REG - Tialis Essential IT - Unaudited Interim Results
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RNS Number : 4931Y Tialis Essential IT PLC 09 September 2025
Tialis Essential IT plc
("Tialis", the "Group" or the "Company")
9 September 2025
Unaudited Interim Results for the six months ended 30 June 2025
Tialis Essential IT plc, the mid-market IT managed services provider, today
announces its unaudited results for the six months ended 30 June 2025.
Highlights
Revenue of £8.8 million (H1 2024: £10.7 million).
Gross profit of £2.6 million (H1 2024: £3.0 million).
Adjusted EBITDA* profit of £1.0 million (H1 2024: £0.9 million).
Repayment of the bank borrowings of £0.5 million (H1 2024: £nil)
Acquisitions of investments in AI Auxesis Limited, CloudCoCo Group Plc and
Digital Petcare Direct Limited
* Adjusted EBITDA is defined as earnings before interest, tax, depreciation,
amortisation, impairment charge, non-underlying items, loss on disposal of
fixed assets and share-based payment
New business wins for 2025 are in line with the budget with significant
contract wins due to be signed in H2 2025. We are maintaining a strong current
sales pipeline of £8m annual value while continuing to grow our partner base
with the addition of a large global system integrator in Q2 2025.
Post period end and as previously announced, Tialis was awarded a significant
follow-on framework agreement from a long-standing and valued customer. The
expanded agreement, valued at approximately £50 million, builds on the
Company's previous work with the long-standing customer and will run over 5
years. Under the new framework, Tialis will deliver Lifecycle Services, Tech
Bars, End User Support and Field Engineering supporting the long-standing
customer's business. This follow-on award reflects the strength and depth of
the Company's relationship with the long-standing customer and demonstrates
the high level of customer satisfaction with the delivery record of Tialis. It
will further enhance the Group's order book and revenue visibility for the
next financial year.
Tialis was awarded a material new contract with one of the UK Government's
principal departments overseeing environmental policy, agriculture, and rural
community development, as previously announced. We commenced delivery of this
contract on 1 September 2025. The contract, with a total value of
approximately £15 million, will run over 5 years and involves the delivery of
Lifecycle Services, Tech Bars, End User Support and Field Engineering,
supporting this large UK Government Department build the workplace of
tomorrow. The award follows a competitive tender process and further
strengthens the Tialis order book, increasing contracted revenue visibility
for the current financial year and beyond and is expected to deliver
significant additional project revenue in its lifetime. This win is consistent
with the Company's stated strategy of building long-term, high-value client
relationships.
Revenues in the period were lower than the prior period, primarily due to
delayed customer orders in the context of a challenging financial market
environment. The Board believes these conditions are cyclical and that
underlying demand for the Group's services remains robust. The loss of two
significant contracts which were both in-sourced by the end-customers earlier
than originally anticipated with the channel partners has also impacted the
revenues.
The Group enters the second half of 2025 with a strong pipeline and a
sharpened focus on strategic growth areas. Management expects further progress
in Lifecycle services, continued partner expansion, and a stronger H2
performance.
Leveraging on the continued success of the Allvotec acquisition in 2023,
Tialis has been able to agree renewals and extensions of the existing
contracts, increasing the deferred and contingent consideration settlement
agreed with Daisy HoldCo Limited to £1.638 million. This will be paid in
shares issued in Tialis Essential IT PLC, at an effective price of 70 pence
per ordinary share. This increase of £582k (FY 2024: £971k) is shown as a
fair value adjustment on the face of the Statement of Comprehensive Income.
Acquisitions and Investments
As announced in the final results for the year ended 31 December 2024, Tialis
has undertaken or is planning to undertake several new deals to expand its
activities and to deliver growth through acquisition with synergistic targets
to deepen its service offerings. The opportunity has now arisen to consolidate
several investments into Tialis, to accrete shareholder value today and for
the future. This will create the ability to manage a pool of permanent capital
and assets, leverage the cashflow from those into dividends and create further
capital growth.
