑term customer relationships:
1. Planned Services - scheduled maintenance, compliance‑led works and
routine service delivery across drainage, plumbing, pump maintenance,
nationwide commercial window cleaning, specialist environments and regional
soft‑FM contracts.
2. Emergency Response - 24/7/365 rapid‑response services delivered
through formal contracts and framework agreements, covering urgent drainage,
plumbing and pump issues, specialist cleaning and emergency decontamination,
and time‑critical property recovery.
3. Project Services - one‑off, non‑contracted works addressing
specific client requirements outside routine operations, including technical
interventions, specialist assignments and infrastructure‑related tasks.
This balanced service model provides a stable foundation for growth, combining
predictable recurring income with higher‑margin project opportunities across
the Group's diverse operational capabilities.
REACT has continued to strengthen its position as a leading consolidator and
trusted partner within the specialist support services sector. Our strategy
remains centred on high‑value, high‑margin services where quality,
compliance and rapid response are critical, supporting predictable recurring
revenues and long‑term customer relationships.
Following the successful rollout of Project Sparkle within LaddersFree, our
nationwide commercial window cleaning business, we now have the capability to
transition this operation from an analogue model to a fully digital
workflow. This shift has the potential to materially enhance the division's
efficiency and service quality by streamlining job allocation, improving
consistency and accelerating delivery. It also meets growing customer demand
for greater transparency and access, strengthening our real‑time reporting,
auditability and operational resilience.
Importantly, the platform enables the business to scale without the need for
incremental administrative resource, reducing manual processes and creating a
foundation for further automation over time. With the rollout now complete,
expansion of this division is significantly easier to execute, and we were
pleased to appoint a highly experienced commercial leader shortly before the
year end. She has already brought greater focus, pace and commercial
discipline to the business, and we are seeing early indications of progress,
with growth emerging from both new customers and existing clients extending
the scope of their services.
Within 24hr Aquaflow, acquired early in the financial year, we have made
strong progress integrating the business and aligning its operations with the
wider Group. Following the period end, we launched a dedicated Pump
Division, significantly broadening our technical capability and positioning
the business as a comprehensive solutions partner. This development
increases opportunities for cross‑selling, strengthens long‑term
maintenance prospects and enhances the Group's platform for sustainable,
long‑term growth.
On behalf of the Board, I extend our sincere thanks to our customers and
partners. Your trust and collaboration have been instrumental in enabling
the Group to navigate a challenging economic environment while continuing to
deliver high‑impact, critical services.
I would also like to recognise the exceptional commitment of our people.
Their professionalism, resilience and energy throughout a demanding year have
been central to our success. The strength of our culture and the dedication
of our teams give me great confidence in our ability to continue building
momentum.
While we remain attentive to broader macroeconomic conditions, the headwinds
experienced in the first half of the year have eased, and we are now operating
in a more favourable trading environment. Despite the usual seasonal
slowdown over the festive period, early trading in the new financial year has
been encouraging, supported by sustained demand for both reactive and planned
services. With the initial pressures of the prior year now receding,
management sees a strengthening set of opportunities ahead.
We continue to apply appropriate caution to discretionary project work;
however, the overall backdrop is increasingly supportive of the Group's
strategic ambitions. Our focus remains on delivering high‑quality,
critical services, deepening customer relationships and investing in the
capabilities that will support long‑term value creation. We are driving
further operational efficiencies, expanding high‑impact cross‑selling and
upselling initiatives and assessing high‑quality assets that have the
potential to strengthen the portfolio and enhance shareholder value.
We are managing cost pressures, including changes to National Insurance and
the National Living Wage, with agility, ensuring our core services remain
resilient and competitively positioned. With strengthened operational
foundations, a clear strategy and the commitment of our people and customers,
the Group enters the new financial year with a solid platform for sustainable
progress. We look ahead with measured confidence.
Shaun D Doak
Chief Executive Officer
5 February 2026
Chief Financial Officer's Report
Revenue and profitability
I am pleased to present the financial results for REACT Group plc for the year
ended 30 September 2025. The Group delivered a strong financial performance
despite a challenging macroeconomic backdrop, reflecting the operational
discipline, strategic focus and capability enhancements outlined in the CEO's
report.
