REG - W.H. Ireland Group - Interim Results
19/12/2025 17:30
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RNS Number : 3614M W.H. Ireland Group PLC 19 December 2025
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service (RIS), this inside information
is now considered to be in the public domain.
19 December 2025
WH Ireland Group plc
("WH Ireland" or the "Company")
Interim Results
WH Ireland today announces its interim results for the six months ended 30
September 2025.
Financial Highlights
· Revenue of £4.2m (H1 2024: £8.5m)
o Wealth Management revenue of £4.2m H1 2025 ( H1 2024: £5.3m)
· Underlying loss before tax of (£0.6m) (H1 2024: (£1.3)m)*
· Statutory loss before tax of (£0.9m) (H1 2024: £(1.2)m)
· Basic loss per share (0.38p) (H1 2024: loss of (0.53)p)*
· Total Group AUM of £0.97bn (H1 2024: £1.13bn)
o Discretionary and advisory AUM of £0.68 billion (30 September 2024:
£0.76 billion)
· Cash balances £3.0m at 30 September 2025 (31 March 2025: £3.5m; 30
September 2024: £4.6m)
Post period end events:
· Received £1.1m, being the full and final payment due under the terms
of sale of the WH Ireland Capital Markets Division completed on 15 July 2024
· As at 31 October 2025, discretionary and advisory AUM were £0.65
billion (unaudited), reflecting net outflows of £25 million and £5 million
of losses from investment performance
Recommended acquisition of WH Ireland by Team (announced 27 November 2025):
· Creates a diversified, well-governed wealth and asset-management
group with regulated operations in Jersey, the UK and selected international
markets
· Values each WH Ireland Share at approximately 5.4 pence, and WH
Ireland's entire issued share capital at approximately £12.7 million (based
on the closing price of Team shares on 26 November 2025)
· Being implemented by a Scheme of Arrangement, subject to shareholder
approval, satisfaction of a number of conditions (including FCA change in
control) and sanction of the Court
· Completion, subject to the Scheme of Arrangement's conditions, is
currently expected by the end of the first quarter of 2026
(*)A reconciliation from underlying profits to statutory profits is shown
within the Chief Executive's statement below
Commenting, Phillip Wale, Chief Executive Officer said:
"These results reflect what was a challenging period for WH Ireland. Subject
to shareholder, Court and regulatory approvals, we look forward to the
proposed acquisition of WH Ireland Group plc by TEAM Plc becoming effective
and, if so, to working together to ensure an orderly and efficient transfer of
operations being undertaken thereafter."
For further information please contact:
WH Ireland Group plc www.whirelandplc.com
(https://protect.checkpoint.com/v2/___http:/www.whirelandplc.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo2OWY2MzM1NjM1NDg0ODQzZThmYTJhNjA1ZDc3NjllODo2Ojg5YjE6MzY0NDVlYWZmZTBhMTY4ZTgwNmFiYTVhOWFkNzdkNzE4YmNhMTkxZmI3ZTlmYWQzMzc3ODhmMjI5YzlhOGQzMDpwOlQ6Tg)
Phillip Wale, Chief Executive Officer +44(0) 20 7220 1666
Zeus Capital Limited (Nominated Adviser and broker) (https://protect.checkpoint.com/v2/___http:/www.canaccordgenuity.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzo2OWY2MzM1NjM1NDg0ODQzZThmYTJhNjA1ZDc3NjllODo2OjkxMTE6MmI3ZTVlYzY1MWRlMDBhMzJmMTAyODMyMWVkZGQ2ODkzZTI1NzU4ZTMxNDJiMjJiYzg4NjU5OWI4M2M0ZGRkNzpwOlQ6Tg)
Katy Mitchell / Harry Ansell / James Bavister +44(0) 203 829 5000
MHP whireland@mhpgroup.com (mailto:whireland@mhpgroup.com)
Reg Hoare +44 (0) 20 7831 406117
Notes to Editors:
About WH Ireland Group plc
Wealth Management Division (WM)
WH Ireland provides restricted financial planning advice and discretionary
investment management. Our goal is to build long term, mutually beneficial,
working relationships with our clients so that they can make informed and
effective choices about their money and how it can support their lifestyle
ambitions. We help clients to build a long term financial plan and investment
strategy for them and their families.
