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REG - Walker Crips Group - Results for the six months ended 30 September 2025

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RNS Number : 2050N  Walker Crips Group plc  31 December 2025

 

Results for the six months ended 30 September 2025

 

 

Key Figures

 

●    Total revenues decreased 7.3% to £14.6 million (2024: £15.8
million).

 

● Gross profits (revenues net of commissions and fees paid out to
self-employed investment managers) decreased by 7.4% to £12.1 million (2024:
13.1 million).

 

●   Operating loss in the period of £6,900,000 (2024: £1,682,000).
Adjusting for exceptional items, which consists of the impairment of goodwill
of £4,388,000, the Group is reporting an adjusted operating loss of
£2,512,000 (2024: £1,682,000).

 

●    Loss before tax in the period of £6,324,000 (2024: £1,452,000).
Adjusting for exceptional items, the Group is reporting an adjusted loss
before tax of £2,582,000 (2024: £1,452,000).

 

●    Cash and cash equivalents of £9.0 million (2024: £12.8 million)
was held at the end of the period, which includes £2.5m drawn down from the
Loan Facility from Phillip Brokerage.

 

●   Assets Under Management ("AUM") increased by 9.3% to £3.0 billion
(31 March 2025: £2.7 billion) and Total Assets Under Management and
Administration ("AUMA") increased by 5.3% to £4.9 billion (31 March 2025:
£4.6 billion).

 

●    The Directors do not propose to pay an interim dividend due to the
Group's trading performance during the period (2024: nil pence per share).

 

 

Interim Chairman's statement

Introduction

 

Given the ongoing internal challenges and broader economic uncertainty, this
has been another difficult period for the Walker Crips Group.

 

It is with that backdrop that the Independent Directors of Walker Crips Group
recommended the acquisition of the Group by PhillipCapital UK Ltd on 24
November. PhillipCapital UK Ltd is a wholly owned subsidiary of Phillip
Brokerage Pte Ltd, a company associated with the Company's largest shareholder
group (referred to in the RNS as the PhillipCapital Concert Party), which also
provided the £5.0 million working capital loan facility in July 2025. Further
details on the proposed acquisition and the background to and reasons for the
recommendation are included in the Company's announcement on 24 November 2025.

 

 

Group performance

 

Over the past year, the UK economy has been navigating a challenging backdrop
of persistent inflation and slowing growth, with current levels yet to reach
the target of 2%. Elevated interest rates, maintained by the Bank of England
to address higher-than-expected inflation, have increased borrowing costs and
placed additional pressure on consumer spending and business investment.

 

Renewed tariff tensions between key trading partners contributed to
supply-chain disruptions and heightened uncertainty in international markets.
These combined factors weighed on business confidence and contributed to
uneven sectoral performance, with companies increasingly focused on cost
management, operational resilience, and strategic repositioning in response to
the challenging environment.

 

The tight financial environment and cautious consumer behaviour continued to
affect financial markets and, in turn, our revenues.

 

Our disappointing performance was impacted further by internal factors,
specifically our high costs in relation to our self-initiated CASS and
regulatory enhancements, and the upfront costs related to the ongoing Model B
(trading, settlement and custody operations) migration to BNY Pershing in the
investment management subsidiary (Walker Crips Investment Management Ltd or
"WCIM"). It is worth noting that the results do not incorporate £1.8 million
of insurance recoverability relating to the WCIM suitability redress provision
of the previous financial year. We await FCA approval of the redress
methodology before recognising the insurance recoverability which we expect to
do so by the end of the financial year.

 

The Group is reporting a first-half operating loss and loss before tax of
£6,900,000 and £6,970,000, respectively (30 September 2024: operating loss
of £1,682,000 and loss before tax of £1,452,000), with a notable exceptional
charge of £4,388,000 million being the impairment of our entire goodwill
balance. This is purely an accounting adjustment, with no cash impact.

 

Operating costs decreased by 0.7% compared to same period last year. This may
seem unusual given the persistent inflation and rising costs we have
previously seen, but last year's operating costs included one-off costs that
were specifically related to the CASS and regulatory enhancements, as well as
costs on transitioning WCIM's trading, settlement and custody operations to
BNY Pershing.

 

As mentioned in the annual report, the transition of a large part of WCIM's
back-office operations to BNY Pershing was completed at the end of June 2025.
However, the transition required significant staff and management focus, which
affected the ability to execute on growth initiatives, thereby affecting
expected revenues in the period.