AI Auxesis
In April 2025, the creation of the Subsidiary, AI Auxesis Limited required an
upfront investment of £250,000 that has been used to fund its first
consulting project which has started generating revenue. This investment was
50% funded by the Company and the remaining 50% funded by direct contributions
of £62,500 made into the Subsidiary by both Ian Smith, Executive Director of
the Company, and Andy Mills, in exchange for 25% of the shares each in the
Subsidiary. As non-corporate shareholders, both Ian and Andy are entitled to a
10% per shareholder uncapped profit share on any capital gain in the
underlying investment in the Subsidiary (the "Profit Share"). The Company
contributed £125,000 to the Subsidiary. In order to meet this contribution to
the Subsidiary, the Company conducted a direct subscription in the Company's
ordinary shares at 60 pence per share, being the mid-market closing price on 8
April 2025 (the "Subscription Shares"). This was then passed on to the
Subsidiary. In total the Company issued 208,333 Subscription Shares for cash
for a total of approximately £125,000 (the "Subscription"). The subscribers
to this fundraise were Ian and Andy in equal proportion to each other at 50%
each in return for their respective 25% holdings in the Subsidiary.
AI Auxesis is pleased to report a strong start to its partnership with QPC,
culminating in the signing of a global partnership agreement with Genesys, a
$2.1B-per-quarter, US-headquartered leader in contact centre solutions,
serving over 8,000 enterprise customers since 1990.
In parallel, QPC has entered into a new strategic alliance with IPI, a
specialist in Contact Centre, Cloud, and Connectivity services, further
strengthening the international partner ecosystem. QPC also has further
significant new-logo wins, including: A major telecommunications group in the
Middle East, two international banking institutions, and one of the world's
most prestigious luxury automotive manufacturers.
Commenting on QPC's momentum, Chief Revenue Officer Andy Mills stated:
"Momentum continues to build rapidly. Our strategic focus on delivering the
most granular level of CX data to power AI solutions continues to drive ARR,
underpinned by strong enterprise pipeline growth across both global partners
and direct customers. We're extremely pleased with the momentum and the
calibre of customers engaging with our platform."
These developments mark a critical inflection point in AI Auxesis' commercial
trajectory and underline the growing market demand for our AI-driven
solutions.
Digital Petcare UK Limited
In June 2025, Tialis acquired a loan agreement from MXC Capital Guernsey
Limited ("MXC") between MXC and Digital Petcare UK Limited ("Digital
Petcare"). The loan has an outstanding value of £1.485m and carries an
interest rate of 12%. The loan was placed into a newly created subsidiary of
Tialis called Tialis Essential IT Debt Limited.
Since the acquisition of the Digital Petcare loan, Tialis has completed a debt
refinancing and decided to back Susie Samuel, founder and CEO of Digital
Petcare, with a conversion of debt to equity alongside further investments
from shareholders and outside investors. The refinancing was structured as
follows:
• £500k has been converted into a 14.14% equity holding in Digital Petcare
• £700k has been refinanced into a new loan over 24 months at the same
interest rate of 12%
• £285k of the loan has been repaid
CloudCoCo Group PLC
Additionally in June 2025, Tialis also acquired MXC's outstanding equity
position, of approximately 10.6%, in CloudCoCo Group PLC ("CloudCoCo"). The
investment was placed into a newly created subsidiary of Tialis called Tialis
Essential IT Investments Limited.
Board Changes
On 8 September 2025, Tialis welcomed Rachel Horsefield and Peter Hallett to
the Board as Non-Executive Directors.
Rachel was the Chief Executive Officer of THG Beauty Limited, a global
retailer and brand owner operating through two leading predominantly online
consumer businesses, LookFantastic and Cult Beauty. During her ten years with
THG Beauty, Rachel worked with over 800 of the world's most popular brands and
has a wealth of digital and beauty experience. Prior to joining THG Rachel was
with Boots where she held a number of roles within ecommerce. Rachel has
advised numerous listed and private companies in board positions across the
digital and retail sectors.