This was a year in which we combined resilient trading with targeted
investment to strengthen the platform for long‑term growth. Alongside
solid underlying performance, we completed the acquisition of 24hr Aquaflow
Service Ltd, renewed our banking facilities, deployed the new digital
operating platform within LaddersFree and invested in the development of the
Pump Division within 24hr Aquaflow. Each of these actions directly supports
our strategic priorities: enhancing operational efficiency, expanding
high‑value technical capability and improving the quality and visibility of
earnings.
Revenue for the year was £24,932,000, an increase of over 20% on the prior
year (2024: £20,749,000).
On a comparable basis, excluding the contribution from 24hr Aquaflow, revenue
was £18,938,000 (2024: £20,749,000). The prior year included £1,224,158
from a major rail‑sector client, where we were engaged during the COVID‑19
period to deliver highly specialised cleaning and decontamination services.
This work was always expected to have a finite life span. As national
standards and operational pressures normalised, the cost of maintaining these
enhanced protocols could no longer be justified by the operator, and the
programme concluded - later than originally anticipated. As such, this
revenue stream is best regarded as discontinued business rather than a
baseline for ongoing growth. Excluding this temporary COVID‑related
activity, the Group's underlying revenue profile demonstrates stability and
continued progress, consistent with the strategic themes outlined in the CEO's
report.
Gross profit increased to £7,996,000 (2024: £5,725,000), with gross margin
improving to 32.1% (2024: 27.6%). This significant uplift reflects the
Group's strategic shift toward higher‑margin, specialist services,
particularly through 24hr Aquaflow, which operates at close to 50% gross
margin. The remainder of the Group delivered a gross margin of 26.1%,
demonstrating continued operational discipline and an improved business mix.
Group overheads were £7,792,000 (2024: £5,438,000), driven primarily by the
inclusion of 24hr Aquaflow's operating costs (£1,726,000) and amortisation of
acquired intangible assets (£527,000). These increases reflect deliberate
investment in capability and infrastructure to support scalable growth.
Adjusted EBITDA increased to £3,057,000, up 27% on the prior year (2024:
£2,410,000). This performance demonstrates the strength of our recurring
revenue base and the benefits of improved operational efficiency, consistent
with the CEO's strategic focus.
Reconciliation of Profit before Interest and Tax to Adjusted EBITDA
2025 2024
£'000 £'000
Operating profit 204 287
Depreciation & Amortisation 2,455 1,781
EBITDA 2,659 2,068
Acquisition costs/restructuring costs 267 253
Share based payments 131 89
398 342
Adjusted EBITDA 3,057 2,410
Adjusted EBITDA 3,057 2,410
Weighted average shares in issue 23,476,719 21,551,761
Adjusted EBITDA earnings per share 13.02p 11.18p
Earnings per share
The basic loss per share from continuing operations was (1.45p) (2024: profit
of 0.08p).
Adjusted EBITDA per share was 13.02p (2024: 11.18p), reflecting the underlying
strength of the Group's core operations.
Intangible assets and goodwill
Intangible assets totalled £12,254,000 (2024: £7,840,000), comprising
goodwill of £9,581,000 and other intangible assets of £2,673,000. The
acquisition of 24hr Aquaflow contributed £4,135,000 of goodwill and
£2,301,000 of intangible assets.
Goodwill has been tested for impairment, and management is satisfied that the
carrying value is supported by current projections. Amortisation of
intangible assets was £2,022,000 (2024: £1,643,000). These assets,
acquired through business combinations, are amortised over four years.
Cash flow
Cash and cash equivalents at 30 September 2025 were £1,238,000 (2024:
£1,778,000), a reduction of £540,000 (2024: increase of £138,000). This
movement reflects lower operating cash generation and increased investment
activity during the year, partially offset by inflows from financing
activities.
Operating cash inflows were £821,000 (2024: £2,788,000). Working capital
movements were adverse by £1,130,000 (2024: £640,000), primarily due to
changes in the Group's VAT settlement arrangements. Corporation tax payments
totalled £842,000 (2024: £9,000), including £154,582 relating to FY2023.
Financing activities generated net cash inflows of £3,011,000 (2024: outflow
of £233,000). This included £1,010,000 from the issue of new ordinary
shares (net of fees) and £2,734,000 from the new bank term loan, net of
repayments. These inflows were offset by interest payments of £473,000 and
lease payments of £260,000. The new £3,500,000 bank loan is repayable over
four years, with total loan repayments during the year of £766,000.