 

Revenues declined by 7.3% in total compared to the same period last year,
primarily due to a reduced managed interest retention and Structured Products
fees. The reduction in managed interest retention was a deliberate strategy to
provide greater value to our clients by sharing more interest with them.
Structured Products fees saw an unfortunate decline in the first half due to
market uncertainty, but have since picked up as clients have seen more value
in defensive structures, given fears of a stock market asset bubble.

 

Whilst the results are not positive, they were not entirely unexpected given
the transition we are in. We remain determined to turn things around through
several ongoing initiatives, including strengthened cost management efforts,
comprehensive tariff reviews, new structured products initiatives, including a
structured product fund, and continuous process improvements. The Company has
identified a range of cost-cutting measures that are expected to start
delivering results in 2026.

 

After five years of reorganisation and growing the number of financial
planners, the Financial Planning subsidiary has returned to profitability, and
we believe it is now well placed to continue its growth trajectory and benefit
from the time, effort and capital invested by the staff, financial planners,
management and the Group. Barker Poland Asset Management LLP continues to be
efficiently managed and doing what they do best, in serving our clients, and
contributing positively to the Group. Our Pensions subsidiary is also holding
its own in a highly challenging SIPP and SASS environment.

 

Recommended Cash Acquisition

 

On 24 November 2025, the Independent Directors of Walker Crips Group plc* and
PhillipCapital UK Ltd announced that they had reached agreement on the terms
of a recommended cash offer pursuant to which PhillipCapital UK Ltd would
acquire the Group (the "acquisition"). The Acquisition valued the Group at
£5.6 million, offering 14 pence per share, approximately 87% above the last
closing price of 7.5 pence. Further details on the Acquisition, including the
background to and reasons for the recommendation, are included in the Group's
announcement on 24 November 2025.

 

* The Independent Directors for the purposes of the Acquisition are considered
to be Mark Nelligan, Christian Dougal and Sean Lam.

 

Outlook

 

Whilst the results for the first six months have been disappointing, we have
made significant progress in strengthening our operational foundation,
including the migration of our custody operations to BNY Pershing. These
investments will place the firm on a stronger footing, by reducing our
operational cost base, enhancing internal control, and creating a more
resilient and scalable operating model.

 

Our strategic focus remains on driving sustainable growth through targeted
initiatives such as creating a structured product fund, hiring quality
investment managers and financial planners, and ensuring that our cost base is
carefully managed.

 

I would like to take this opportunity to express my appreciation to our
clients, shareholders and employees for their continued support, trust and
commitment.

 

Mark Nelligan

Interim Chairman

 

31 December 2025

Walker Crips Group plc

 

Walker Crips Group plc

Condensed consolidated income statement

For the six months ended 30 September 2025

 

                                                                                      Unaudited                               Unaudited                                Audited

September
September
March

2025
2024
2025
                                                                             Notes     £'000                                   £'000                                   £'000
 Revenue                                                                     4, 7     14,646                                  15,794                                  31,345
 Commissions and fees paid                                                   8               (2,551)                                 (2,734)                                 (5,515)
 Gross profit                                                                         12,095                                  13,060                                  25,830

 Administrative expenses                                                                   (14,607)                                (14,742)                                (25,653)
 Exceptional items                                                           9        (4,388)                                 -                                       (3,821)
 Operating loss                                                              4                 (6,900)                                 (1,682)                                 (3,644)

 Investment revenue                                                                                    147                                     274                                     479
 Finance costs                                                                        (217)                                   (44)                                    (110)
 Loss before tax                                                                               (6,970)                                 (1,452)                                 (3,275)
 Taxation                                                                                          646                                     363                                     747
 Loss for the period attributable to equity holders of the Parent Company                       (6,324)                                 (1,089)                                 (2,528)

 Earnings per share
 Basic and diluted                                                           5        (14.85)p                                (2.56)p                                 (5.26)p

 

 

 

Walker Crips Group plc

Condensed consolidated statement of comprehensive income

For the six months ended 30 September 2025

 

 

                                                                                      Unaudited                       Unaudited                    Audited

September
September
March

2025
2024
2025
                                                                                       £'000                           £'000                       £'000
 Loss for the period                                                                            (6,324)                        (1,089)                     (2,528)
 Total comprehensive loss for the period attributable to equity holders of the                  (6,324)               (1,089)                     (2,528)
 Parent Company

