REG - TPXimpact Holdings - Unaudited preliminary results
Tue 07:00
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RNS Number : 0678O TPXimpact Holdings PLC 24 June 2025
TPXimpact Holdings PLC
("TPXimpact", the "Group" or the "Company")
Unaudited preliminary results for the year ended 31 March 2025
Strong performance despite short-term UK public sector disruption
TPXimpact Holdings PLC (AIM: TPX), the technology-enabled services company
focused on people-powered digital transformation, announces its unaudited
preliminary results for the year ended 31 March 2025 ("FY25") and a trading
update for the year ending 31 March 2026 ("FY26").
FY25 Financial Highlights:
● Strong performance, improving adjusted EBITDA and adjusted EBITDA margin on a
reduced revenue base
● £70m new business won in the year
● Revenue from continuing operations (like-for-like) down 8.2% to £77.3m (FY24:
£84.3m)
● Adjusted EBITDA(1) up 21.3% to £5.6m (FY24: £4.6m)
● Adjusted EBITDA margin improved by 1.8 margin points to 7.3% (FY24: 5.5%),
towards the upper end of our 1-2% year-on-year margin growth range
● Gross margin improved by 350 basis points to 28.6% (FY24: 25.1%)
● Reported operating loss of £(8.7)m (FY24: £(22.8)m), after including £4.5m
non-cash impairment charge on goodwill (FY24: £14.5m)
● Adjusted profit before tax(1) from continuing operations of £3.3m (FY24:
£1.8m)
● Reported loss before tax from continuing operations of £(10.0)m (FY24:
£(24.8)m)
● Adjusted diluted earnings per share from continuing operations of 3.0p (FY24:
2.1p)
● Reported diluted loss per share from continuing operations of (10.1)p (FY24:
(24.5)p)
● Net debt at 31 March 2025 of £8.5m (FY24: £7.1m). Leverage ratio at 31 March
2025 of 1.51 (FY24: 1.54), which was at the lower end of our target leverage
range of 1.5-2.0x
Operational and Impact Highlights:
● Successfully executed the second year of our three-year plan
● Simplified the business into three core areas: Digital Transformation,
manifesto and KITS ("Keep IT Simple")
● Year-end total headcount of 608 people (including contractors), down 9% from
prior year
● Improved gender pay gap to 7%, down from 8% last year and 20% three years ago
● Ethnically diverse representation remained relatively high at 20%, compared to
22% last year (UK population is 18%(3))
● Carbon intensity decreased from 19.9(2) to 16.7 tCO2e/£1m of revenue
Post-Period Trading and Outlook:
● £19m of new business won in the first two months of FY26, including two
contracts with the UK government announced in May 2025; strong pipeline of
opportunities despite the comprehensive spending review not concluding until
11 June
● FY26 outlook unchanged. Management is focused on protecting and growing
profits in FY26 and targets a FY26 adjusted EBITDA range of £6-7m
● Management also expects net debt to reduce, targeting a year-end range of
£7-8m, resulting in reduced leverage of around 1.0-1.5x net debt to adjusted
EBITDA, well within the Company's banking covenants
(1) In measuring our performance, the financial measures that we use include
those which have been derived from our reported results in order to eliminate
factors which distort period-on-period comparisons. These are considered
non-GAAP financial measures and include measures such as like-for-like
revenue, adjusted EBITDA and net debt. All are defined in note 7 of the
financial statements.
(2) We have recalculated our emissions back to FY22 due to a change in
classification treatment
(3) 18% of the UK population belong to a Black, Asian, mixed or other ethnic
group (2021 Census data)
Bjorn Conway, Chief Executive Officer, commented:
"This has been a year of significant market disruption, particularly across
the UK public sector, and I'm proud of the resilience and focus TPXimpact has
shown in navigating these challenges. While our financial results reflect the
impact of contract delays and spending reviews, we have taken decisive steps
to protect profitability and create a more efficient, sustainable business.
