("
Half year results for the six months ended
Strong trading, acquisitions integrated, strategic transformation
"
We have also made significant strategic progress, successfully integrating nine acquisitions into two complementary divisions. This transformation marks a pivotal moment for
With a streamlined operating structure, a scalable and agile operating model, and continued investment in high-margin, recurring software and data revenues, we are better positioned than ever to capture the substantial opportunities ahead. We are confident in delivering against our full year expectations and continue to focus on driving better outcomes for our customers, partners, and shareholders.''
|
HY25
|
HY24 |
Change
|
Financial highlights |
|
|
|
Group revenue |
|
|
18.6% |
Organic revenue 1 |
|
|
4.0% |
Saas and subscription revenues |
|
|
21.1% |
Group adjusted EBITDA2 |
|
|
17.0% |
Adjusted EBITDA2 margin |
26.4% |
26.8% |
-40bps |
Adjusted EPS2 |
5.7p |
5.0p |
14.0% |
Cash conversion3 |
124% |
101% |
+230bps |
|
|||
Statutory measures |
|
|
|
Statutory revenue |
|
|
18.6% |
Statutory EBITDA |
|
|
26.5% |
Statutory EPS |
2.3p |
2.0p |
14.1% |
Cash position |
|
|
13.9% |
Net debt |
|
|
|
Interim dividend per share |
1.3p |
1.2p |
8.3% |
Financial highlights - Strong H1 performance with positive trading momentum
· Group revenue increased 18.6% (4% organic), driven by our successful acquisition strategy and new proposition launches
· Adjusted EBITDA margin maintained during a period of continued organic and inorganic investment, underpinned by continued strong cash conversion
· Very flexible balance sheet with
· The acquisition of
· 8.3% growth in dividend of 1.3p (HY24: 1.2p) announced, reflecting the continued growth of the business and confident outlook
· Software & Data Division delivered a 17% increase in revenue to
· Services Division revenue increased by 20% to
Strategic and Operational highlights - Restructure positions
· Acquisitions successfully integrated
· Successful implementation of a new simplified operating structure, accelerating the Group's transition to a software, data, and recurring revenue model
Simplified operating model from three divisions to two: Software & Data and Services
New divisional leadership structure:
· New structure better reflects
· Completion of the acquisition of RSMR, enhancing
· Improved funding facility, with a new
Outlook - better positioned to capture substantial opportunities ahead
· Performance since the period end has been consistent with the first six months and in line with the Board's expectations
· Our newly simplified structure, market-leading propositions, and disciplined investment strategy provide a robust platform for long-term value creation
· We remain confident in our ability to drive further growth as we transition to a software- and data-model powered by recurring revenues
CHIEF EXECUTIVE'S STATEMENT
Overview
In addition to this financial momentum, we have made significant strategic progress in reshaping the business. Having integrated our acquisitions, we have successfully transitioned from three operating divisions to two (Software & Data and Services), simplifying our structure, sharpening our strategic priorities and accelerating our evolution towards a software and data-led model built on recurring revenues.
Structuring our business in these two new divisions enables us to deliver more targeted solutions for our customers, focus on the unique growth drivers in each area, and provide greater transparency on the different routes to long-term value creation for our shareholders. The reorganisation will also deliver efficiencies by simplifying operations and right sizing the cost base to align with a more integrated and scalable model, supporting margin improvement over time.
Supported by key leadership appointments, our refined structure enhances our operational focus and agility. We are now better positioned than ever to scale efficiently and capture the significant opportunities available across our markets, reinforcing our confidence in the Group's long-term growth trajectory.
One Fintel, two divisions
The intention of this simplified model is to strengthen our platform by:
· Creating a stronger foundation for integration, innovation, and cross-selling
· Concentrating our resources on our most attractive markets and propositions; and
· Providing the operational focus and agility required to scale efficiently.