 

 

Walker Crips Group plc

Condensed consolidated statement of financial position

As at 30 September 2025

                                                                                      Unaudited                           Unaudited                           Audited
                                                                                      September                           September                           March
                                                                                      2025                                2024                                2025
                                                  Notes                                £'000                               £'000                              £'000
 Non-current assets
 Goodwill                                                                                         -                                   4,388                           4,388
 Other intangible assets                                                              2,746                               3,410                                       3,073
 Property, plant and equipment                                                                    495                                 723                             631
 Right-of-use-assets                                                                             8,830                               1,787                            1,525
 Investments-fair value through profit or loss                                        14                                  -                                   14
                                                                                                12,085                              10,308                          9,631
 Current assets
 Trade and other receivables                                                          14,013                              24,434                                    32,335
 Investments - fair value through profit or loss  12                                                  410                                 878                            916
 Cash and cash equivalents                                                                       8,999                               12,794                           12,502
                                                                                                23,422                              38,106                          45,753
 Total assets                                                                         35,507                              48,414                                    55,384

 Current liabilities
 Trade and other payables                                                                     (9,422)                             (24,076)                        (32,351)
 Loan                                                                                 (2,500)                             -                                   -
 Deferred tax liabilities                                                                           -                                   (176)                           -
 Provisions                                        15                                               (1,191)                             (1,181)                         (1,936)
 Lease liabilities                                                                               (781)                               (732)                              (819)
 Dividends payable                                                                    -                                   (106)                               -
                                                                                              (13,894)                            (26,271)                        (35,106)
 Net current assets                                                                               9,528                               11,835                          10,647

 Long-term liabilities
 Deferred cash considerations                                                         (15)                                -                                   -
 Lease liabilities                                                                               (8,566)                             (1,358)                        (907)
 Provisions                                                                                         (669)                               (659)                           (684)
                                                                                                 (9,250)                             (2,017)                        (1,591)
 Net assets                                                                                    12,363                              20,126                           18,687

 Equity
 Share capital                                                                                    2,888                               2,888                           2,888
 Share premium account                                                                            3,763                               3,763                           3,763
 Own shares                                                                                         (312)                               (312)                           (312)
 Retained earnings                                                                             1,301                               9,064                            7,625
 Other reserves                                                                                   4,723                               4,723                           4,723
 Equity attributable to equity holders of the Parent Company                          12,363                              20,126                              18,687

 

 

 

Walker Crips Group plc

Condensed consolidated statement of cash flows

For the six months ended 30 September 2025

                                                           Unaudited                                                 Unaudited                                                  Audited
                                                           September                                                 September                                                  March
                                                           2025                                                      2024                                                       2025
  Notes                                                    £'000                                                     £'000                                                      £'000
 Operating activities
 Cash used in operations                                   13                                                                            (618)                                                  (177)

                                                           (5,757)
 Tax paid                                                  29                                                        -                                                                               (232)
 Net cash used in generated from operating activities                               (5,727)                                                   (618)                                             (409)
 Investing activities
 Purchase of property, plant and equipment                                        (17)                                                      (58)                                                 (124)
 Sale/(purchase) of investments held for trading                                496                                                       (181)                                 (157)
 Consideration paid on acquisition of intangibles                                   -                                                         (53)                                                  (105)
 Dividends received                                                                  -                                                         -                                8
 Interest received                                         147                                                       274                                                                             471
 Net cash generated from / (used in) investing activities                       626                                                       (18)                                  93
 Financing activities
 Dividends paid                                                                      -                                                         -                                (106)
 Interest paid                                                                      (51)                                                      (1)                                                     (29)
 Loan received                                                                      2,500                                                     -                                                       -
 Repayment of lease liabilities *                                               (684)                                                     (389)                                                  (829)
 Repayment of lease interest *                                                    (166)                                                     (43)                                                 (81)
 Net cash used in financing activities                                          1,599                                                     (433)                                               (1,045)
 Net decrease in cash and cash equivalents                                      (3,503)                                                   (1,069)                               (1,361)
 Net cash and cash equivalents at beginning of period      12,502                                                    13,863                                                                     13,863
 Net cash and cash equivalents at end of period                               8,999                                                     12,794                                                  12,502

 

* Total IFRS 16 lease liability payments of £850,000 (30 September 2024:
£432,000; 31 March 2025: £910,000).