Investing cash outflows were £4,372,000 (2024: £2,417,000), comprising
£3,870,000 for the acquisition of 24hr Aquaflow (net of cash acquired) and
£505,000 of capital expenditure (2024: £410,000). Capital investment
included the Sparkle digital platform, a new combination tanker for 24hr
Aquaflow and other asset upgrades across the Group. These investments
directly support the Group's strategic priorities of enhancing digital
capability, expanding technical services and strengthening operational
infrastructure.
Free cash flow is a key KPI for the Group and has historically tracked closely
to Adjusted EBITDA. However, the significant investment made during 2025 -
both acquisitive and organic - has altered this relationship. The
acquisition of 24hr Aquaflow, funded largely through new bank facilities,
together with capital investment in the Sparkle platform and the expansion of
drainage and pump capabilities, has reduced free cash flow in the year. As
the Group continues to deleverage while investing in organic growth, we expect
these KPIs to diverge. The Board remains confident that this
investment‑led approach will support long‑term value creation and equity
growth.
In 2025, the Group generated negative free cash flow of £155,000 (2024:
£2,265,000). This reflects corporation tax payments relating to
pre‑acquisition trading at 24hr Aquaflow (£467,200), settlement of FY2023
corporation tax (£154,582), timing of VAT payments £700,000, interest
payments of £473,000 (2024: £113,000), lease liabilities of £260,000 (2024:
£42,000) and capital expenditure of £505,000 (2024: £400,000). The
corporation tax relating to pre‑acquisition trading was funded from retained
cash at completion. Based on current financial projections, the Group has
sufficient cash resources to support its operational and strategic plans.
Taxation
The Group reported a loss for the year after recognising a tax charge of
£71,000 (2024: £138,000). This mainly comprised of a corporation tax
charge of £419,000 (2024: £405,000) and a deferred tax credit of £348,000
(2024: £267,000).
At the balance sheet date, the corporation tax liability due for settlement in
2026 was £385,000 (2024: £659,000). The Group held a deferred tax asset of
£67,000 (2024: £58,000) and a deferred tax liability of £894,000 (2024:
£576,000), primarily relating to tax associated with intangible assets
recognised on acquisitions £668,000 (2024: £562,000).
Statement of financial position
The Group's balance sheet strengthened during the year, with net assets
increasing to £9,963,000 (2024: £8,662,000). This reflects the
contribution of the acquired business, continued investment in operational
capability and disciplined financial management.
Net debt
Net debt at the yearend is £2,898,000 (2024: net cash £994,000). Net
debt has increased as a result of the new term bank loan drawn in the year,
total bank debt £3,437,000 (2024: £687,000), alongside finance lease
arrangements £699,000 (2024: £97,000) off-set by cash and cash equivalents
£1,238,000 (2024: £1,778,000). Net debt will reduce as the Group settles
the bank loan arrangements which are settled monthly.
Acquisition of 24hr Aquaflow Service Ltd and HSBC Banking Arrangements
On 25 October 2024, the Group acquired 100% of the issued share capital of
24hr Aquaflow Services Limited, a successful commercial drainage and plumbing
business headquartered in Essex and serving customers across London and the
South East.
The initial consideration was £5,069,000, comprising £4,116,000 in cash,
£500,000 in new ordinary shares issued as equity consideration and £453,000
of deferred consideration. A further £2,019,000 of contingent consideration
is payable subject to performance conditions over a two‑year earn‑out
period, giving a maximum potential consideration of £7,088,000.
To part‑fund the acquisition, the Group entered into a new £3,500,000 term
loan with HSBC, carrying interest at 3.0% above the Bank of England base rate
and repayable monthly over four years. As a result, the Group now has two
term loans with HSBC. The new facility is subject to three banking
covenants: debt service cover, net debt to EBITDA and EBITDA interest cover.
Deferred consideration is recognised on a discounted cash flow basis using a
discount rate of 7.75% (cost of debt). As the liability unwinds, the
difference between the carrying value and the cash settled is recorded as an
interest expense. An interest charge of £173,000 was recognised during the
year.
During the year, the first of six scheduled deferred consideration payments of
£477,000 was made. After the year end, a further payment of £477,000 was
made, representing the first contingent payment following 24hr Aquaflow
meeting its year‑one earn‑out performance target.