Chair and Chief Executive's statement
The first six months of this financial year has been a challenging period for
WH Ireland. Since the publication of the annual reports to 31 March 2025 the
potential disposal of the WM business announced on 22 September 2025 was not
approved by shareholders. Despite this uncertainty clients continued to be
served with the high standards expected by the Group.
Looking forward
Given the ongoing challenges posed by market conditions and uncertainty, the
Board has continued to pursue a strategy of a potential sale of all or part of
its assets. Following the failure of the potential disposal detailed above we
received multiple enquiries from potential buyers interested in acquiring the
WM division. Where appropriate, these discussions were actively pursued. Given
the likelihood of a sale in the near term, the WM division was classified as
an asset held for sale and a discontinued operation in the subsequent
Financial Statements.
On 27 November 2025, it was announced that the board of WH Ireland had reached
agreement on the terms and conditions of a recommended acquisition of WH
Ireland Group PLC by Jersey based TEAM PLC to create a diversified,
well-governed wealth and asset-management group with regulated operations in
Jersey, the UK and selected international markets.
The acquisition is to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 and is conditional on,
amongst other matters, the approval at an upcoming Court Meeting and approval
of shareholders in a General Meeting of the Company both of which are to be
held on 8 January 2026 and FCA Change of control permissions (see announcement
of 10 December 2025 for full details and timetable).
Interim results
Overall revenue fell 52% from the comparative period from £8.5m to £4.2m
(unaudited), reflecting the sale of the CM business mid previous period and
resignation of key Investment Managers in our Henley office. We reduced
administrative expenses by 52% from £9.8m to £4.7m (unaudited) in line with
reduced revenue. We also incurred project costs of £0.4m in relation to the
Board exploring strategic opportunities for parts of the business. This led to
a loss overall for the business of £0.9m before tax (unaudited).
WM income was affected by a reduction of total assets under management from
£1.1bn to £0.97bn. This was the principal reason for a 21% fall in its
revenue (from £5.3m to £4.2m).
Contingent consideration of £1.1m has been recognised in connection with the
successful disposal of the CM division at 30 September 2025. This is based on
estimated revenue to be generated in the 12 months post acquisition by the
buyer. For further details, see note 1. This amount is recognised within
accrued income and has been received post reporting date in October 2025.
The recognition of the contingent consideration has led to a gain on disposal
of £137k being recognised as part of the profit on discontinued operations
(see note 10).
Summary
On behalf of the Board, we wish to express our sincere gratitude to all
employees for their continued dedication and hard work during this challenging
period. Although this has been an unsettling time for all stakeholders, we
deeply appreciate the efforts of our employees, clients, and partners for
their collaboration in stabilising the business.
As the Company moves towards a sale of the wealth management business, the
Board's primary objective will be to ensure that clients continue to receive
the highest standard of care and, if the proposed acquisition is approved,
that there is an orderly and efficient transfer of operations.
Consolidated statement of comprehensive income
6 months ended 6 months ended 12 months ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
Note (unaudited) (unaudited) (audited)
£'000 £'000 £'000
Net gain on investments 18 74 99
Finance income 5 4 12
Finance expense (7) (2) (12)
Pre-tax profit from continuing operations 16 76 99
Taxation - - -
Post-tax profit from continuing operations 16 76 99
Loss from discontinued operations inc. tax 10 (909) (1,321) (9,327)
Loss and total comprehensive income for the year (893) (1,245) (9,228)
Earnings per share 8
Basic and diluted from continuing operation 0.01p 0.03p 0.04p
Basic and diluted from discontinuing operation (0.39p) (0.57p) (4.01p)