 

Walker Crips Group plc
Condensed consolidated statement of changes in equity

For the six months ended 30 September 2025

                                                      Share                                         Share premium account                         Own                                           Capital redemption                            Other                                         Retained earnings                               Total

capital
shares
equity

held
                                                      £'000                                         £'000                                         £'000                                         £'000                                         £'000                                         £'000                                           £'000
 Equity as at 31 March 2024                                       2,888                                         3,763                                          (312)                                           111                                        4,612                            10,259                                          21,321
 Total comprehensive loss for the six-month period                       -                                             -                                             -                                             -                                             -                         (1,089)                                         (1,089)
 Contributions by and distributions to owners
 Dividends paid                                                          -                                             -                                             -                                             -                                             -                                            (106)                        (106)
 Total contributions by and distributions to owners                      -                                             -                                             -                                             -                                             -                         (106)                                           (106)
 Equity as at 30 September 2024                                   2,888                                         3,763                                          (312)                                           111                                        4,612                            9,064                                           20,126
 Total comprehensive loss for the six-month period                       -                                             -                                             -                                             -                                             -                         (1,439)                                         (1,439)
 Contributions by and distributions to owners
 Dividends paid                                                          -                                             -                                             -                                             -                                             -                                            -                            -
 Total contributions by and distributions to owners                      -                                             -                                             -                                             -                                             -                         -                                               -
 Equity as at 31 March 2025                                       2,888                                         3,763                                          (312)                                           111                                        4,612                            7,625                                           18,687
 Total comprehensive loss for the six-month period                       -                                             -                                             -                                             -                                             -                         (6,324)                                         (6,324)
 Contributions by and distributions to owners
 Dividends paid and payable                                              -                                             -                                             -                                             -                                             -                                            -                            -
 Total contributions by and distributions to owners                      -                                             -                                             -                                             -                                             -                         -                                               -
 Equity as at 30 September 2025                                   2,888                                         3,763                                          (312)                                           111                                        4,612                            1,301                                           12,363

 

Walker Crips Group plc

Notes to the condensed consolidated financial statements

For the six months ended 30 September 2025

 

1.    General information

Walker Crips Group plc ("the Company") is the Parent Company of the Walker
Crips group of companies ("the Group").  The Company is a public limited
company incorporated in England and Wales under the Companies Act 2006. The
Company's registered office is at 128 Queen Victoria Street, London EC4V 4BJ.

 

2.    Basis of preparation and significant accounting policies

 

Basis of preparation

This condensed consolidated interim financial report for the half-year
reporting period ended 30 September 2025 has been prepared in accordance with
the UK-adopted International Accounting Standard 34, 'Interim Financial
Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority.  They do not include all
disclosures that would otherwise be required in a complete set of financial
statements, however, selected explanatory notes are included for events and
transactions that are significant to an understanding of the Group's financial
position and performance.

 

The condensed consolidated financial statements have been prepared on the
basis of the accounting policies and methods of computation set out in the
Group's consolidated financial statements for the year ended 31 March 2025
therefore should be read in conjunction with the Group's audited financial
statements for the year ended 31 March 2025.  The interim financial
information is unaudited and does not constitute statutory accounts as defined
in section 434 of the Companies Act 2006.

 

The Group's financial statements for the year ended 31 March 2025 have been
reported on by the auditors and delivered to the Registrar of Companies. The
report of the auditors was unqualified and did not draw attention to any
matters by way of emphasis. The audit report did not contain a statement under
section 498 (2) or (3) of the Companies Act 2006. The interim financial
information has neither been audited nor reviewed pursuant to guidance issued
by the Audit Procedures Board.

 

The interim condensed consolidated financial statements are presented in GBP
sterling (£) and are rounded to the nearest thousand, unless stated
otherwise.

 

Going Concern

The interim financial statements of the Group are prepared on a going concern
basis. As at 30 September 2025, the Group had net assets of £12.4 million (31
March 2025: £18.7 million), net current assets of £9.5 million (31 March
2025: £10.7 million) and net cash and cash equivalents of £9.0 million (31
March 2025: £12.5 million). The Group reported an operating loss of £6.9
million for the period to 30 September 2025 (30 September 2024: £1.682
million) and net cash used from operating activities of £5.76 million (30
September 2024: net cash used of £0.6 million).