Peter, a qualified chartered accountant, is a highly experienced plc
non-executive director and chief financial officer with multi-sector expertise
including technology, FMCG manufacturing and retail in national and
multi-national corporates. He is the senior independent non-executive director
of Altitude Group plc, an AIM listed technology company mainly US based. Peter
is the co-founder, investor and strategic consultant to Merchr Limited, a
private start-up technology business providing a comprehensive end to end
cloud based platform providing a total outsource solution for personalised
merchandise to major global brands.
Post Balance Sheet Events
On 7 July 2025, there was a share issue of 2,631,134 shares at 64p per share
which was used to fund the acquisitions on 30 June 2025.
Post the interim announcement, there will be a General Meeting held to approve
the new shares to be issued to Daisy HoldCo Limited of 2,339,883 shares to
settle the amounts owed as mentioned above.
Outlook
The Board remains cautious given the current macroeconomic environment but is
encouraged by the Group's resilient performance to date. With a focus on
maintaining financial discipline and operational efficiency, the Board expects
trading for the full year to remain in line with current market expectations.
The Group is well placed to navigate ongoing market uncertainties while
continuing to protect shareholder value.
Ian Smith said: "I am pleased to report that, in line with our stated strategy
of establishing a pool of capital, we have successfully completed our first
acquisition. I am delighted to welcome our new non-executive directors who
will be instrumental in supporting us on this journey. This represents an
exceptional opportunity for Tialis to deliver meaningful accretion in
shareholder value, both today and into the future. The ability to manage a
pool of permanent capital and assets, while leveraging the cashflow generated
into sustainable dividends and further capital growth, was an opportunity
simply too good to miss."
For more information, contact:
Tialis Essential IT Plc Tel: +44 (0)344 874 1000
Ian Smith, Executive Chairman
Cavendish Capital Markets Ltd Tel: +44 (0)20 7220 0500
Nominated Adviser and Broker
Corporate finance: Jonny Franklin-Adams / Elysia Bough
Corporate Broking: Tim Redfern
Financial Review
Results for the six months to 30 June 2025
Revenue from continuing operations for the six months to 30 June 2025 from
operations was £8.8 million (H1 2024: £10.7 million). Revenues in the
period were lower than the prior period, primarily due to delayed customer
orders in the context of a challenging financial market environment. The Board
believes these conditions are cyclical and that underlying demand for the
Group's services remains robust. The loss of two significant contracts which
were both in-sourced by the end-customers earlier than originally contracted
with the channel partners has also impacted the revenues.
Gross profit from continuing operations for the six months to 30 June 2025 was
£2.6 million (H1 2024: £3.0 million), representing an overall improvement in
gross margin to 29.2% for H1 2025 as compared to the prior period of 28.0%.
At an Adjusted EBITDA* level for continuing operations the Group generated a
profit of £1.0 million (H1 2024: £0.9million). The Group has continued to
rationalize overheads and improve on the cost efficiencies identified during
FY2024. This has resulted in an improvement in the gross margin percentage and
the Adjusted EBITDA*.
Leveraging on the continued success of the Allvotec acquisition in 2023,
Tialis has been able to agree renewals and extensions of the existing
contracts, increasing the deferred and contingent consideration settlement
agreed with Daisy HoldCo Limited to £1.638 million. This will be paid in
shares issued in Tialis Essential IT PLC, at an effective price of 70 pence
per ordinary share. This increase of £582k (FY 2024: £971k) is shown as a
fair value adjustment on the face of the Statement of Comprehensive Income.
Exceptional costs amounted to £0.1 million (H1 2024: £0.2 million) and
related predominantly to group restructuring, predominantly redundancy costs.
Going forward, Tialis expects exceptional costs to decrease.
Net financial costs were £0.2 million (H1 2024: £0.3 million), which has
decreased due to the early repayment of the loan notes in H2 2024.
The loss after tax for the period was £0.9 million (H1 2024: loss of £0.9
million).
Loss per share was 3.58p (H1 2024: loss per share 3.82p).