Software & Data - Market-leading software & technology, product research and ratings
This division brings together our market-leading technology platforms, proprietary data, and trusted research and ratings. Key propositions include
This division is focused on enhancing research and ratings, developing decision enhancing tools like Matrix360 (our single source platform for product intelligence) for key financial sectors, and building the most connected software platform in
During the period Software & Data revenue increased by 17% to
Services - Integrated regulatory and business support, distribution and surveying solutions
This division encompasses our regulatory and business support services serving over 15,000 advisers, wealth managers, and mortgage and protection specialists through a comprehensive membership model. It also provides data-driven distribution solutions helping hundreds of financial institutions to optimise their product distribution strategies and essential surveying and support services to the
This division is focused on deepening relationships, increasing products per customer, and driving distribution revenue growth through our strong network of partnerships with financial institutions.
Services revenue increased by 20% to
Operational focus and efficiency
The new divisions will be led by experienced executives, providing clear accountability and focus.
While each division will have distinct objectives and leadership, they will remain part of a single, integrated platform, ensuring that our customers benefit from the full breadth of our capabilities.
Divisional reporting
The Group is now reporting its financial results under this new structure for the first time in these half year results to
Strategic priorities
The following core priorities underpin our strategy Group-wide:
Focus on innovation
We are channelling investment into the high-impact, scalable platforms at the heart of our future growth. Our innovation agenda prioritises Fintel IQ, our technology and workflow solutions business for larger intermediary firms, and Matrix 360, our single source platform for product intelligence within the retail financial services sector. We are also targeting further software developments including digital compliance and protection solutions, and our research and ratings capabilities - ensuring we continue to lead with data-rich, customer-first technology solutions. This disciplined focus on innovation is expected to accelerate organic growth, enhance engagement with customers, and strengthen the foundations for long-term value creation.
Target high-growth organic markets
We are focused on the most dynamic segments of the
In the wake of Consumer Duty, firms are reassessing their target operating models and seeking ways to deliver compliant, value-added services more effectively. This is where our proposition creates powerful synergies, enabling improved operational efficiency and helping firms enhance profitability.
By concentrating on these high-growth areas, we are not only maximising the organic potential of our platform but also strengthening our long-term competitive position in the market.
Pursue disciplined, value-accretive acquisitions
While organic growth remains our priority, we continue to see opportunities to consolidate the fragmented
Empowering our leadership
We have established dedicated leadership teams for each division, with clear accountability and strategic mandates. This ensures responsiveness, agility, and ownership of performance, supported by the governance and shared resources of the Group.
Outlook
With both divisions well-positioned to take advantage of the rising demand for technology, data, and regulatory support, and backed by a cash-generative model, we are confident in our ability to drive further growth as a software and data business, powered by recurring revenues.
Chief Executive Officer
Notes
1 Organic revenue refers to revenues from existing operations, excluding revenue from businesses acquired after
2 Adjusted EBITDA and adjusted EPS are alternative performance measures for which a reconciliation to a GAAP measure is provided in note 8 and note 10.
3 Underlying operating cash flow conversion is calculated as underlying cash flow from operations (adjusted operating profit, adjusted for changes in working capital, depreciation, amortisation, CAPEX and share-based payments) as a percentage of adjusted operating profit.
Analyst presentation
An analyst briefing is being held at
For further information please contact:
|
via |
Zeus (Nominated Adviser and Joint Broker) |
+44 (0) 20 3829 5000 |
Investec Bank (Joint Broker) |
+44 (0) 20 7597 5970 |
MHP Group (Financial PR)
|
+44 (0) 7710 117 517 |
Notes to Editors For more information about
|
FINANCIAL REVIEW
For the six months ended
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Group revenue |
42.4 |
35.7 |
Expenses |
(31.2) |
(26.1) |
Adjusted EBITDA |
11.2 |
9.6 |
Adjusted EBITDA margin % |
26.4% |
26.8% |
Depreciation |
(0.2) |
(0.3) |
Depreciation of lease asset |
(0.3) |
(0.2) |
Amortisation of development expenditure and software |
(1.1) |
(0.7) |
Adjusted EBIT |
9.6 |
8.4 |
Operating costs of an exceptional nature |
(2.2) |
(2.0) |
Share option charges |
(0.4) |
(0.8) |
Amortisation of other intangible assets |
(1.9) |
(1.6) |
Net finance costs |
(1.3) |
(0.6) |
Profit before tax |
3.8 |
3.4 |
Taxation |
(1.3) |
(1.1) |
Profit after tax |
2.5 |
2.3 |
Adjusted earnings per share** ("EPS") |
5.7 |
5.0 |
** Adjusted EPS excludes operating exceptional costs and amortisation of intangible assets arising on acquisition, divided by the average number of Ordinary Shares in issue for the period.