 

The Directors consider the going concern basis to be appropriate following
their assessment of the Group's financial position and its ability to meet its
obligations as and when they fall due. In making the going concern assessment,
the Directors have considered:

 

-     The Group's base case financial projections for the five-year period
through to 31 March 2030.

-     The Group's operating cash inflows and outflows during the period to
30 September 2025, and its projected future cash flows, including the
adjustment of known and/or planned factors to projected revenues and costs as
at the date of the publication of this report.

 -             The principal risks facing the Group and its
systems of risk management and internal control.

 -             The outcome of stress scenarios applied to the
Group's base case projections.

 

The Directors have made key assumptions in formulating the forecast such as
for economic factors such as interest rates and inflation and have assessed
market trends and political events that may also affect trading.

 

Key stress scenarios that the Directors have considered for illustrative and
comparative purposes include:

 

-     A "bear stress scenario": representing a 10% reduction in management
fees, trading commissions, and interest income with the consequent reduction
in revenue sharing based costs, compared to the base case in the reporting
periods from 1 April 2026 through to 31 March 2030.

 

-     A "severe stress scenario": representing a 20% fall in management
fees, trading commissions, and interest income with the consequent reduction
in revenue sharing based costs, compared to the base case in the reporting
periods from 1 April 2026 through to 31 March 2030.

 

The bear and severe stress scenarios indicate potential breaches of the
Group's minimum regulatory capital ratio threshold in the next financial year.
 The Directors note the conservative base case projections and that all
stress scenarios are before considering the impact of corrective management
actions or expected positive impacts of the Group's changes in own fund and
liquid asset threshold requirements subsequent to the delivery of work noted
in the Interim Chairman's Statement. As such, based upon the analysis, the
Directors consider scenarios leading to a regulatory capital threshold breach
to be remote.

 

Management actions include, but are not limited to, the below:

 

•             Immediate reduction in non-essential/discretionary
expenditure such as freezing of hires and much reduced capital expenditure;

•             Imposition of employment cutbacks, in real terms
represented by salaries being forecast at a consistent level throughout the
five-year forecast (cut in the base scenario);

•             Consider disposals of assets; and

•             Fully utilising the Phillip Brokerage working
capital loan facility.

 

Taxation

The tax credit in the income statement represents the sum of the tax currently
receivable and deferred tax.

 

The tax currently receivable is based on the taxable loss for the period.
Taxable loss differs from net loss as reported in the income statement because
it excludes items of income or expense that are taxable or deductible in other
years and it further excludes items that are never taxable or deductible. The
Group's asset for current tax is calculated using tax rates that have been
enacted or substantively enacted by the statement of financial position date.
The amount of taxable loss in the current period has been estimated.

 

Deferred tax is calculated at the tax rates that are expected to apply in the
period in which the liability is settled or the asset is realised based on tax
rates that have been enacted or substantively enacted by the statement of
financial position date.

 

Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to do so and presented as a net number on the face of the
statement of financial position.

 

Use of estimates and judgements

The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.

 

There have been no material revisions to the nature and amounts of estimates
of numbers reported in prior periods.

 

Impairment of goodwill - estimation and judgement

Determining whether goodwill is impaired requires an estimation of the fair
value less costs to sell and the value-in-use of the cash-generating units to
which goodwill has been allocated. As mentioned in the Chairman's Statement,
goodwill on the balance sheet was fully impaired in the period given the
indicative market capitalisation of the Group based on the takeover bid from
PhillipCapital UK being significantly lower than the Group's net assets value.
After the impairment, the carrying amount of goodwill at the statement of
financial position date was £nil (31 March 2025: £4.4 million).

 

Other intangible assets - judgement

Acquired client lists are capitalised based on current fair values. When the
Group purchases client relationships from other corporate entities, a
judgement is made as to whether the transaction should be accounted for as a
business combination, or a separate purchase of intangible assets. In making
this judgement, the Group assesses the acquiree against the definition of a
business combination in IFRS 3. Payments to newly recruited investment
managers are capitalised when they are judged to be made for the acquisition
of client relationship intangibles. The useful lives are estimated by
assessing the historic rates of client retention, the ages and succession
plans of the investment managers who manage the clients and the contractual
incentives of the investment managers. Key assumptions in this regard consist
of the following:

 

1. The Group continues as a going concern;

2. Life expectancy of clients based on data from the Office for National
Statistics;

3. Succession plans in place for staff and investment managers;

4. Amounts of AUMA are consistent on average;

5. A growth rate of client list AUMA of a conservative 2%; and

6. A discount rate of 12%.

 

No intangible asset acquisitions were made in the period to 30 September 2025.