Total (0.38p) (0.53p) (3.97p)
Consolidated statement of financial position
30 Sep 2025 30 Sep 2024 31 Mar 2025
Note (unaudited) (unaudited) (audited)
£'000 £'000 £'000
ASSETS
Non-current assets
Intangible assets - 3,061 -
Goodwill 6 - 3,539 -
Property, plant and equipment - 262 -
Investments 3 - 102 -
Right of use asset - 253 -
- 7,217 -
Current assets
Trade and other receivables 3,520 5,686 3,777
Other investments 3 44 83 84
Cash and cash equivalents 4 2,993 4,593 3,459
Assets held for sale 10 770 - 748
7,327 10,362 8,068
Total assets 7,327 17,579 8,068
LIABILITIES
Current liabilities
Trade and other payables (2,026) (3,528) (1,964)
Lease liability - (83) -
Provision 5 (354) (506) (368)
Liabilities classified as held for sale (222) - (186)
(2,602) (4,117) (2,518)
Non-current liabilities
Lease liability - (144) -
- (144) -
Total liabilities (2,602) (4,261) (2,518)
Total net assets 4,725 13,318 5,550
Capital and reserves
Share capital 7 4,965 4,965 4,965
Share premium 22,817 22,817 22,817
Other reserves 981 981 981
Retained earnings (22,924) (14,331) (22,099)
Treasury shares (1,114) (1,114) (1,114)
Shareholders' funds 4,725 13,318 5,550
Consolidated statement of cash flows
6 months ended 6 months ended 12 months ended
30 Sep 2025 30 Sep 2024 31 Mar 2025
Note (unaudited) (unaudited) (audited)
£'000 £'000 £'000
Operating activities:
Loss for the period: (893) (1,245) (9,228)
(893) (1,245) (9,228)
Adjustments for:
Depreciation, amortisation and impairment 77 652 947
Finance income (15) (8) (12)
Loss on disposal of fixed assets - 111 111
Finance expense 6 6 12
Non-cash adjustment for share option charge 68 226 441
Non-cash adjustment for investment (gains)/losses (18) (74) (99)
Non-cash adjustment for revenue 31 (21) (132)
Non-cash adjustment for right of use assets - - 20
Impairment - - 6,113
Decrease/(increase) in trade and other receivables 257 (588) 1,436
Increase/(decrease) in trade and other payables 49 4 (2,575)
Net cash used in operations (438) (937) (2,966)
Net cash outflows from operating activities (438) (937) (2,966)
Investing activities:
Acquisition of property, plant and equipment (17) - (10)
Interest received 15 8 12
Cash received on disposal of investments and warrants 30 1,549 1,640
Contingent consideration paid - (875) -
Net cash gained from investing activities 28 682 1,642
Finance activities:
Lease liability payments (56) (54) (119)
Net cash used in financing activities (56) (54) (119)
Net decrease in cash and cash equivalents (466) (309) (1,443)
Cash and cash equivalents at beginning of period 3,459 4,902 4,902
Cash and cash equivalents at end of period 2,993 4,593 3,459
Consolidated statement of changes in equity
Share Share Other Retained Treasury Total
capital premium reserves earnings shares equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 April 2024 4,965 22,817 981 (13,312) (1,114) 14,337
Profit and total comprehensive income for the period - - - (1,245) - (1,245)
Employee share option scheme - - - 226 - 226
Balance at 30 September 2024 4,965 22,817 981 (14,331) (1,114) 13,318
Profit and total comprehensive income for the period - - - (7,983) - (7,983)
Employee share option scheme - - - 215 - 215
Balance at 31 March 2025 4,965 22,817 981 (22,099) (1,114) 5,550
Balance at 1 April 2025 4,965 22,817 981 (22,099) (1,114) 5,550
Profit and total comprehensive income for the period - - - (893) - (893)
Employee share option scheme - - - 68 - 68
Balance at 30 September 2025 4,965 22,817 981 (22,924) (1,114) 4,725
Notes to the consolidated statements
1. General information
WH Ireland Group plc is a public company incorporated in the United Kingdom.
The shares of the Company are traded on AIM, a market operated by the London
Stock Exchange Group plc. The address of its registered office is 24 Martin
Lane, London, EC4R 0DR.
Basis of preparation
The condensed financial statements in this interim report for the six months
to 30 September 2025 has been prepared in accordance with IAS 34 Interim
Financial Reporting. This report has been prepared on a going concern basis
and should be read together with the Group's annual consolidated financial
statements as at and prepared to 31 March 2025 in accordance with UK-adopted
International Accounting Standards and in accordance with the requirements of
the Companies Act 2006.