Share Capital
To support working capital and the acquisition of 24hr Aquaflow, the Group
issued 1,358,025 new ordinary shares at 81 pence per share via a placing with
key existing shareholders, raising £1,115,000 in cash. A further 617,284 new
ordinary shares were issued as equity consideration for the acquisition and
are subject to a three‑year lock‑in period. At the year end, the Company
had 23,636,610 shares in issue (2024: 21,551,761).
Project Sparkle
During the year, the Group launched the first version of Sparkle, the new
digital operational platform for LaddersFree. The platform has been
delivered in line with the initial project scope and is now fully live.
Early feedback from third‑party members has been positive, and we will
continue to work closely with users as we expand the membership model and
explore further operational efficiencies and growth opportunities across the
service portfolio.
Investment in Sparkle totalled £359,000, comprising £204,000 of
third‑party development costs and capitalised internal staff costs
associated with the project.
Spencer Dredge
Chief Financial Officer
5 February 2026
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2025
Notes 2025 2024
£'000 £'000
Continuing Operations
Revenue 2 24,932 20,749
Cost of sales (16,936) (15,024)
Gross profit 7,996 5,725
Administrative expenses (7,792) (5,438)
Adjusted EBITDA* 3,057 2,410
Depreciation (433) (138)
Amortisation (2,022) (1,643)
Exceptional items (267) (253)
Share-based payments (131) (89)
Operating profit 204 287
Finance charge (473) (131)
Taxation 3 (71) (138)
(Loss)/profit for the year (340) 18
Other comprehensive Income - -
Total comprehensive (Loss)/profit for the year attributable to the equity (340) 18
holders of the company
Basic and diluted earnings per share - pence 4
Basic profit per share (1.45p) 0.08p
Diluted profit per share (1.45p) 0.08p
Consolidated Statement of Financial Position
As at 30 September
2025
Notes 2025 2024
ASSETS £'000 £'000
Non-current assets
Intangible assets - Goodwill 9,581 5,446
Intangible assets - Other 2,673 2,394
Property, plant & equipment 1,095 427
Right-of-use assets 670 95
Deferred tax asset 67 58
14,086 8,420
Current assets
Stock 4 3
Trade and other receivables 5,329 3,720
Cash and cash equivalents 1,238 1,778
6,571 5,501
TOTAL ASSETS 20,657 13,921
EQUITY
Shareholders' Equity
Called-up equity share capital 2,955 2,694
Share premium account 1,259 10
Reverse acquisition reserve (5,726) (5,726)
Merger relief reserve 1,328 1,328
Share-based payments 345 214
Accumulated surplus 9,802 10,142
Total Equity 9,963 8,662
LIABILITIES
Current liabilities
Trade and other payables 3,112 3,240
Loans and other borrowings 1,261 235
Lease liabilities within one year 322 48
Deferred consideration within one year 917 -
Corporation tax 385 659
5,997 4,182
Non-current liabilities
Loans and other borrowings 2,176 452
Lease liabilities over one year 377 49
Deferred consideration over one year 1,250 -
Deferred tax liability 894 576
4,697 1,077
TOTAL LIABILITIES 10,694 5,259
TOTAL EQUITY AND LIABILITIES 20,657 13,921
Consolidated Statement of Changes in Equity
For the year ended 30 September 2025
Share capital Share Merger Relief Reserve Capital Redemption Reserve Reverse Acquisition Reserve Share-Based Payments Accumulated Surplus/(deficit) Total
Premium Equity
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 October 2023 2,644 10,910 1,328 3,337 (5,726) 125 (4,123) 8,495
Issue of shares 50 10 - - - - - 60
Share-based payments - - - - - 89 - 89
Capital reduction - (10,910) - (3,337) - - 14,247 -
Profit for the year - - - - - - 18 18
At 30 September 2024 2,694 10 1,328 - (5,726) 214 10,142 8,662
Issue of shares 261 1,249 - - - - - 1,510
Share-based payments - - - - - 131 - 131
Loss for the year - - - - - - (340) (340)
At 30 September 2025 2,955 1,259 1,328 - (5,726) 345 9,802 9,963
Share capital is the amount subscribed for shares at nominal value.
Share premium represents the amount subscribed for shares in excess of the
nominal value, net of any directly attributable issue costs.