 

Provisions - estimation and judgement

Provisions are recognised when the Group has a present obligation as a result
of a past event, and it is probable that the Group will be required to settle
that obligation. Provisions are measured at the Directors' best estimate of
the expenditure required to settle the obligation at the statement of
financial position date, and are discounted to present value where the effect
is material.

 

IFRS 16 "Leases" - estimation and judgement

IFRS 16 requires certain judgements and estimates to be made and those
significant judgements are explained below.

 

The Group has opted to use single discount rates for leases with reasonably
similar characteristics. The discount rates used have had an impact on the
right-of-use assets' values, lease liabilities on initial recognition and
lease finance costs included within the income statement.

 

Where a lease includes the option for the Group to extend the lease term, the
Group has exercised the judgement, based on current information, that such
leases will be extended to the full length available, and this is included in
the calculation of the value of the right-of-use assets and lease liabilities
on initial recognition and valuation at the reporting date.

 

Provision for dilapidations - estimation and judgement

The Group has made provisions for dilapidations under six leases for its
offices. The Group did not enter into any new property leases in the period
but allowed the lapse of two existing lease agreements. The amounts of the
provisions are, where possible, estimated using quotes from professional
building contractors. The property, plant and equipment elements of the
dilapidations are depreciated over the terms of their respective leases. The
obligations in relation to dilapidations are inflated using an estimated rate
of inflation and discounted using appropriate gilt rates to present value. The
change in liability attributable to inflation and discounting is recognised in
interest expense.

Provision for client payments - estimation and judgement

The Group, with the support of external advisors, is currently investigating
an historical client suitability matter from which compensation costs may
arise in the future. The current estimate of the provision is noted in note
15.

 

3.    Changes in significant accounting policies

The accounting policies applied in these interim condensed consolidated
financial statements are consistent with those applied in the Group's
consolidated financial statements as at and for the year ended 31 March 2025.

 

 

4.    Revenue and segmental analysis

For segmental reporting purposes, the Group currently has three operating
segments:

-      Investment Management, being portfolio-based transaction execution
and investment advice;

-      Wealth Management, being financial planning and pension advice;
and

-      Software as a Service ("SaaS"), comprising provision of regulatory
and admin software to regulated companies.

 

Walker Crips Investment Management's activities focus predominantly on
investment management of various types of portfolios and asset classes.

 

Walker Crips Wealth Management provides advisory and administrative services
to clients in relation to their financial planning, life insurance,
inheritance tax and pension arrangements.

 

EnOC Technologies Limited ("EnOC") provides cloud-based software solutions to
our business partners, including the Group's regulated entities. Fees payable
by subsidiary companies to EnOC have been eliminated on consolidation.

 

These activities are the basis on which the Group reports its primary segment
information. Unallocated corporate expenses are disclosed separately. Revenues
between Group entities and reportable segments are excluded from the below
analysis.

 

  Revenue                          Investment        Financial        SaaS                              Total

Management
planning
                                   £'000             £'000            £'000                              £'000
 Six months to 30 September 2025  12,549            2,091            6                                  14,646
 Six months to 30 September 2024  14,146            1,640            8                                  15,794
 Year to 31 March 2025            27,913            3,416            16                                 31,345

 Operating (loss)/profit                                                            Unallocated         Operating
                                                                                   Costs                (loss)/profit
                                   £'000             £'000            £'000         £'000                £'000
 Six months to 30 September 2025  (2,149)           98               (234)         (4,615)              (6,900)
 Six months to 30 September 2024  (985)             (87)             (245)         (365)                (1,682)
 Year to 31 March 2025            1,632             (629)            (490)         (450)                63

 

 

 

5.    Loss per share

The calculation of basic loss per share for continuing operations is based on
the post-tax loss for the period of £6,324,000 (2024: £1,089,000) and on
42,577,328 (2024: 42,577,328) ordinary shares of 6 2/3p, being the weighted
average number of ordinary shares in issue during the period.  There is no
dilution applicable to the current period.

 

6.    Dividends

Given the reported results and our ongoing capital and liquidity requirements,
the Board will not be declaring an interim dividend.