The accounting policies, presentation and methods of computation adopted by
the Group in the preparation of its 2025 interim report are those which the
Group currently expects to adopt in its annual financial statements for the
year ending 31 March 2026 which will be prepared in accordance with UK-adopted
International Accounting Standards and are consistent with those adopted in
the audited annual Report and Accounts for the period ended 31 March 2025.
The financial information in this report does not constitute the Company's
statutory accounts. The statutory accounts for the period ended 31 March 2025
have been delivered to the Registrar of Companies in England and Wales. The
auditor has reported on those accounts. Its report was unqualified and did not
contain a statement under Section 498(2) or 498(3) of the Companies Act 2006.
The audit opinion drew attention to a matters by way of emphasis, this was the
non-going concern basis of preparation due to the planned sale of the WM
division and subsequent wind down of the business. The financial information
for the six months to 30 September 2025 are unaudited (six months to 30
September 2024: unaudited).
Going concern
The condensed financial statements of the Group have been prepared on a going
concern basis. In making this assessment, the Directors have prepared detailed
financial forecasts for the period to 31 December 2026 which consider the
funding and capital position of the Group. Those forecasts make assumptions in
respect of future trading conditions, notably the economic environment and its
impact on the Group's revenues and costs. The forecasts take into account
foreseeable downside risks, based on the information that is available to the
Directors at the time of the approval of these financial statements.
The Directors have undertaken a comprehensive assessment of the Group's
ability to continue as a going concern for at least twelve months from the
date of approval of these financial statements. This assessment considered the
Group's current financial position, cash flow forecasts, and the impact of
recent developments.
Following the post-balance sheet event (refer to note 11) where the
provisional agreement to sell the WM business did not proceed, the Group has
entered into a new arrangement with another buyer to sell the entire business.
If completed, the Group would become a subsidiary of the buyer and benefit
from the support of a wider group. However, the transaction is not yet legally
binding and requires shareholder and regulator approval so may still fail to
complete. Furthermore, even if the sale completes, there is uncertainty
regarding potential changes to the business model, group structure, and future
funding requirements under new ownership.
Should the sale not complete, the Group would need to continue operating
independently, which could require securing additional funding and may expose
the Group to liquidity pressures.
These factors represent material uncertainties that may cast significant doubt
on the Group's ability to continue as a going concern. Nevertheless, based on
current cash flow forecasts and available facilities, the Directors believe
the Group will have sufficient liquidity to meet its obligations for the next
twelve months. Accordingly, the financial statements have been prepared on a
going concern basis.
The Directors remain mindful of the challenging external market environment
and will continue to monitor and manage the Group's capital and liquidity
position closely.
Net (losses)/ gains on investments
Warrants and investments may be received during the course of business and are
designated as fair value through profit or loss. At each reporting date the
warrants and investments are revalued and any gain or loss is recognised in
net (losses)/ gains on investments. On exercise of warrants and sale of
investments the gain or loss is also recognised in net (losses)/ gains on
investments.
Identification and classification of discontinued operations and disposal
group assets and liabilities
During the period, the Group pursued a sale of the WM division. The sale of
the division was deemed to be highly probable on the date the bid was received
from the preferred bidder although this was eventually rejected by
shareholders as detailed above. At the period end the WM division has been
classed as such and assets and liabilities held for sale have been allocated
to the associated disposal group. Once assets and liabilities were added to
the disposal group at this date, no amortisation or depreciation has been
recoded. Post period end, the WM sale did not occur and management pursued an
alternative arrangement to sell the entire business. As this decision was made
post period end, it is not indicative of circumstances that existed at the
period end, an adjustment is therefore not necessary to be made at 30
September 2025 and the WM division remains classified as held for sale at that
date.
As the WM division is a component that has been classified as held for sale
and represents a major line of business, it meets the conditions of IFRS 5 to
be discontinued. The Statement of Comprehensive Income shows the results from
the discontinued operations. The Statement of Financial Position has the
assets and liabilities held for sale. These have been allocated to the
disposal groups as detailed in note 10.
Estimate of contingent consideration
The sale of the CM business in July 2024 was on a contingent consideration
basis to be paid in cash within 30 days of the first anniversary of Completion
and is to be calculated by reference to the retainer and transaction revenue
generated by the CM Division within the 12 months after Completion. This
amount was to be the aggregate of 20% of the Retainer Fees, 30% of the
Transaction Fees, 75% of the Market Making Equity Value and, subject to the
Relevant Retainer Fees being equal to or greater than £2.75m, an amount equal
to the Market Making Cash (£250k). Terms that are capitalised are defined in
the relevant sale and purchase agreement dated 12 July 2024. The anniversary
of completion has passed and the consideration has been paid post year end.