Our continued commitment to operational discipline and purpose-led
transformation has enabled us to maintain a strong financial foundation and
improve margins-important achievements in a difficult market. We've stayed
true to our values, advancing our commitments on inclusion, sustainability and
social impact, while continuing to invest in our people and the future of our
business.
As we enter the final year of our three-year plan, our strategy is clear: to
strengthen our revenue base, accelerate profitability and unlock new growth
opportunities, all guided by the values and purpose that define who we are.
I'm grateful to our talented team, our clients and our shareholders for their
continued support and belief in what we're building together.
While our near-term focus remains on disciplined execution and margin
improvement, we are laying the foundation for sustainable revenue growth
beyond this plan, positioning us for long-term value creation."
Enquiries:
TPXimpact Holdings Via Alma Strategic
Bjorn Conway, CEO
Noel Douglas, CFO
Stifel Nicolaus Europe Limited
(Nomad and Joint Broker) +44 (0) 207 710 7600
Fred Walsh
Brough Ransom
Ben Good
Sarah Wong
Dowgate Capital Limited +44 (0) 203 903 7715
(Joint Broker)
James Serjeant
Russell Cook
Amber Philipps
Alma Strategic Communications tpx@almastrategic.com (mailto:tpx@almastrategic.com)
+44 (0) 203 405 0209
(Financial PR)
Josh Royston
Andy Bryant
Louisa El-Ahwal
About TPXimpact
We believe in a world enriched by people-powered digital transformation.
Working in collaboration with organisations, we're on a mission to accelerate
positive change and build a future where people, places and the planet are
supported to thrive.
Led by passionate people, TPXimpact works closely with its clients in agile,
multidisciplinary teams; challenging assumptions, testing new approaches and
building confidence and capabilities. Combining our rich heritage with
expertise in human-centred design, data, experience and technology, we work to
create sustainable solutions with the flexibility to learn, evolve and change.
The business is being increasingly recognised as a leading alternative digital
transformation provider to the UK public services sector, with over 90% of its
client base representing public services.
More information is available at www.tpximpact.com.
CEO Statement
In a year defined by significant market challenges, particularly within the UK
public sector following the change in government and subsequent spending
reviews, I am pleased to report that TPXimpact has demonstrated resilience and
strategic agility. While revenues have not met our initial expectations, we
have taken decisive action to protect the profitability of the business and
position ourselves for sustainable growth.
Through disciplined cost control and operational efficiency, we have
maintained a sound financial foundation despite the headwinds, ensuring that
our net debt remains comfortably within our banking covenants. These measures
reflect our commitment to financial stability whilst ensuring the business has
a robust platform for growth.
Market Context and Financial Performance
The past year has been marked by widespread contract delays and spending
reviews across the UK public sector, impacting the entire industry. While
these headwinds contributed to an 8.2% decline in revenue to £77.3m (FY24:
£84.3m), our strategic focus on operational efficiency and cost control has
delivered meaningful improvements across key profitability metrics.
Gross margin increased to 28.6% (FY24: 25.1%), driven by tighter project
execution, resource planning and greater commercial discipline. This
improvement reflects the scalability of our model and provides a strong
foundation for future operating leverage as markets recover. Adjusted EBITDA
rose to £5.6m (FY24: £4.6m), with adjusted EBITDA margin improving to 7.3%
(FY24: 5.5%). Restructuring costs and working capital movements resulted in a
modest increase in net debt (excluding lease liabilities) to £8.5m and a
leverage ratio of 1.51x net debt to adjusted EBITDA. This is at the lower end
of our target leverage range of 1.5-2.0x.
Strategic Focus and Operational Improvements
Year two of our three-year plan was characterised as "Form and Integrate" and
we have made significant progress. Our three core businesses, Digital
Transformation, manifesto and KITS, have been streamlined to deliver greater
value to our clients.