 

7.    Total income

 

                                        Six months      Six months
                                        ended 30        ended 30        Year ended
                                        September       September       31 March
                                        2025            2024            2025
                                        £'000           £'000           £'000
 Revenue from contracts with customers  13,204          13,404          26,888
 Other revenue                          1,442           2,390           4,457
                                        14,646          15,794          31,337
 Investment revenue                     147             274             479
                                        14,793          16,068          31,824

 

8.    Commissions and fees paid

 Commissions and fees paid comprise:

 

                                     Six months      Six months
                                     ended 30        ended 30      Year ended
                                     September       September     31 March
                                     2025            2024          2025
                                     £'000           £'000         £'000

 To self-employed certified persons  2,551           2,734         5,515
                                     2,551           2,734         5,515

 

9.    Exceptional items

Certain items of income and expenditure may be disclosed separately as
exceptional due to their nature and materiality in order to provide a clearer
understanding of the Group's performance. Exceptional items are as follows:

  Exceptional items included within operating losst         Six months                                            Six months                Year ended

ended 30
ended 30 September 2024
31 March

September 2025
2025
                                                           £'000                                                 £'000                     £'000
 Goodwill impairment                                       4,388                                                 -                         -
 Client payments and associated costs                      -                                                     -                         1,757
 Regulatory enhancements                                   -                                                     -                         1,842
 Restructuring related to transfer to Model B arrangement  -                                                     -                         222
                                                                                   4,388                         -                                                3,821

 

During the period to 30 September 2025, goodwill on both cash-generating units
of London York Fund Managers Limited and Barker Poland Asset Management LLP
was fully impaired. This is an accounting adjustment to bring down the net
asset value of the Group in light of the indicative market capitalisation
based on PhillipCapital UK's takeover bid.

 

In the year ended 31 March 2025, we have classified the following items as
exceptional due to their materiality and non-recurring nature:

 

a)    An internal control failure resulted in possible customer detriment.
Provision has been made for the present estimate of client payments and
associated costs. We are working with our insurers to confirm scope of cover,
and any future recovery will also be treated as an exceptional item.

b)    The costs of an independent review and resulting actions to remediate
and enhance the Group's Compliance framework.

c)    Costs relating to restructuring in light of the transfer of
back-office functions to the Model B arrangement.

 

10.  Tax

Tax is credited at 25% for the six months ended 30 September 2025 (2024: 25%),
representing the best estimate of the average annual effective tax rate
expected to apply for the full year, applied to the pre-tax loss of the
six-month period.

 

 

11.  Current investments - fair value through profit or loss

                                                   As at          As at          As at

30 September
30 September
31 March

                                                  2025           2024           2025
                                                   £'000          £'000          £'000
 Trading investments
 Investments - fair value through profit or loss  410            878            916

 

Financial assets at fair value through profit or loss represent investments in
equity securities and collectives that present the Group with opportunity for
return through dividend income, interest and trading gains. The fair values of
these securities are based on quoted market prices.

 

12.  Fair values

The following provides an analysis of financial instruments that are measured
subsequent to initial recognition at fair value, grouped into Levels 1 to 3
based on the degree to which the fair value is observable:

-      Level 1 fair value measurements are those derived from quoted
prices (unadjusted) in active markets for identical assets or liabilities. The
trading investments fall within this category;

-      Level 2 fair value measurements are those derived from inputs
other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e.
derived from prices). The Group does not hold financial instruments in this
category; and

-      Level 3 fair value measurements are those derived from valuation
techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs). The Group's investments held
in non-current assets fall within this category.

 

 

 

The following tables analyse within the fair value hierarchy to the Group's
investments measured at fair value.

                                                              Level 1  Total
                                                              £'000      £'000
 At 30 September 2025
 Financial assets held at fair value through profit and loss  410      410
                                                              410      410

 At 30 September 2024
 Financial assets held at fair value through profit and loss  878      878
                                                              878      878

 At 31 March 2025
 Financial assets held at fair value through profit and loss  916      916
                                                              916      916

 

Further IFRS 13 disclosures have not been presented here as the balance
represents 2.510% (2024: 1.814%) of total assets.