The consideration is confirmed to be £1.1m.This has been recognised fully as
part of the gain on disposal in discontinued operations during the period.
2. Segment information
The Group has previously had two principal operating segments, WM and CM and a
number of central office costs that do not fall into either of these operating
segments. At 30 September 2025 both of these operating segments met the
criteria in IFRS 5 to be classified as discontinued operations (see note 1
& 10). During the period, the CM segment was sold and the WM segment met
the criteria to be a discontinued operation and held for sale at 30 September
2025. This information has been disclosed to enable users of the financial
statements to see the breakdown of the groups result from discontinued
operations by segment.
WM offers investment management advice and services to individuals and
contains our Wealth Planning business, giving advice on and acting as
intermediary for a range of financial products. When operating, CM provided
corporate finance and corporate broking advice and services to companies and
acts as Nominated Adviser (Nomad) to clients traded on the AIM and contained
an Institutional Sales and Research business, which carried out stockbroking
activities on behalf of companies as well as conducting research into markets
of interest to its clients. Both divisions are and were located in the UK.
Each reportable segment has a segment manager who is directly accountable to,
and maintains regular contact with, the Chief Executive Officer. No customer
represents more than ten percent of the Group's revenue (FY24: nil).
6 months ended 30 Sep 2025 Wealth Management Capital Markets Group and consolidation adjustments Group
(unaudited) £'000 £'000 £'000 £'000
Revenue 4,156 (31) - 4,125
Direct costs (3,025) 64 - (2,961)
Contribution 1,131 33 - 1,164
Indirect costs (1,759) - - (1,759)
Underlying (loss) before tax (628) 33 - (595)
Redundancy costs (73) - - (73)
Holiday Leave paid on termination (5) - - (5)
Project Costs (356) - - (356)
Finance Income - - 5 5
Finance expense - - (7) (7)
Gain on fixed assets and business sale - 137 - 137
Gain on investments - - 18 18
Net changes in the value of non-current investment assets - (17) - (17)
(Loss)/profit before tax (1,062) 153 16 (893)
Taxation - - - -
(Loss)/profit for the period (1,062) 153 16 (893)
6 months ended 30 Sep 2024 Wealth Management Capital Markets Group and consolidation adjustments Group
(unaudited) £'000 £'000 £'000 £'000
Revenue 5,344 3,175 - 8,519
Direct costs (4,658) (2,706) - (7,364)
Contribution 686 469 - 1,155
Indirect costs (1,919) (555) - (2,474)
Underlying (loss) before tax (1,233) (86) - (1,319)
Amortisation (428) - - (428)
Redundancy costs (301) (12) - (313)
Holiday Leave paid on termination (7) - - (7)
Project Costs (252) (146) - (398)
Finance income 4 - 4 8
Finance expense (4) - (2) (6)
Gain on fixed assets and business sale 150 1,031 - 1,181
Gain on investments - - 74 74
Net changes in the value of non-current investment assets - (37) - (37)
(Loss)/profit before tax (2,071) 750 76 (1,245)
Taxation - - - -
(Loss)/profit for the period (2,071) 750 76 (1,245)
12 months ended 31 Mar 2025 Wealth Management Capital Markets Group and consolidation adjustments Group
(audited) £'000 £'000 £'000 £'000
Revenue 10,041 3,186 - 13,227
Direct costs (7,912) (2,705) - (10,617)
Contribution 2,129 481 - 2,610
Indirect costs (4,002) (555) - (4,557)
Underlying profit/(loss) before tax (1,873) (74) - (1,947)
Amortisation of acquired client relationships (644) - - (644)
Gains on fixed assets 150 100 - 250
Redundancy costs (332) (12) - (344)
Holiday Leave paid on termination (12) - - (12)
Project Cost (370) (146) - (516)
Onerous contracts 8 4 - 12
Client settlement (9) (2) - (11)
Investment gains - - 99 99
Payaway on investment losses - (2) (2)
Impairment (6,113) - - (6,113)
Loss before tax (9,195) (132) - (9,228)
Taxation - - - -
Loss for the year (9,195) (132) 99 (9,228)
3. Investments
As at As at As at
30 Sep 2025 30 Sep 2024 31 Mar 2025
Investments £'000 £'000 £'000
Fair value: warrants 27 102 30
Total investments 27 102 30
Warrants were received during the ordinary course of the CM business; there is
no cash consideration associated with the acquisition.