Throughout recent market challenges, we have remained focused on operational
efficiency, taking difficult but necessary steps to restructure the
organisation. This review has been guided by a clear objective: to protect and
strengthen the areas of our business that deliver the greatest value to our
clients, while scaling back in areas where future demand is limited. The
restructuring resulted in 69 employees leaving the business during FY25.
Our total headcount at year-end has decreased by 9%, reflecting the strategic
right-sizing measures implemented earlier this year. Our
permanent-to-contractor ratio remains approximately 70:30, allowing us to
deploy resources quickly and efficiently while continuing to recruit full-time
employees as new opportunities arise and market conditions improve.
Commitment to Purpose and Values
Throughout this period, we have remained committed to our PACT values-Purpose,
Accountability, Craft, and Togetherness. The principles behind our B-Corp
certification continue to be a source of pride and a guiding framework for our
operations, ensuring that our business decisions reflect our commitment to
people, places, and the planet.
We have maintained our investment in key purpose initiatives, including our
Future Leaders programme, which continues to provide opportunities for young
entrepreneurs from underrepresented backgrounds. Our commitment to diversity
and inclusion remains unwavering, with ongoing efforts to improve
representation and equity across the organisation. We have more than halved
our gender pay gap (GPG) over the past two years and are currently tracking at
7%. Our equality pay uplifts and focus on progression have made a difference
to GPG.
We've continued to break down barriers to entry and progression by becoming a
Disability Confident Committed Employer, a Living Wage Employer and joining
the Social Mobility Index.
Environmental, Social and Governance
We have continued to make progress on our environmental commitments, with all
our offices now running on renewable electricity and our carbon intensity
showing further improvement to 16.7 tCO2e/£1m of revenue (FY24: 19.9(2)). Our
procurement and sustainability teams have strengthened our supply chain
oversight, ensuring that our operations align with our values and commitments.
Our MSAT (Modern Slavery Assessment Tool) score has improved to 88% (FY24:
70%), reflecting our enhanced approach to modern slavery prevention throughout
our supply chain. We remain on track to achieve our target of 90% next year.
Our social value proposition remains central to our client offering,
particularly in the public sector, where social impact requirements are
increasingly embedded in procurement criteria. We have further refined our
approach to measuring and reporting social value, ensuring that we can
demonstrate tangible impact across our projects and operations.
People and Culture
In a year of significant change, our people have demonstrated remarkable
resilience, adaptability, and commitment. We have increased our focus on
leadership development and skills enhancement, ensuring that our teams are
equipped to navigate the evolving market landscape and deliver excellence for
our clients.
In 2025, the organisation's Inclusion & Belonging survey score rose to
65%, up from 62%(1) the previous year. This score reflects how strongly
employees feel a sense of belonging, psychological safety, and inclusion, key
indicators of overall engagement and well-being at work. Notably, more
employees reported feeling they can bring their authentic selves to work and
feel part of the organisation.
An updated inclusion action plan is being developed in partnership with the
Inclusion Council to build on this progress. The organisation is proud of the
continued commitment employees show to its mission and values and remains
focused on areas needing further attention, particularly the ethnicity pay
gap.
(1) FY24 employee inclusion scores restated to provide a like-for-like
comparison
(2) We have recalculated our emissions back to FY22 due to a change in
classification treatment
Looking Ahead
The fundamental drivers of digital transformation remain strong, with
organisations across sectors seeking to enhance efficiency, improve service
delivery, and drive innovation.
We are focused on extending our reach beyond our traditional markets,
exploring opportunities in adjacent sectors and service areas where our
capabilities can deliver significant value. We are also investing in our
capabilities in emerging technologies, including responsible AI, where we see
substantial growth potential.