 

13.  Cash generated from operations

 

                                                                                 Unaudited  Unaudited  Audited
                                                                                 September  September  March
                                                                                 2025       2024       2025
                                                                                  £'000      £'000      £'000

 Operating loss for the period                                                   (6,900)    (1,682)    (3,644)
 Adjustments for:
 Amortisation of intangibles                                                     327        386        775
 Impairment of goodwill                                                          4,388      -          -
 Net change in fair value of financial instruments at fair value through profit  10         (159)      (221)
 or loss
 Depreciation of property, plant and equipment                                   152        150        309
 Depreciation of right-of-use assets                                             999        314        649
 Decrease in debtors *                                                           18,939     7,506      43
 (Decrease)/increase in creditors *                                              (23,672)   (7,133)    1,912

 Net cash used in operations                                                     (5,757)    (618)      (177)

 

* £4,733,000 cash outflow from working capital movement (30 September 2024:
£373,000 inflow; 31 March 2025: £1,955,000 inflow).

 

 

14.  Contingent liability

In 2021, a former associate brought a claim against Walker Crips Investment
Management Limited "WCIM") in an Employment Tribunal.  A hearing of a
preliminary issue took place in 2022 and the Tribunal found in favour of
WCIM.  The former associate appealed certain aspects of that decision, and in
2023, whilst many of the appeal grounds were not upheld, certain points were
referred back to the Employment Tribunal to reconsider.  The specific
contested points were subsequently upheld and the case will in due course move
to trial stage, probably in 2027. WCIM considers the claims to be unjustified
and intends to continue to defend them robustly.

During the last year, a legacy systems issue was identified that could have
resulted in our client statements being presented incorrectly in relation to
equalisation and accumulation units. This information, if used for tax
affairs, could have an impact to client tax liability. The investigation is
ongoing and the impact on individual clients cannot be determined at this
stage and the outcome is uncertain and any liability could not be reliably
measured at this point in time, therefore the Board consider it appropriate to
report this finding as a contingent liability. The Board expects this
investigation to be concluded within the next 6 months.

In addition to above, from time to time, the Group receives complaints or
undertakes past business reviews, the outcomes of which remain uncertain
and/or cannot be reliably quantified based upon information available and
circumstances falling outside the Group's control. Accordingly, contingent
liabilities arise, the ultimate impact of which may also depend upon
availability of recoveries under the Group's indemnity insurance and other
contractual arrangements. Other than any cases where a financial obligation is
deemed to be probable and thus provision is made, the Directors presently
consider a negative outcome to be remote. As a result, no further disclosure
has been made in these financial statements. Provisions made remain subject to
estimation uncertainty, which may result in material variations in such
estimates as matters are finalised.

15.  Provisions

Provisions within one year are made up as follows:

 

                               Client                                          Stamp Duty  ( )   Total

                               Payments and associated professional fees       liability
                               £'000                                           £'000       ( )   £'000
 At 1 April 2024                            -                                  355               355
 Utilisation of provision      -                                               (324)       ( )   (324)
 Release of provision          -                                               (31)        ( )   (31)
 Additions                     1,181                                           -           ( )   1,181
 At 30 September 2024                       1,181                              -                 1,181
 Additions                     755                                             -           ( )   755
 At 1 April 2025                            1,936                              -           ( )   1,936
 Additions                     -                                               -                 -
 Utilisation of provision      (745)                                           -                 (745)
 At 30 September 2025                       1,191                              -           ( )   1,191

 

Client payments

The provision relates to the current estimate of client redress arising from a
legacy suitability issue along with associated costs which in the opinion of
the Board, need providing for after taking into account the risks and
uncertainties surrounding such events. The investigation is currently ongoing
to quantify the impact however the timing of these settlements are unknown but
it is expected that they will be resolved within 12 months.

 

16.  Subsequent events

After 30 September 2025, there was takeover bid for the Group from
PhillipCapital UK Ltd on 24 November 2025. More information is available in
the Group's announcement on 24 November 2025, which can be found on the
Company website and that of the London Stock Exchange.

 

 

 

Directors' responsibility statement

The Directors confirm that to the best of their knowledge:

 

(a) The condensed set of financial statements contained within the half yearly
financial report has been prepared in accordance with IAS 34 'Interim
Financial Reporting' as adopted by the EU;

 

(b) The half yearly report from the Chairman (constituting the interim
management report) includes a fair review of the information required by DTR
4.2.7R; and

 

(c) The half yearly report from the Chairman includes a fair review of the
information required by DTR 4.2.8R as far as applicable.

 

On Behalf of the Board

 

 

 

Sean Lam

Joint Group CEO

31 December 2025

Walker Crips Group plc

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