Balance Sheet
The substantial increase in trade and other receivables was mainly
attributable to the short-term loan receivable acquired on 30 June 2025. As
noted above, this was refinanced in July.
The substantial increase in trade and other payables is the purchase price of
£1.685m for the acquisitions made on 30 June 2025 which was settled in
shares on 7 July 2025 and £1.638m for the deferred consideration owed to
Daisy HoldCo Limited, which will be settled in shares in early October 2025.
Cashflow and Net Debt
The Group's cash generated from operating activities in the period was £0.3
million (H1 2024: £1.4 million. The second half is expected to be stronger,
with improvements in working capital and a continued reduction in
exceptionals.
The Group invested £0.02 million in fixed assets and acquire £0.1m in cash
as a result of the acquisition of AI Auxesis in April 2025.
There were no new borrowings. The repayment of the bank borrowings consumed
£0.5 million (H1 2024: £nil). The repayment of lease liabilities consumed
£0.2 million (H1 2024: £0.1 million). There was interest paid on these
borrowings of £0.2m (H1 2024: £0.04m).
There were share funds raised of £0.1m in April 2025.
The net result is that as at 30 June 2025 there are bank borrowings of £3.5
million and the cash balance was £0.5 million (H1 2024: £0.6 million). Net
debt as at 30 June 2025 was £3.8 million (H1 2024: £4.4 million).
* Adjusted EBITDA is defined as earnings before interest, tax, depreciation,
amortisation, impairment charge, non-underlying items, loss on disposal of
fixed assets and share-based payment
Consolidated Statement of Comprehensive Income
Unaudited Six months Unaudited Six months Audited
Note ended 30 June ended 30 June Year ended
2025 2024 31 December
£000 £000 2024
£000
Continuing Operations
Revenue 2 8,848 10,740 20,842
Cost of sales (6,260) (7,728) (14,830)
Gross profit 2,588 3,012 6,012
Administrative expenses (3,287) (3,723) (8,911)
Operating loss (699) (711) (2,899)
Analysed as:
Adjusted EBITDA* 950 936 2,006
Non underlying items 3 (94) (155) (688)
Depreciation (198) (176) (388)
Amortisation and impairment (677) (1,140) (2,280)
Loss on the disposal of fixed assets - - -
Fair value loss on deferred consideration (582) - (971)
Charges for share-based payments (98) (176) (578)
Net financial costs (213) (280) (439)
Loss before taxation (912) (991) (3,338)
Income tax 43 63 144
Loss for the period from continuing operations (869) (928) (3,194)
Profit on discontinued operations - - -
Loss for the period (869) (928) (3,194)
LOSS FOR THE PERIOD ATTRIBUTABLE TO:
Non-controlling interest 15 - -
Owners of the parent (884) (928) (3,194)
(869) (928) (3,194)
Basic and diluted loss per share - continuing operations 4
Basic and diluted per share (3.58) p (3.82) p (13.11) p
Basic and diluted loss per share - discontinued operations
Basic and diluted share - p - p - p
Total basic and diluted loss per share (3.58) p (3.82) p (13.11) p
* Adjusted EBITDA is defined as earnings before interest, tax, depreciation,
amortisation, impairment charge, non-underlying items, loss on disposal of
fixed assets and share-based payment
Consolidated Statement of Financial Position
Note Unaudited 30 June Unaudited 30 June Audited 31 December
2025 2024 2024
£000 £000 £000
Non-current assets
Property, plant and equipment 551 839 718
Intangible assets 4,140 5,957 4,817
Deferred tax asset 3,531 3,398 3,479
Investments 200 - -
Trade and other receivables 100 100 100
8,522 10,294 9,114
Current assets
Trade and other receivables 5,685 4,357 4,317
Cash and cash equivalents 537 613 854
6,222 4,970 5,171
Total assets 14,744 15,264 14,285
Current liabilities
Trade and other payables 6,068 3,100 4,092
Contract liabilities 387 845 770
Borrowings 5 337 4,025 325
6,792 7,970 5,187
Non-current liabilities
Borrowings 5 4,040 964 4,686
Provisions 373 406 352
4,413 1,370 5,038
Total liabilities 11,205 9,340 10,225
Net assets 3,539 5,924 4,060
Equity attributable to equity holders of the parent
Share capital 12,613 12,611 12,611
Share premium 53,080 52,957 52,957
Equity reserves 58 58 58
Share-based payment reserves 681 187 583
Retained earnings (63,033) (59,889) (62,149)
Equity attributable to equity holders of the parent 3,399 5,924 4,060
Non-controlling interest 140 - -
Total equity 3,539 5,924 4,060
Consolidated Statement of Changes in Equity