Our financial strategy remains focused on margin improvement, cash generation
and debt reduction. We have implemented enhanced financial controls and
forecasting mechanisms to ensure that we can navigate the ongoing market
uncertainties while seizing opportunities as they arise. We have set clear
priorities for the year ahead: stabilising revenue, protecting and growing
profitability, and targeting an FY26 Adjusted EBITDA of £6-7m. In parallel,
we aim to reduce net debt to £7-8m, bringing leverage down to approximately
1.0-1.5x net debt to adjusted EBITDA.
Conclusion
Whilst the past year has presented significant challenges, we have remained
resilient and adapted to the market environment to ensure the long-term
sustainability and success of the business.
I remain deeply grateful to our people for their unwavering commitment during
this period of change, to our clients for their continued trust and
partnership and to our shareholders for their support and confidence in our
strategy.
With greater policy certainty and uplift in public investment following the
government's spending review, we see growing demand across our core markets,
from health and housing, to justice, education and infrastructure. These
trends play directly to our strengths in digital service design, data
integration, platform engineering and agile delivery.
The return of multi-year budgets across government creates the conditions for
longer-term digital transformation, not just short-term delivery. With a
proven track record in designing and scaling impactful services, TPXimpact is
well placed to be a strategic partner to departments as they mature their
digital roadmaps, build internal capability and deliver lasting productivity
gains.
In FY26, we will continue to invest in key areas, including responsible AI,
automation and low-carbon digital platforms to stay ahead of client needs and
market expectations.
These combined strengths position TPXimpact as one of the UK's most relevant
technology service companies; purpose-led, outcomes-driven and directly
aligned to where government is investing for long-term impact
Financial Review
The unaudited preliminary results for the year ended 31 March 2025 ("FY25")
reflect continued positive momentum and robust operational execution across
the Group. This was demonstrated by growth in EBITDA and adjusted EBITDA
margin, with a further material reduction in gross borrowings, despite a
decrease in revenue when compared to the prior year.
Revenue decreased by 8.2% to £77.3m (FY24: £84.3m), reflecting softer demand
across both central government and the not-for-profit sector. This was driven
by slower decision-making following the change in government and funding
constraints outlined in the Chancellor's Autumn Statement in October 2024.
Over 90% of our revenue was generated from public sector clients, with Central
Government accounting for around 68%. We continue to see significant
opportunity in the private sector, supported by established relationships in
financial services and utilities. Our top 10 clients contributed 72% of total
revenues.
Cost of sales decreased by over 12% to £55.2m (FY24: £63.1m), resulting in
gross profit of £22.1m (FY24: £21.2m), up over 4% year-on-year. Gross margin
increased to 28.6% from 25.1% in FY24, a reflection of the strategic decisions
taken earlier in the year to streamline our structure and focus on delivering
value more efficiently.
Our total headcount has decreased by 9%, reflecting the strategic right-sizing
measures implemented earlier this year. Our permanent-to-contractor ratio
remains approximately 70:30, allowing us to maintain agility in workforce
deployment while continuing to recruit full-time employees as new
opportunities arise and market conditions improve.
Utilisation and productivity improved across the business, most notably in our
Digital Transformation unit. These gains were driven by targeted restructuring
efforts in FY25, aimed at aligning our delivery capacity with softer market
demand. As a direct result, utilisation rates rose and contributed to a
significant improvement in profitability. Adjusted EBITDA increased by 21.3%
to £5.6m (FY24: £4.6m), with adjusted EBITDA margin rising to 7.3% (FY24:
5.5%), a notable achievement in a year of declining revenue. While the
restructuring involved some one-off costs, reported as exceptional items,
these actions were critical to establishing a leaner, more agile operating
model. Employee retention dipped slightly to 86%, down from 88% in FY24.
Reported operating loss from continuing operations was £(8.7)m (FY24:
£(22.8)m), including non-cash goodwill impairment charges of £4.5m (FY24:
£14.5m). Share-based payment charges were flat at £1.4m (FY24: £1.4m),
while restructuring and transformation costs increased to £2.1m (FY24:
£1.4m) as a result of the restructuring actions described above. Amortisation
of acquired intangibles reduced to £5.4m (FY24: £7.7m).