The fair value of warrants is estimated using established valuation models.
These investments are included in non-current assets.
As at As at As at
30 Sep 2025 30 Sep 2024 31 Mar 2025
£'000 £'000 £'000
Other investments 44 83 84
Investments are measured at fair value, which is determined directly by
reference to published prices in an active market where available. Trading
investments are included in current assets.
4. Cash, cash equivalents and bank overdrafts
For the purposes of the statement of cash flows, cash and cash equivalents
comprise cash in hand and deposits with banks and financial institutions with
a maturity of up to three months.
Cash and cash equivalents represent the Group's money and money held for
settlement of outstanding transactions.
Money held on behalf of clients is not included in cash and cash equivalents.
Client money at 30 September 2025 was £0.01m (30 September 2024: £0.01m; 31
March 2025: £0.01m).
5. Provisions
Contingent consideration Provision for onerous contracts Other provision £'000
At 30 Sep 2024 - 152 354 506
Charged to Statement of Comprehensive Income - (138) - (138)
Balance at 31 March 2025 - 14 354 368
Charged to Statement of Comprehensive Income - (14) - (14)
Balance at 30 September 2025 - - 354 354
£354k of contingent consideration related to the acquisition of Harpsden has
been retained by the Group and was reclassified to other provisions on account
of potential future claims that may arise.
As part of the sale of the CM division there were existing contracts that run
until December 2024. These services will not be used by the business going
forward so were included in the discontinued operations for CM. These are
onerous contracts as the Group is locked into them and they are not
transferred to the buyer. During the period the remaining £14k has been
released from the provision for onerous contracts in line with invoices
received during the service termination period.
The other provision is for a potential liability in relation to the contingent
consideration. There is uncertainty around the timing of this liability as
well as the amount. This may fall due within one year, as such this liability
is shown as current.
6. Goodwill
Goodwill acquired in a business combination is allocated to a cash generating
unit (CGU) that will benefit from that business combination. In the prior
year, the goodwill was attributed to a single enlarged CGU that encompasses
the WM business as a whole.
The carrying amount of goodwill acquired in the acquisition of Harpsden WM is
set out below:
As at 30 Sep 2025 As at 30 Sep 2024 As at 31 Mar 2025
Group £'000 £'000 £'000
Beginning of period - 3,539 -
Transfer back from asset held for sale - - 3,539
Impairment - - (3,539)
End of period - 3,539 -
Goodwill is assessed annually for impairment and the recoverability was
assessed at 31 March 2025 by comparing the carrying value of the CGU to which
the goodwill is allocated against its recoverable amount. The recoverable
amount is the CGU's fair value less cost to sell following the decision to
sell the WM CGU. The fair value is best measured at the sale price of WM CGU
which is £1m, less expected costs to sell of £0.5m.
The WM CGU recoverable amount was calculated as £0.5m, this is less than the
carrying amount of £6.6m so an impairment has been recognised for £6.1m in
total. The impairment was recognised first against the goodwill writing it
down to £nil. Subsequently, the remaining impairment was apportioned against
the other non-current assets within the CGU in accordance with IAS 36. Post
period end the sale of the WM business did not occur, however as this was not
indicative of circumstances that existed at period end an adjustment is
therefore not necessary to be made at 30 September 2025.
7. Share capital
Number of shares
'000
As at 1 April 2024 and 30 September 2025 235,986
The total number of ordinary shares in issue is 235.99 million (30 September
2024: 235.99 million; 31 March 2025: 235.99 million). The total number of
deferred shares is 65.15 million (31 March 2025: 65.15m, 30 September 2024:
65.15m).
8. Earnings per share
Basic earnings per share (EPS) is calculated by dividing the profit
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period, excluding ordinary shares
purchased by the Company and held as treasury shares.