Merger relief reserve arises from the 100% acquisition of REACT SC Holdings
Limited and REACT Specialist Cleaning Limited in August 2015 whereby the
excess of the fair value of the issued ordinary share capital issued over the
nominal value of these shares is transferred to this reserve in accordance
with section 612 of the Companies Act 2006.
Accumulated surplus/(deficit) represents the cumulative profits/(losses) of
the Group attributable to the owners of the company.
Reverse acquisition reserve is the effect on equity of the reverse acquisition
of REACT Specialist Cleaning Limited.
The capital redemption reserve represents the value of deferred shares
cancelled as a result of a share buyback.
The share-based payments reserve represents the cumulative expense in relation
to the fair value of share options and warrants granted.
Following the Court hearing on the 30 April 2024, the Company affected a
capital reduction by effectively cancelling both the share premium account of
£10,909,617 and capital redemption reserve account of £3,336,916, enabling a
distributable reserve equal to the balance of both.
Consolidated Statement of Cash Flows
For the year ended 30 September 2025
2025 2024
£'000 £'000
Cash flows from operating activities
Cash generated by operations 821 2,788
Net cash inflow from operating activities 821 2,788
Cash flows from financing activities
Proceeds of share issue 1,115 60
Transaction costs of issuing shares (105) -
Lease liability payments (260) (42)
Bank loans 2,734 (138)
Interest paid (473) (113)
Net cash inflow/(outflow) from financing activities 3,011 (233)
Cash flows from investing activities
Disposal of fixed assets 3 -
Capital expenditure (505) (410)
Acquisition of subsidiary, net of cash acquired (3,870) (2,007)
Net cash outflow from investing activities (4,372) (2,417)
(Decrease)/increase in cash, cash equivalents and overdrafts (540) 138
Cash, cash equivalents and overdrafts at beginning of year 1,778 1640
Cash, cash equivalents and overdrafts at end of year 1,238 1,778
Notes to the Consolidated Statement of Cash Flows
For the year ended 30 September 2025
Reconciliation of profit for the year to cash inflow from operations
2025 2024
£'000 £'000
(Loss)/profit after taxation (340) 18
(Increase)/decrease in stocks (1) 4
(Increase)/decrease in trade and other receivables (176) 741
Decrease in trade and other payables (953) (105)
Depreciation and amortisation charges 2,455 1,781
Finance cost 473 131
Tax charge 71 138
Loss/(profit) on disposal of fixed assets 3 -
Share based payment 131 89
Tax paid (842) (9)
Net cash inflow from operations 821 2,788
Cash and cash equivalents and overdrafts
2025 2024
£'000 £'000
Cash at bank and in hand 1,238 1,778
1,238 1,778
1. General Information
Basis of preparation of financial statements
While the financial information included in this annual financial results
announcement has been prepared in accordance with the recognition and
measurement principles of International Accounting Standards in conformity of
the requirements of the Companies Act 2008, this announcement does not contain
sufficient information to comply therewith.
The financial information set out above does not constitute the Company's
statutory accounts for the years ended 30 September 2025 or 2024 but is
derived from those accounts. Statutory accounts for the year ended 30
September 2024 have been delivered to the Registrar of Companies and those for
the year ended 30 September 2025 will be delivered following the Company's
annual general meeting.
The auditors have reported on those accounts; their reports were unqualified
and did not include references to any matters to which the auditors drew
attention by way of emphasis without qualifying their reports.
Their reports for the year end 30 September 2025 and 30 September 2024 did not
contain statements under s498 (2) or (3) of the Companies Act 2006.
The consolidated financial statements are drawn up in sterling. The functional
currency of REACT Group plc.
The level of rounding for the financial statements is the nearest thousand
pounds.
2. Segmental Reporting
In the opinion of the Directors, the Group has one class of business, with the
following specialisms, in specialist cleaning, decontamination and hygiene
sector, contracted commercial cleaning, commercial window cleaning and
specialist emergency decontamination work. Although the Group operates in only
one geographic segment, which is the UK, it has also analysed the sources of
its business into the segments of Contract Maintenance, Contract Reactive or
Ad Hoc work.