Core administrative expenses were broadly flat at £18.0m (FY24: £17.7m),
reflecting disciplined cost control and selective investment in back-office
functions.
Adjusted profit before tax from continuing operations was £3.3m (FY24:
£1.8m) and reported loss before tax was £(10.0)m (FY24: £(24.8)m). Net
finance costs decreased to £1.3m (FY24: £2.0m) due to lower interest rates
and average borrowings. A tax credit of £0.9m (FY24: £2.7m) reflected
deferred tax benefits.
Adjusted diluted earnings per share from continuing operations increased to
3.0p (FY24: 2.1p), while reported diluted loss per share was (10.1)p (FY24:
(24.5)p).
The Board will continue to review dividend policy however, no dividend is
proposed for FY25.
Net Debt and Cash Flow
Net debt (excluding lease liabilities) at 31 March 2025 was £8.5m, at the
lower end of our 1.5x to 2.0x target (FY24: £7.1m). The £1.4m increase in
net debt in the year reflects net cash generated from operations of £1.0m, a
corporation tax refund of £0.4m, offset by interest paid of £1.1m, share
repurchases for the Company EBT (Employee Benefit Trust) of £0.7m, and
long-term lease payments of £1.0m. Debt repayments of £3.0m reduced gross
borrowings to £13.2m by year-end. A further £1.5m repayment since year-end
brought gross borrowings down to £11.7m by 20 June 2025. The leverage ratio
at 31 March 2025 stood at 1.51 (net debt/12-month adjusted EBITDA), and all
banking covenants were comfortably met.
Current Trading
In the first two months of FY26, profitability remained on budget and ahead of
the same period in FY25. We secured £19m in new business during the first two
months of FY26, and the pipeline of qualified opportunities remains robust,
positioning us well for continued momentum.
Unaudited preliminary results for the year ended 31 March 2025
Consolidated Income Statement
For the year ended 31 March 2025
Unaudited Audited
2025 2024
Note £'000 £'000
Revenue 77,340 84,269
Cost of sales (55,213) (63,090)
Gross profit 22,127 21,179
Administrative expenses (31,336) (44,384)
Other income 489 404
Operating loss (8,720) (22,801)
Finance income 89 -
Finance costs (1,408) (2,046)
Loss before tax from continuing operations (10,039) (24,847)
Taxation 884 2,664
Loss after tax from continuing operations (9.155) (22,183)
Profit after tax from discontinued operations - 1,811
Net loss (9,155) (20,372)
Other comprehensive (loss)/income:
Exchange differences on translation of foreign operations
- (22)
Exchange adjustments recycled to the income statement on disposal of
discontinued operations
- 94
Total comprehensive loss for the year (9,155) (20,300)
Earnings per share from continuing and discontinued operations
Basic (p) 6 (10.1p) (22.5p)
Fully diluted (p) 6 (10.1p) (22.5p)
Earnings per share from continuing operations
Basic (p) 6 (10.1p) (24.5p)
Fully diluted (p) 6 (10.1p) (24.5p)
( )
Consolidated Statement of Financial Position
At 31 March 2025
Unaudited Audited
2025 2024
Note £'000 £'000
Non-current assets
Goodwill 4 35,713 40,167
Intangible assets 8,790 14,173
Property, plant and equipment 67 220
Right of use assets 1,204 1,546
Other investments 2,188 2,188
Deferred tax assets 260 613
Total non-current assets 48,222 58,907
Current assets
Trade and other receivables 11,088 11,449
Contract assets 2,598 3,214
Corporate tax asset 331 437
Cash and cash equivalents 4,647 8,934
Total current assets 18,664 24,034
Total assets 66,886 82,941
Current liabilities
Trade and other payables (6,371) (7,762)
Contract liabilities (2,885) (1,784)
Other taxes and social security costs (885) (4,250)
Lease liabilities (1,639) (714)
Total current liabilities (11,780) (14,510)
Non-current liabilities
Deferred tax liabilities (2,187) (3,537)
Borrowings 5 (13,145) (16,050)
Lease liabilities (444) (1,009)
Total non-current liabilities (15,776) (20,596)
Total liabilities (27,556) (35,106)
Net assets 39,330 47,835
Equity