New divisional structure
As part of our strategic transformation, the Group has successfully simplified its operating structure to transition from three divisions - Intermediary, Distribution, and Fintech & Research - to a streamlined model comprising two core divisions - Software & Data, and Services.
This transformation follows the investment in 11 businesses over the past two financial years, spanning service-led, data-driven, and software-based offerings in line with our strategy to build IP, capability and scale in our core markets. The reorganisation aligns complementary capabilities, teams and customer propositions, driving operational and cost efficiency, and strategic focus.
Effective
The Group is now reporting its financial results under this new structure for the first time in its
Revenue
Group revenue grew 19% to
As announced to the market in July, the Board has decided not to proceed with the sale of
Profitability
Adjusted EBITDA remained strong at
Adjusted EBITDA margin is calculated as adjusted EBITDA (as defined in note 8), divided by revenue. Whilst adjusted EBITDA is not a statutory measure, the Board believes it is a highly useful measure of the underlying trade and operations, excluding one-off and non-cash items.
Divisional performance
Software & Data Divisional Overview
The Software and Data division provides market-leading intermediary software, financial product and market data and trusted research and ratings to thousands of financial intermediaries, and hundreds of product providers and price comparison websites. Key propositions include
It focuses on expanding research and ratings capabilities, developing decisioning tools like Matrix 360 for the GI, banking, and asset management sectors, and building the most connected software platform in
Software and Data - Financial Performance
Software and Data revenue increased by 17% to
·
·
·
Since
Software and Data Division |
Period ended |
Period ended |
Period ended |
|
|
|
|
|
|
Revenue breakdown |
£m |
£m |
£m |
|
|
|
|
|
|
Software |
11.3 |
10.6 |
7.1 |
|
Financial Planning |
4.6 |
4.5 |
4.3 |
|
Matrix |
1.6 |
1.6 |
1.5 |
|
VouchedFor |
1.8 |
1.5 |
- |
|
Other |
3.3 |
3.0 |
1.3 |
|
|
|
|||
Data |
5.2 |
4.4 |
3.6 |
|
Investment and wealth data |
2.7 |
1.9 |
1.4 |
|
Banking and insurance data |
2.5 |
2.5 |
2.2 |
|
|
|
|
|
|
|
|
|
|
|
Marketing and Consultancy |
1.9 |
0.8 |
0.3 |
|
|
|
|
|
|
|
18.4 |
15.8 |
11.0 |
|
Of which recurring (%) |
67%2 |
73% |
73% |
|
1 As this is our first reporting period under the new divisional structure, we have included prior year comparatives. For reference only, we also present pro forma figures for 2023 to aid year-on-year comparison.
2 Recurring revenue % in 2025 is impacted by the acquisition of RSMR in H1.
The Software and Data division delivered adjusted EBITDA of
Services Division Overview
The Services division provides compliance and business support to FCA-regulated financial intermediaries including financial advisers, mortgage advisers and wealth managers, through a comprehensive membership model. It also provides distribution solutions to hundreds of financial product providers.
It focuses on strengthening customer relationships by increasing product adoption, enhancing loyalty, and growing distribution revenues via strong partnerships with key product providers. The division continues to invest in and expand its mortgage and protection propositions, while refining its value proposition for larger intermediary and wealth management firms.
Services - Financial Performance
Services revenue increased by 20% to
·
·
·
Since
Services Division |
Period ended |
Period ended |
Period ended |
|
|
|
|
|
|
Revenue breakdown |
£m |
£m |
£m |
|
|
|
|
|
|
Membership and Compliance |
11.0 |
8.0 |
9.8 |
|
Simplybiz Membership |
4.4 |
4.9 |
5.1 |
|
Threesixty Membership |
2.8 |
- |
- |
|
Compliance |
2.8 |
2.2 |
2.1 |
|
Software Reseller Arrangements |
1.0 |
0.9 |
2.6 |
|
|
|
|||
Distribution |
8.1 |
7.4 |
6.7 |
|
Marketing & Events |
3.9 |
3.6 |
2.6 |
|
Protection & Insurance |
2.2 |
1.9 |
2.1 |
|
Mortgages |
2.0 |
1.9 |
2.0 |
|
|
|
|
|
|
Surveying |
4.9 |
4.5 |
4.2 |
|
|
|
|
|
|
Total Services Revenue |
24.0 |
19.9 |
20.7 |
|
Of which recurring revenue (%) |
50% |
48% |
54%2 |
|
1 As this is our first reporting period under the new divisional structure, we have included prior year comparatives. For reference only, we also present pro forma figures for 2023 to aid year-on-year comparison.