Share capital (a) Share premium (b) Non-controlling interest (c) Equity Reserve (d) Share-based payment reserve (e) Retained earnings (f)
Total
£000 £000 £000 £000 £000 £000 £000
At 31 December 2023 (Audited) 12,610 52,865 - 58 11 (50,937) 14,607
Shares issued in lieu of bonus to an employee 1 92 - - - - 93
Loss for the financial period and total comprehensive income - - - - - (928) (928)
Transactions with owners recorded directly in equity
Share-based payments charge - - - - 176 - 176
At 30 June 2024 (unaudited) 12,611 52,957 - 58 187 (59,889) 5,924
Loss for the financial year and total comprehensive income - - - - - (2,254) (2,254)
Transactions with owners recorded directly in equity
Share based payments charge for leavers - - - - (6) 6 -
Share-based payments charge - - - - 402 - 402
At 31 December 2024 (Audited) 12,611 52,957 - 58 583 (62,149) 4,060
At 1 January 2025 12,611 52,957 - 58 583 (62,149) 4,060
Total comprehensive income for the period
New shares issued 2 123 - - - - 125
Non-controlling interest acquired on acquisition - - 125 - - - 125
Loss for the financial year and total comprehensive income - - 15 - - (884) (869)
Transactions with owners recorded directly in equity
Share-based payments charge - - - - 98 - 98
At 30 June 2025 (unaudited) 12,613 53,080 140 58 681 (63,033) 3,539
(a) Share capital represents the nominal value of equity shares and
deferred shares.
(b) Share premium represents the excess over nominal value of the fair
value of consideration received for equity shares, net of expenses of the
share issue.
(c) Non-controlling interest represents retained profits and accumulated
losses attributable to the non-controlling interest.
(d) The equity reserve consists of the equity component of convertible
loan notes that were issued as part of the fundraising in August 2018 less the
equity component of instruments converted or settled. The fair value of the
equity component of convertible loan notes issued is the residual value after
deduction of the fair value of the debt component of the instrument from the
face value of the loan note.
(e) Share-based payments reserve represents the accumulated costs of the
share options in issue.
(f) Retained earnings represents retained profits and accumulated
losses attributable to owners of the parent.
Consolidated Cash Flow Statement
Unaudited Six months Unaudited Audited
ended 30 June Six months Year ended
2025 ended 30 June 31 December
2024 2024
£000 £000 £000
Cash flows from operating activities
Loss from continuing operations (912) (991) (3,338)
Loss from discontinuing operations - -
-
Total loss before tax for the period (912) (991) (3,338)
Adjustments for:
Depreciation of property, plant and equipment 198 176 388
Amortisation of intangible assets 677 1,140 2,280
Net financial costs 213 280 439
Share based payments 98 176 578
Decrease in trade and other receivables 117 663 702
(Decrease) / increase in trade and other payables and contract liabilities (100) (129) 789
Increase in provisions 21 106 51
Net cash flows generated from operating activities 312 1,421 1,889
Cash flow from investing activities
Acquisition of subsidiary company 125 - -
Acquisition of property, plant and equipment (19) (20) (28)
Net cash used in investing activities 106 (20) (28)
Cash flows from financing activities
Interest received 9 13 22
Interest paid (204) (41) (2,133)
Share funds received 125 - -
Supplier finance repaid - (900) (900)
New loan note received - - 300
Bank borrowings received - - 4,000
Repayment of bank borrowings (500) - -
Repayment of loan notes, net of expenses - - (2,257)
Repayment of lease liabilities (165) (134) (313)
Net cash absorbed by financing activities (735) (1,062) (1,281)
Net (decrease) / increase in cash and cash equivalents (317)
339 580
Cash and cash equivalents at beginning of period 854 274 274
Cash and cash equivalents at end of period 537 613 854
Cash and cash equivalents comprise:
Cash at bank 537 613 854
Notes to the half-yearly financial information
1. Basis of preparation
The condensed consolidated interim financial information for the six-month
periods ended 30 June 2025 and 30 June 2024 is unaudited. This statement has
not been reviewed by the Company's auditor. This condensed consolidated
interim financial information was approved by the Board of Directors and
authorised for issue on 9 September 2025. A copy of this half-yearly financial
report is available on the Company's website at www.tialis.com.