Diluted EPS is the basic EPS, adjusted for the effect of conversion into fully
paid shares of the weighted average number of all dilutive employee share
options outstanding during the period. In a period when the company presents
positive earnings attributable to ordinary shareholders, anti-dilutive options
represent options issued where the exercise price is greater than the average
market price for the period.
Reconciliation of the earnings and weighted average number of shares used in
the calculations are set out below.
As at 30 Sep 2025 As at 30 Sep 2024 As at 31 Mar 2025
Weighted average number of shares in issue during the period ('000) 232,647 232,647 232,647
Total
Post-tax profit from continuing operations (£'000) 16 76 99
Loss from discontinuing operations incl. tax (£'000) (909) (1,321) (9,327)
Earnings per share - basic and diluted
From continuing operations 0.01p 0.03p 0.04p
From discontinuing operations (0.39p) (0.57p) (4.01p)
Total (0.38p) (0.54p) (3.97p)
9. Dividends
No interim dividend has been paid or proposed in respect of the current financial period (30 September 2024: nil; 31 March 2025: nil).
10. Discontinued operations
The CM division was successfully sold in July 2024 and deferred consideration
of £1.1m has been received post reporting date. The WM division was held for
sale at 31 March 2024, however this was aborted on the 9th April and
reclassified out of held for sale from that date (with depreciation and
amortisation recognised from that date, including a catch up charge for the
period it was previously held for sale). The WM division was subsequently
reclassified as held for sale by 31 January 2025. At this point amortisation
and depreciation ceased again. The assets and liabilities that form the WM
division has been assessed against the estimated fair value less cost of
disposal and written down accordingly. Post period end, the WM sale did not
occur and management pursued an alternative approach from a bidder to acquire
the entire business. As this decision was made post period end, it is not
indicative of circumstances that existed at the period end, an adjustment is
therefore not necessary to be made at 30 September 2025 and the WM division
remains classified as held for sale at that date.
Financial performance information Period ended Period ended Year ended
30 Sep 2025 30 Sep 2024 31Mar 2025
£'000 £'000 £'000
Revenue 4,125 8,519 13,227
Administrative expenses (5,154) (10,984) (22,768)
Expected credit loss - - (37)
Operating loss (1,029) (2465) (9,578)
Net gain / (loss) on investments (17) (37) -
Gain on disposal of discontinued operations 137 1,181 250
Finance income - 4 -
Finance expense - (4) -
Other income - - 1
Profit/(loss) before tax (909) (1,321) (9,327)
Tax income/(charge) - - -
Profit/(loss) from discontinued operations (909) (1,321) (9,327)
Assets and liabilities of disposal group classified as held for sale as at
year ended 31 Mar 2025
WM CM Total
Assets classified as held for sale £'000 £'000 £'000
Intangible assets 621 - 621
Goodwill - - -
Property, plant and equipment 51 - 51
Investments - warrants - 30 30
Right of use asset 46 - 46
Total assets held for sale 718 30 748
WM CM Total
Liabilities directly associated with assets classified as held for sale £'000 £'000 £'000
Lease liability (186) - (186)
Total liabilities held for sale (186) - (186)
11. Events after the reporting date
Potential disposal of the group
After the period-end the proposed sale of the WM division did not proceed.
However, at the period end date and shortly after the Board remained committed
to the disposal and therefore the WM division is classified as a discontinued
operation and the assets and liabilities form part of the disposal group at 30
September 2025. The board continued the process of the disposal and announced
in November 2025 that they had conditionally agreed a sale of the Group by way
of a scheme of arrangement with the value of £12.7 million. This transaction
is pending Court, shareholder and regulatory approval. Consequently, the
entire business will be held for sale and be shown as a discontinued operation
in the 2026 financial year end. The non-current assets and liabilities for the
group are already shown as held for sale for the WM division however the fair
value less costs of disposal may be adjusted back to the extent of the
impairment loss that was previously recognised in the year ended 31 March
2025. This will result in a gain for the subsequent increase in FY26. As this
offer was only received after the period end, it is not indicative of
circumstances that existed at the period end, an adjustment is therefore not
necessary to be made at 30 September 2025 and only the WM division remains
part of the disposal group.
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