2 The recurring revenue percentage reported for 2023 includes gross revenues from a software reseller business, which transitioned to a net revenue accounting treatment from 2024 onwards.
The Services segment delivered adjusted EBITDA of
The Group has demonstrated strong momentum in the first half of 2025, with both divisions contributing positively to growth and profitability. Strategic acquisitions and continued investment are supporting long-term scalability, while operational efficiencies and margin enhancement initiatives position the business well for sustained value creation.
Non-underlying adjustments
These are items which are non-recurring and are adjusted on the basis of either their size or their nature. As these items are one-off or non-operational in nature, management considers that their exclusion aids
understanding of the Group's underlying business performance.
Operating costs of an exceptional nature of
· M&A transaction costs
· Restructure costs
· Share settlement costs £nil (HY24:
· Transformation costs of £nil (HY24:
· Fair value gain on investment (
Amortisation of other intangible assets relates to intangibles acquired on acquisition which are disclosed separately as they are considered non-operational in nature. The amortisation Is not reflective of the ongoing trading performance of the business, but rather a consequence of acquisition accounting under IFRS 3. The revenue and costs from these businesses are included in underlying trading results.
No other costs have been treated as exceptional in the period to
Share-based payments
Share-based payment charges of
Financial income and expense
Finance costs of
Finance income of
Taxation
The tax charge for the period has been accrued using the tax rate that is expected to apply to the full financial year.
The underlying tax charge of
Earnings per share
Earnings per share has been calculated based on the weighted average number of shares in issue at each balance sheet date. Adjusted earnings per share in the period amounted to
Financing
In 2025,
Cash flow and closing cash position
At
Underlying operating cash flow conversion remained strong at 124% (HY24: 101%), driven by positive trading performance in acquired businesses and continued growth in core operations. Underlying cash flow from operations is calculated as adjusted operating profit, adjusted for changes in working capital, depreciation, amortisation, CAPEX and share-based payments. A reconciliation of free cash flow and underlying cash flow conversion is provided in note 8 to the financial statements.
The Company's significant capitalised development expenditure, M&A and transformation costs impact the Company's cash generation during this current investment phase.
Acquisitions
On
The acquisition was successfully completed on
During the period ended |
|
£m |
Cash consideration |
|
6.4 |
Less: net cash acquired |
|
(1.7) |
Net investing cash outflow in respect of acquisitions completed in the period |
|
4.7 |
Transaction costs and expenses paid |
|
0.1 |
Total cash outflow in respect of acquisitions completed in the period |
|
4.8 |
Capital allocation
The Group's approach is to balance organic growth, allocating capital to high return internal opportunities, with targeted M&A, pursuing value accretive and ready to integrate acquisitions that enhance divisional strategy. We also maintain optionality for strategic initiatives and future capital returns via balance sheet flexibility.
The Group manages its capital structure through regular review by the Board ensuring alignment with the Group's objectives and responsiveness to changing market conditions. If the Group needs to adjust its policy, we retain an agile approach in order to meet the ever-changing needs of our business and market.
Dividend
Recognising the underlying financial strength of the business, the Board has announced an interim dividend of 1.3p (HY24: 1.2p). It is the Board's intention that this will be paid on or around
Accounting policies
The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Group's consolidated financial statements in the 2024 Annual Report & Accounts.
Going concern
The Directors have undertaken a comprehensive assessment to consider the Company's ability to trade as a going concern for a period of 18 months to March 2027.
The Directors have robustly tested the going concern assumption in preparing these financial statements, taking into account a number of severe but plausible downside scenarios, which would collectively be considered remote. The Group continues to enjoy robust cash generation and benefits from a strong liquidity position at 30 June 2025. The Directors remain satisfied that the going concern basis of preparation in the financial statements is appropriate.