The comparative figures for the financial year ended 31 December 2024 are
extracted from but do not comprise the Group's consolidated financial
statements for that year.
The Company is a public limited liability company incorporated and domiciled
in Scotland. The address of its registered office is 24 Dublin Street,
Edinburgh EH1 3PP. The Company is listed on the AIM market of the London Stock
Exchange.
Tialis and its subsidiaries have not applied IAS 34, 'Interim Financial
Reporting' as adopted by the United Kingdom, which is not mandatory for UK AIM
listed companies, in the preparation of this half-yearly financial report.
This condensed consolidated interim financial information for the six-month
period ended 30 June 2025 therefore does not comply with all the requirements
of IAS 34, 'Interim Financial Reporting' as adopted by the United Kingdom. The
consolidated interim financial information should be read in conjunction with
the annual financial statements of the Company as at and for the year ended 31
December 2024, which were prepared in accordance with IFRS as adopted by the
United Kingdom.
This condensed consolidated interim financial information does not comprise
statutory accounts within the meaning of section 434 of the Companies Act
2006. Statutory accounts for the year ended 31 December 2024 were approved by
the Board of Directors on 9 May 2025 and delivered to the Registrar of
Companies. The report of the auditor was unqualified, did not contain an
emphasis of matter paragraph and did not contain a statement under section 498
(2) or (3) of the Companies Act 2006.
Accounting policies
The accounting policies used in the preparation of the condensed consolidated
interim financial information for the six months ended 30 June 2025 are in
accordance with the recognition and measurement criteria of International
Financial Reporting Standards ("IFRS") as adopted by the United Kingdom and
are consistent with those that will be adopted in the annual statutory
financial statements for the year ended 31 December 2025.
While the financial information included has been prepared in accordance with
the recognition and measurement criteria of IFRS, as adopted by the United
Kingdom, these financial statements do not contain sufficient information to
comply with IFRSs. The accounting policies adopted in the interim financial
statements are consistent with those adopted in the financial statements for
the year ended 31 December 2024.
Non-underlying items
It is the policy of the Group to identify certain costs, which are material
either because of their size or nature, separately on the face of the Income
Statement in order that the underlying profitability of the business can be
clearly understood. These costs are identified as non-underlying items, and
comprise:
a) Professional fees incurred in sourcing and
completing acquisitions and disposals including legal expenses
b) Professional fees incurred in restructuring
and refinancing acquisitions
c) Integration costs which are incurred by the
Group when integrating one trading business into another, including rebranding
of acquired businesses
d) Redundancy costs, including employment related
costs of staff made redundant up to the date of their leaving as a consequence
of integration
e) Property costs such as lease termination
penalties and vacant property provisions and third-party advisor fee
For further details, please refer to note 3.
Going concern
The condensed consolidated interim financial information has been prepared on
a going concern basis.
The Directors have produced detailed trading and cashflow forecasts. In
reaching their conclusion on the going concern basis of accounting, the
Directors note and rely on the improved trading performance, the positive cash
generation that the business is now experiencing and the current signed order
book. A reverse stress test of the model has been run to determine at what
level of shortfall in revenues the Group would run out of cash. Given the
committed orders already obtained and the visibility of future revenues, the
directors do not consider it likely that revenues could drop to such an extent
that the Group would run out of cash.