Share capital 922 922
Share premium 6,538 6,538
Merger reserve 45,972 50,449
Capital redemption reserve 15 15
Own shares (1,109) (955)
Retained earnings (13,008) (9,134)
Total equity 39,330 47,835
Consolidated Statement of Changes in Equity
For the year ended 31 March 2025
Capital redemption reserve
Share capital Share premium Merger reserve Own shares Retained earnings
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2024 922 6,538 50,449 15 (955) (9,134) 47,835
Loss for the year - - - - - (9,155) (9,155)
Transfer to retained earnings - - (4,477) - - 4,477 -
Transactions with owners
Own shares transferred from EBT - - - - 557 (545) 12
Own shares purchased by EBT - - - - (711) - (711)
Share-based payments - - - - - 1,349 1,349
At 31 March 2025 (Unaudited)
922 6,538 45,972 15 (1,109) (13,008) 39,330
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
Capital redemption reserve Foreign exchange reserve
Share capital Share premium Merger reserve Own shares Retained earnings
Total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2023 919 6,538 73,474 15 (983) (72) (13,206) 66,685
Loss for the year - - - - - - (20,372) (20,372)
Exchange differences on translation of foreign operations
- - - - - (22) - (22)
Exchange adjustments recycled to the income statement on disposal of
discontinued operations
- - - - - 94 - 94
Transfer to retained earnings - - (23,254) - - - 23,254 -
Transactions with owners
Shares issued 3 - 229 - - - - 232
Own shares transferred from EBT
- - - - 28 - (28) -
Share-based payments - - - - - - 1,218 1,218
At 31 March 2024 (Audited)
922 6,538 50,449 15 (955) - (9,134) 47,835
Consolidated Statement of Cash Flows
For the year ended 31 March 2025
Unaudited Audited
2025 2024(1)
£'000 £'000
Cash flows from operating activities:
Loss before taxation from total operations (10,039) (23,014)
Adjustments for:
Depreciation 979 931
Amortisation of intangible assets 5,383 7,681
Impairment of intangible assets - 1,673
Impairment of goodwill 4,477 14,492
Impairment of goodwill and intangible assets on classification as held for - 1,848
sale
Share-based payments 1,421 1,390
Foreign exchange losses - 38
Finance income (89) -
Finance costs 1,408 2,057
Loss from fair value movement of contingent consideration
- 7
Loss on disposal of property, plant and equipment
- 16
Gain on sale of discontinued operations - (3,580)
Working capital adjustments:
Decrease in trade and other receivables 977 4,111
Decrease in trade and other payables (3,522) (346)
Net cash generated from operations 995 7,304
Tax received 437 236
Net operating cash flows 1,432 7,540
Consolidated Statement of Cash Flows continued
For the year ended 31 March 2025
Cash flows from investing activities:
Interest received 89 -
Disposal of subsidiaries(2) - 6,071
Purchase of property, plant and equipment - (37)
Additions to intangibles - (170)
Proceeds from sale of property, plant and equipment
-
12
Net cash generated from/(used in) investing activities
89 5,876
Cash flows from financing activities:
New borrowings 2,000 -
Repayment of borrowings (5,000) (8,300)
Proceeds from exercise of share options 12 -
Purchase of own shares (711) -
Payment of lease liabilities (1,005) (718)
Interest paid (1,104) (2,211)
Net cash used in financing activities (5,808) (11,229)
Net (decrease)/increase in cash and cash equivalents
(4,287) 2,187
Cash and cash equivalents at beginning of the year
8,934 6,772
Effect of exchange rate fluctuations on cash held
- (25)
Cash and cash equivalents at the end of the year
4,647 8,934
Comprising:
Cash at bank and in hand 4,647 8,882
Cash held by trust - 52
Cash and cash equivalents at end of the year 8,934
4,647
Cash flows from investing activities:
Interest received
89
-
Disposal of subsidiaries(2)
-
6,071
Purchase of property, plant and equipment
-
(37)
Additions to intangibles
-
(170)
Proceeds from sale of property, plant and equipment
-
12