On the basis of the Company's current and forecast profitability and cash flows, and the availability of committed funding, the Directors consider and have concluded that the Company will have adequate resources to continue in operational existence for at least the next 18 months. As a result, they continue to adopt a going concern basis in the preparation of the financial statements.
Chief Financial Officer
Consolidated statement of profit or loss and other comprehensive income
for the six months 30 June 2025
|
|
|
2025 |
2025 |
|
2024 |
2024 |
|
|
2025 |
Underlying |
Period ended |
2024 |
Underlying |
Period ended |
|
|
Underlying |
Adjustments* |
30 June |
Underlying |
adjustments |
30 June |
|
Note |
£m |
£m |
£m |
£m |
£m |
£m |
Revenue |
6 |
42.4 |
- |
42.4 |
35.7 |
- |
35.7 |
Operating expenses |
7-8 |
(33.2) |
(2.2) |
(35.4) |
(28.1) |
(2.0) |
(30.1) |
Amortisation of other intangible assets |
13 |
- |
(1.9) |
(1.9) |
- |
(1.6) |
(1.6) |
Group operating profit |
|
9.2 |
(4.1) |
5.1 |
7.6 |
(3.6) |
4.0 |
Finance expense |
9 |
(1.2) |
(0.1) |
(1.3) |
(0.6) |
- |
(0.6) |
Profit before taxation |
|
8.0 |
(4.2) |
3.8 |
7.0 |
(3.6) |
3.4 |
Taxation |
|
(2.0) |
0.7 |
(1.3) |
(1.7) |
0.6 |
(1.1) |
Profit for the financial period |
|
6.0 |
(3.5) |
2.5 |
5.3 |
(3.0) |
2.3 |
Profit attributable to shareholders: |
|
|
|
|
|
|
|
Owners of the Company |
|
|
|
2.4 |
|
|
2.1 |
Non-controlling interests |
|
|
|
0.1 |
|
|
0.2 |
|
|
|
|
2.5 |
|
|
2.3 |
Earnings per share - adjusted (pence) |
10 |
|
|
5.7p |
|
|
5.0p |
Earnings per share - basic (pence) |
10 |
|
|
2.3p |
|
|
2.0p |
Earnings per share - diluted (pence) |
10 |
|
|
2.3p |
|
|
2.0p |
There are no items to be included in other comprehensive income in the current or preceding period.
Consolidated statement of financial position
as at 30 June 2025
|
|
Unaudited 30 June 2025 |
Unaudited 30 June 2024 |
Audited 31 December 2024 |
||||||
|
Note |
£m |
£m |
£m |
£m |
£m |
£m |
|||
Non-current assets |
|
|
|
|
|
|
|
|||
Fixed asset investments |
11 |
3.2 |
|
2.5 |
|
2.7 |
|
|||
Property, plant and equipment |
12 |
1.1 |
|
1.1 |
|
1.2 |
|
|||
Lease assets |
12 |
2.2 |
|
2.1 |
|
2.2 |
|
|||
Intangible assets and goodwill |
13 |
147.0 |
|
124.1 |
|
139.0 |
|
|||
Trade and other receivables |
|
3.8 |
|
0.6 |
|
2.2 |
|
|||
Total non-current assets |
|
|
157.3 |
|
130.4 |
|
147.3 |
|||
Current assets |
|
|
|
|
|
|
|
|||
Trade and other receivables |
|
14.8 |
|
13.2 |
|
13.2 |
|
|||
Current tax asset |
|
1.6 |
|
0.1 |
|
2.3 |
|
|||
Cash and cash equivalents |
|
8.4 |
|
7.4 |
|
6.3 |
|
|||
Total current assets |
|
|
24.8 |
|
20.7 |
|
21.8 |
|||
Total assets |
|
|
182.1 |
|
151.1 |
|
169.1 |
|||
Equity and liabilities |
|
|
|
|
|
|
|
|||
Equity |
|
|
|
|
|
|
|
|||
Share capital |
15 |
1.0 |
|
1.0 |
|
1.0 |
|
|||
Share premium account |
15 |
67.4 |
|
67.1 |
|
67.4 |
|
|||
Other reserves |
17 |
(52.4) |
|
(52.6) |
|
(52.7) |
|
|||
Retained earnings |
|
85.9 |
|
83.2 |
|
86.0 |
|
|||
Equity attributable to the owners of the Company |
|
|
101.9 |
|
98.7 |
|
101.7 |
|||
Non-controlling interest |
|
|
0.4 |
|
0.2 |
|
0.3 |
|||
Total equity |
|
|
102.3 |
|
98.9 |
|
102.0 |
|||
Liabilities |
|
|
|
|
|
|
|
|||
Current liabilities |
|
|
|
|
|
|
|
|||
Trade and other payables |
|
25.3 |
|
21.7 |
|
21.1 |
|
|||
Lease liabilities |
14 |
0.5 |
|
0.4 |
|
0.5 |
|
|||
Contingent consideration |
|
2.9 |
|
5.4 |
|
6.0 |
|
|||
Current tax liabilities |
|
- |
|
- |
|
- |
|
|||
Total current liabilities |
|
|
28.7 |
|
27.5 |
|
27.6 |
|||
Non-current liabilities |
|
|
|
|
|
|
|
|||