2025
Contract Maintenance Contract Reactive Ad Hoc Plc/Holdings Ltd Total
£000 £000 £000 £000 £000
Revenue 16,456 3,361 5,115 - 24,932
Cost of sales (10,408) (2,069) (2,804) - (15,281)
Direct costs (920) (297) (438) - (1,655)
Gross profit 5,128 995 1,873 - 7,996
Administrative Expenses (2,483) (610) (1,107) (3,592) (7,792)
Operating Profit/(loss) for the year 2,645 385 766 (3,592) 204
Adjusted EBITDA 2,921 454 887 (1,205) 3,057
Total Assets 6,938 404 1,069 12,246 20,657
Total Liabilities (3,578) (140) (560) (6,416) (10,694)
2024
Contract Maintenance Contract Reactive Ad Hoc Plc/Holdings Ltd Total
£000 £000 £000 £000 £000
Revenue 15,450 2,629 2,670 - 20,749
Cost of sales (10,297) (1,899) (1,818) - (14,014)
Direct costs (699) (156) (155) - (1,010)
Gross profit 4,454 574 697 - 5,725
Administrative Expenses (1,994) (330) (409) (2,705) (5,438)
Operating Profit/(loss) for the year 2,460 244 288 (2,705) 287
Adjusted EBITDA 2,575 278 322 (765) 2,410
Total Assets 4,079 441 661 8,740 13,921
Total Liabilities (3,061) (286) (450) (1,462) (5,259)
3. Taxation
2025 2024
£'000 £'000
Current tax (504) (507)
Adjustment: prior periods 85 102
(419) (405)
Deferred tax 348 267
Tax (charge)/credit (71) (138)
Analysis of tax expense:
2025 2024
£'000 £'000
(loss)/profit on ordinary activities before income tax (269) 156
(67) 39
Profit on ordinary activities multiplied by the standard rate of corporation
tax in UK of 25% (2024: 25%)
Effects of:
Expenses not deductible for tax 160 130
Adjustments relating to previous periods (22) (28)
Other timing differences - (3)
Corporation tax charge/(credit) 71 138
The Group has estimated excess management expenses carried forward of
approximately £200,000 (2024: £200,000). The tax losses have resulted in a
deferred tax asset of approximately £51,000 (2024: £51,000) which together
with other temporary items has been recognised as the positive trading outlook
for the Group means that there is likely to be sufficient future taxable
profits to utilise the remaining losses.
4. Earnings per Share (basic and adjusted)
The calculations of earnings/(loss) per share (basic and adjusted) are based
on the net (loss)/profit and adjusted EBITDA per share (before; interest, tax,
depreciation, amortisation of acquired intangible assets, exceptional items
and share-based payments).
For diluted earnings per share, the weighted average number of shares is
adjusted to assume conversion of all dilutive potential ordinary shares.
2025 2024
£'000 £'000
(Loss)/profit for the financial period (340) 18
Finance 473 131
cost
Taxation 71 138
Operating profit 204 287
Adjustments:
Depreciation 433 138
Amortisation 2,022 1,643
Exceptional items 267 253
Share based payments 131 89
Adjusted EBITDA 3,057 2,410
Number Number
Weighted average shares in issue for basic earnings per share 23,476,719 21,551,761
Weighted average dilutive share options and warrants 2,322,884 2,042,097
Average number of shares used for dilutive earnings per share 25,799,603 23,593,858
pence pence
Basic profit/(loss) per share (1.45p) 0.08p
Diluted profit/(loss) per share (1.45p) 0.08p
Adjusted EBITDA earnings per share 13.02p 11.18p
Adjusted diluted EBITDA earnings per share 11.85p 10.22p
5. Business combinations
On 25 October 2024, the Group acquired 100% of the issued share capital and
voting rights of 24hr Aquaflow Services Limited ('Aquaflow'), a successful
commercial drainage and plumbing business headquartered in Essex providing
services to customers based in London and the South East of England. The
acquisition is expected to be earnings enhancing and accretive, and along with
broadening the Groups service offering as well as enlarging the Groups client
base, we anticipate the combination will enable cross selling of wider group
services.
Aquaflow was acquired for an initial consideration of £5,069,000, payable as
£4,116,000 in cash and £500,000 through the issue of new ordinary shares as
equity consideration and deferred consideration of £453,000. A further
£2,019,000 of contingent consideration is payable subject to Aquaflow meeting
certain performance conditions over a two year earn out period. The
acquisition has a total capped consideration of £7,088,000 should the
performance conditions be fully met.
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