They have also considered the impact of any delayed customer payments and have
developed plans to mitigate any such delays to ensure that the group can
continue to settle its liabilities as they fall due and operate as a going
concern. The directors therefore have an expectation that the Group and
Company have adequate resources available to them to continue in operational
existence for the foreseeable basis. For this reason, the Directors consider
that the adoption of the going concern basis is appropriate.
2. Segment reporting
The Chief Operating Decision Maker ("CODM") has been identified as the
executive directors of the Company and its subsidiaries, who review the
Group's internal reporting in order to assess performance and allocate
resources.
The CODM assess profit performance principally through adjusted profit
measures consistent with those disclosed in these interim financial
statements. The Board believes that the Group comprises of two reporting
segments, being the provision of the end-to-end IT solutions, concentrating on
end-user device management and on-site support solutions and an AI consulting
services.
Whilst the CODM reviews the revenue streams and related gross margins of the
two categories separately (IT solutions and Consulting services), the
operating costs and asset base used to derive these revenue streams are the
same for both categories and are presented as such in the Group's internal
reporting.
Unaudited Six months Unaudited Six months Audited
ended 30 June ended 30 June Year ended
2025 2024 31 December
2024
£000 £000 £000
Revenue
IT solutions 8,804 10,740 20,842
Consulting services 44 - -
Total revenue 8,848 10,740 20,842
Gross Profit
IT solutions 2,550 3,012 6,012
Consulting services 38 - -
Total gross profit 2,588 3,012 6,012
3. Non-underlying costs
In accordance with the Group's policy in respect of non-underlying costs, the
following charges were incurred for the period in relation to continuing
operations:
Unaudited Six months Unaudited Six months Audited
ended 30 June ended 30 June Year ended
2025 2024 31 December
2024
£000 £000 £000
Acquisition fees in the period 14 101 103
Employee share option plan set-up expense - - 2
One-off legal fees (20) - 55
Loan note consultancy fees - - 79
Restructuring and reorganisation costs 100 54 449
94 155 688
Restructuring and reorganisation costs in the period relate to costs incurred
on the restructure of the Group, predominantly redundancy costs. The
redundancy costs include employment related costs of staff made redundant
because of restructuring. The legal expenses were non-recurring expenses
incurred during the year.
4. Earnings per share from continuing operations
The calculation of basic and diluted loss per share is based on results from
continuing operations attributable to ordinary shareholders divided by the
weighted average number of ordinary shares in issue during the year. The
weighted average number of shares for the purpose of calculating the basic and
diluted measures in the reporting periods is the same. This is because the
outstanding options would have the effect of reducing the loss per ordinary
share and therefore would be anti-dilutive under the terms of IAS 33. Basic
and diluted unaudited loss per share from continuing operations are calculated
as follows:
Unaudited Six months Unaudited Six months Audited
ended 30 June ended 30 June Year ended
2025 2024 31 December
£000 £000 2024
£000
Loss for the period after taxation (869) (928) (3,194)
Weighted average number of shares 24,285,800 24,246,744 24,303,502
Diluted weighted average number of shares 24,285,800 24,246,744 24,303,502
Basic loss per share (pence) (3.58) p (3.82) p (13.11) p
Diluted loss per share (pence) (3.58) p (3.82) p (13.11) p
5. Borrowings
Unaudited Six months Unaudited Audited
ended 30 June Six months Year ended
2025 ended 31 December
£000 30 June 2024
2024 £000
£000
Non-Current
Lease liabilities 187 477 391
Bank borrowings 3,516 - 4,021
Loan Notes 337 487 314
4,040 964 4,686
Current
Lease liabilities 337 295 325
Loan Notes - 3,730 -
337 4,025 325
The carrying value is not materially different to the fair value of these
liabilities.