Loans and borrowings |
|
38.5 |
|
15.8 |
|
30.0 |
|
|||
Lease liabilities |
14 |
1.5 |
|
1.3 |
|
1.4 |
|
|||
Deferred tax liabilities |
|
7.9 |
|
5.6 |
|
7.4 |
|
|||
Deferred consideration |
|
- |
|
1.0 |
|
- |
|
|||
Contingent consideration |
|
3.2 |
|
1.0 |
|
0.7 |
|
|||
Total non-current liabilities |
|
|
51.1 |
|
24.7 |
|
39.5 |
|||
Total liabilities |
|
|
79.8 |
|
52.2 |
|
67.1 |
|||
Total equity and liabilities |
|
|
182.1 |
|
151.1 |
|
169.1 |
|||
Consolidated statement of changes in equity
for the six months ended 30 June 2025
|
Share |
Share |
Other |
Non- controlling |
Retained |
Total |
|
capital |
premium |
reserves |
interest |
earnings |
equity |
|
£m |
£m |
£m |
£m |
£m |
£m |
Balance at 30 June 2024 |
1.0 |
67.1 |
(52.6) |
0.2 |
83.2 |
98.9 |
Total comprehensive income for the period |
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
0.2 |
3.8 |
4.0 |
Total comprehensive income for the period |
- |
- |
- |
0.2 |
3.8 |
4.0 |
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
Issue of shares |
- |
0.3 |
- |
- |
- |
0.3 |
Dividends |
- |
- |
- |
(0.1) |
(1.3) |
(1.4) |
Share option charge |
- |
- |
0.3 |
- |
- |
0.3 |
Release of share option reserve on exercise |
- |
- |
(0.4) |
- |
4.9 |
4.5 |
Value builder exercised |
- |
- |
- |
- |
(4.6) |
(4.6) |
Total contributions by and distributions to owners |
- |
0.3 |
(0.1) |
(0.1) |
(1.0) |
(0.9) |
Balance at 31 December 2024 |
1.0 |
67.4 |
(52.7) |
0.3 |
86.0 |
102.0 |
Balance at 1 January 2025 |
1.0 |
67.4 |
(52.7) |
0.3 |
86.0 |
102.0 |
Total comprehensive income for the period |
|
|
|
|
|
|
Profit for the period |
- |
- |
- |
0.1 |
2.4 |
2.5 |
Total comprehensive income for the period |
- |
- |
- |
0.1 |
2.4 |
2.5 |
Transactions with owners, recorded directly in equity |
|
|
|
|
|
|
Share of net assets on acquisition |
- |
- |
- |
- |
- |
- |
Dividends |
- |
- |
- |
- |
(2.6) |
(2.6) |
Share option charge |
- |
- |
0.4 |
- |
- |
0.4 |
Release of share option reserve on exercise |
- |
- |
(0.1) |
- |
0.1 |
- |
Total contributions by and distributions to owners |
- |
- |
0.3 |
- |
(2.5) |
(2.2) |
Balance at 30 June 2025 |
1.0 |
67.4 |
(52.4) |
0.4 |
85.9 |
102.3 |
Consolidated statement of cash flows
for the period to 30 June 2025
|
|
Period ended |
Period ended |
|
|
30 June |
30 June |
|
|
2025 |
2024 |
|
Note |
£m |
£m |
Net cash generated from operating activities |
18 |
11.3 |
7.6 |
Cash flows from investing activities |
|
|
|
Equity investments |
|
- |
(1.1) |
Purchase of property, plant and equipment |
|
(0.1) |
(0.2) |
Development expenditure |
|
(2.1) |
(2.0) |
Cost of acquisitions - net of cash received |
|
(4.8) |
(4.7) |
M&A transaction costs |
|
- |
(0.8) |
Deferred consideration |
|
(5.0) |
- |
Loan to equity interest |
|
(1.6) |
(0.6) |
Finance income |
|
0.1 |
0.1 |
Net cash flows (used in)/from investing activities |
|
(13.5) |
(9.3) |
Cash flows from financing activities |
|
|
|
Finance costs |
|
(1.3) |
(0.6) |
Drawdown of loans |
|
8.5 |
5.0 |
Payment of lease liability |
|
(0.3) |
(0.2) |
Cash settled Value Builder scheme |
|
- |
(5.2) |
Issue of share capital |
|
- |
0.1 |
Dividends paid |
|
(2.6) |
(2.7) |
Net cash flows used in financing activities |
|
4.3 |
(3.6) |
Net increase/(decrease) in cash and cash equivalents |
|
2.1 |
(5.3) |
Cash and cash equivalents at start of period |
|
6.3 |
12.7 |
Cash and cash equivalents at end of period |
|
8.4 |
7.4 |
Operating costs of an exceptional nature, as per note 7, are included in net cash generated from operating activities.