Net cash generated from/(used in) investing activities
89
5,876
Cash flows from financing activities:
New borrowings
2,000
-
Repayment of borrowings
(5,000)
(8,300)
Proceeds from exercise of share options
12
-
Purchase of own shares
(711)
-
Payment of lease liabilities
(1,005)
(718)
Interest paid
(1,104)
(2,211)
Net cash used in financing activities
(5,808)
(11,229)
Net (decrease)/increase in cash and cash equivalents
(4,287)
2,187
Cash and cash equivalents at beginning of the year
8,934
6,772
Effect of exchange rate fluctuations on cash held
-
(25)
Cash and cash equivalents at the end of the year
4,647
8,934
Comprising:
Cash at bank and in hand
4,647
8,882
Cash held by trust
-
52
Cash and cash equivalents at end of the year
4,647
8,934
(1) In prior year, the cash flows of discontinued operations are immaterial to
the Consolidated Statement of Cash Flows and so have not been presented
separately.
(2) In prior year, disposal of subsidiaries comprises cash consideration
received of £7.5 million less cash disposed of £1.4 million.
Notes to the Consolidated Financial Statements
1. General information
TPXimpact Holdings plc is a public limited company incorporated in England and
Wales under the Companies Act 2006 with registered number 10533096. The
Company's shares are publicly traded on AIM, part of the London Stock
Exchange.
The address of the registered office is The Hickman, Second Floor, 2
Whitechapel Road, London, United Kingdom, E1 1EW. The principal activity of
the Group is the provision of digitally native technology services to clients
within the commercial, government and non-government organisation (NGO)
sectors.
The financial information set out in this announcement does not comprise the
Group's statutory accounts as defined in section 434 of the Companies Act 2006
for the year ended 31 March 2025. The statutory accounts for the year ended 31
March 2025 have not yet been delivered to the Registrar of Companies, nor have
the auditors yet reported on them. This preliminary announcement does not
constitute statutory accounts under section 435 of the Companies Act 2006.
Statutory accounts for the year ended 31 March 2024 have been delivered to the
Registrar of Companies. These accounts received an unqualified auditors'
report and did not contain any statements under section 498 of the Companies
Act 2006.
2. Basis of preparation
The unaudited consolidated preliminary financial statements have been prepared
in accordance with UK-adopted international accounting standards, with the
Companies Act 2006 and the AIM rules for Companies. The financial statements
are presented in pound sterling (GBP), which is the functional currency of the
parent company.
Going concern
After reviewing the budgets and cash projections for the next twelve months
and beyond, the Directors believe that the Company has adequate resources to
continue operations for the foreseeable future and to meet the requirements of
its debt covenants. For this reason, they continue to adopt the going concern
basis in preparing the financial statements.
3. Accounting policies
The accounting policies used in the preparation of the unaudited preliminary
consolidated financial statements for the year ended 31 March 2025 are in
accordance with the recognition and measurement criteria of International
Financial Reporting Standards (IFRS) and are consistent with those which were
adopted in the annual statutory financial statements for the year ended 31
March 2024.
4. Goodwill
Goodwill decreased by £4.5 million during the year ended 31 March 2025 due to
impairment charges in relation to manifesto.
5. Borrowings
At 31 March 2025, the Group had a revolving credit facility with HSBC of £25
million with a £15 million accordion of which £13.2 million had been drawn
down following net repayments during the year of £3.0 million. In June 2025,
a further £1.5 million was repaid.