In January 2019 the Company issued £5.3 million of secured loan notes with a
six-year term and a 12% coupon which is compounded, rolled up and payable at
the end of the term ("Loan Notes"). In February and March 2019, a further
£4.7 million in total of secured Loan Notes were issued. The Loan Notes carry
an arrangement fee of 2.5 per cent., payable at the end of the term, and an
exit fee of 2.5 per cent, also payable at the end of the term. The security
comprises a debenture over all the assets of the Group.
In December 2019 the Company issued an additional £1.5 million of Loan Notes
(with the same terms as those issued in the first quarter of the year).
The Loan Notes are held at amortised cost using the effective interest rate
method. The effective interest rate for the Loan Notes has been calculated to
be 18%.
The Company issued a further loan note ("Loan Note 2025") net of expenses for
proceeds of £1m on 1 December 2021. The terms of the loan were that the rate
of interest is 1.5% per month if repaid by 31 January 2022, 2.5% per month if
repaid by 28 February 2022 and 3% per month if repaid by 31 March 2022. If
not repaid by 31 March 2022 the amount due at that date including fees
(£1.1875m) is then subject to interest at 20.4% per annum compound. The
maturity date is 23 December 2025. The Loan Note 2025 was included in the 2
November 2022 conversion.
On 2 November 2022 the members meeting at the Annual General Meeting, and then
at the General Meeting that followed, voted to convert £25.5 million of loan
notes (including fees and interest) into share capital.
The bank borrowings are a revolving credit facility with a termination date of
8 September 2027, with a weighted interest rate comprising of a margin of
3.75% per annum plus the SONIA (Sterling overnight index average) reference
rate. Each member of the group is a guarantor and grants security as the
lender may require.
The Group has complied with the financial covenants of its borrowing
facilities during the 30 June 2025 reporting period.
6. Convertible Loan Notes
Unaudited Six months Unaudited Audited
ended 30 June Six months Year ended
2025 ended 31 December
£000 30 June 2024
2024 £000
£000
Balance at the beginning of the period 314 - -
New loan issued - - 300
Interest accrued 23 - 14
Balance at the end of the period 337 - 314
On 9 September 2024, the Company issued £0.3million of an unsecured loan note
to MXC Capital Limited, which carries an interest rate of 15% and is for a
term of 3 years 3 months ("CLN"). The CLN holder may convert all outstanding
notes together with all accrued but unpaid interest shall into fully paid
Ordinary Shares at the Conversion Price of 40p per ordinary share.
7. Related Party Transactions
Ian Smith, Executive Director at 30 June 2025, held 2.64% of the Company's
issued share capital through his Self-Invested Pension Plan and in his own
name. Ian Smith is also Chief Executive Officer and a substantial shareholder
of MXC Capital Limited (MXC). MXC owned 75.22% of the issued share capital of
the Company at 30 June 2025. Together, Ian Smith and MXC owned 77.86% of the
issued share capital of the Company at 30 June 2025.
During the year, the Group and Company paid MXC Capital Markets LLP, a
subsidiary of MXC, for corporate finance advice and other services amounting
to £7,500 (30 June 2024: £15,000). The balance owed to MXC Capital Markets
LLP as at 30 June 2025 was £nil (30 June 2024: £27,000).
The Group paid MXC Advisory Limited, a subsidiary of MXC, fees of £55,250 (30
June 2024: £110,500) in respect of the services of Ian Smith as Executive
Director. The balance owed to MXC Advisory Limited as at 30 June 2025 was
£nil (30 June 2024: £198,900).
The balance owed to MXC Capital (UK) Limited as at 30 June 2025 was £90,500
(30 June 2024: £nil).
The convertible loan note was issued to MXC Capital Limited and the terms are
detailed in note 6.
8. Post Balance Sheet Event
Leveraging on the continued success of the Allvotec acquisition in 2023,
Tialis was able to agree renewals and extensions of existing contracts,
increasing the deferred consideration to an amount of £1,637,918, which shall
be settled by the allotment to Daisy Holdco of 2,339,883 ordinary shares of
£0.01 in the capital of Tialis, which shares shall constitute the
Consideration Shares for the purposes of the APA.
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