6. Earnings per share
2025 2024
Number of Number of
shares shares
'000 '000
Weighted average number of shares for calculating basic earnings per share
90,450 90,368
Weighted average number of dilutive shares 5,498 3,142
Weighted average number of shares for calculating diluted earnings per share
95,948 93,510
2025 2025
£'000 £'000
Loss after tax from continuing operations (9,155) (22,183)
Profit after tax from discontinued operations - 1,811
Loss after tax from total operations (9,155) (20,372)
Adjusted profit after tax from continuing operations(1) 2,883 1,919
Earnings per share is calculated as follows:
2025 2024
Basic earnings per share
Basic earnings per share from continuing operations (10.1p) (24.5p)
Basic earnings per share from discontinued operations - 2.0p
Basic earnings per share from total operations (10.1p) (22.5p)
Adjusted basic earnings per share from continuing operations
3.2p 2.1p
Diluted earnings per share
Diluted earnings per share from continuing operations(2) (10.1p) (24.5p)
Diluted earnings per share from discontinued operations(2)
- 2.0p
Diluted earnings per share from total operations(2) (10.1p) (22.5p)
Adjusted diluted earnings per share from continuing operations
3.0p 2.1p
(1) Adjusted profit after tax on continuing operations is defined in note 7.
(2) The weighted average shares used in the basic EPS calculation has also
been used for reported diluted EPS due to the anti-dilutive effect of the
weighted average shares calculated for the reported diluted EPS calculation.
7. Alternative performance measures (unaudited)
In measuring our performance, the financial measures that we use include those
which have been derived from our reported results in order to eliminate
factors which distort period-on-period comparisons. These are considered
non-GAAP financial measures, and include measures such as like-for-like
revenue, adjusted EBITDA and net debt (excluding lease liabilities). We
believe this information, along with comparable GAAP measurements, is useful
to shareholders and analysts in providing a basis for measuring our financial
performance.
Like-for-like
Like-for-like comparisons are calculated by comparing current year results for
continuing operations (which includes acquisitions from the relevant date of
completion) to prior year results, adjusted to include the results of
acquisitions for the commensurate period in the prior year. In the year ended
31 March 2025, there were no differences in the like-for-like and reported
comparisons due to there being no acquisitions in either year.
Reconciliation of net debt (excluding lease liabilities):
2025 2024
£'000 £'000
Cash and cash equivalents 4,647 8,934
Borrowings due after one year(1) (13,145) (16,050)
Net debt (8,498) (7,116)
(1) Borrowings due after one year comprise gross borrowings less unamortised
debt issuance costs.
Reconciliation of operating loss to adjusted EBITDA:
2025 2024
£'000 £'000
Operating loss (8,720) (22,801)
Amortisation of intangible assets 5,383 7,657
Depreciation 979 789
Loss from fair value movement of contingent consideration - 7
Impairment of intangible assets - 1,673
Impairment of goodwill 4,477 14,492
Share-based payments(1) 1,421 1,425
Restructuring and transformation costs 2,074 1,387
Adjusted EBITDA 5,614 4,629
(1) Includes social security costs.
Reconciliation of loss before tax to adjusted profit after tax:
2025 2024
£'000 £'000
Loss before tax on continuing operations (10,039) (24,847)
Amortisation of intangible assets 5,383 7,657
Loss from fair value movement of contingent consideration - 7
Impairment of intangible assets - 1,673
Impairment of goodwill 4,477 14,492
Share-based payments(1) 1,421 1,425
Restructuring and transformation costs 2,074 1,387
Adjusted profit before tax on continuing operations 3,316 1,794
Tax (excluding impact of amortisation of intangible assets and share-based (433) 125
payments)
Adjusted profit after tax on continuing operations 2,883 1,919
(1) Includes social security costs.
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