Within net cash flows from investing activities, fixed asset investments include the acquisition the acquisition of RSMR and payment of contingent and deferred consideration on previous acquisitions.
NOTES TO THE INTERIM FINANCIAL INFORMATION
1 Reporting entity
2 General information and basis of preparation
These interim financial statements have been prepared in accordance with IAS 34 Interim financial reporting and should be read in conjunction with the Company's last annual consolidated financial statements as at and for the year ended 31 December 2024 ("last annual financial statements"). They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the Company's financial position and performance since the last annual financial statements.
The financial information set out in these interim financial statements for the six months ended 30 June 2025 and the comparative figures for the six months ended 30 June 2024 are unaudited. The comparative financial information for the period ended 31 December 2024 in this interim report does not constitute statutory accounts for that period under 435 of the Companies Act 2006.
Statutory accounts for the period ending 31 December 2024 have been delivered to the Registrar of Companies. The auditors' report on the accounts for 31 December 2024 was unqualified, did not draw attention to any matters by way of emphasis, and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.
The interim financial statements comprise the financial statements of the Company and its subsidiaries at 30 June 2025. Subsidiaries are consolidated from the date of acquisition, being the date on which the Company obtained control, and continue to be consolidated until the date when such control ceases.
The interim financial statements incorporate the results of business combinations using the acquisition method. In the consolidated balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date.
These interim financial statements were authorised for issue by the Company's Board of Directors on 15 September 2025.
3 Critical accounting estimates and judgements
The preparation of these interim financial statements involves the use of judgements, estimates, and assumptions by management that affect the reported amounts of assets and liabilities. These are consistent with those disclosed in the 2024 annual report and accounts, and the following additional judgements and sources of estimation uncertainty have been identified as having a significant risk of resulting in material adjustments as at 30 June 2025:
CGU Identification and Goodwill Reallocation
Management has exercised judgement in determining the Group's cash-generating units (CGUs), based on the level at which goodwill is monitored by the Board following the segment restructure and the assessment of independent cash inflows across the Group. Following a reorganisation of CGUs, goodwill has been reallocated using a relative fair value approach, based on prospective financial information. This information comprises Board-approved budgets and forecasts covering the next 5 years. The forecasting process inherently involves estimation uncertainty, particularly in relation to future performance and market conditions.
Value in Use Calculations
The major source of estimation uncertainty relates to the estimation of future cash flows used in the value in use calculations for each CGU. These calculations are sensitive to assumptions regarding revenue growth, margins, discount rates, and long-term growth rates, all of which are subject to change based on market dynamics and internal performance.
Plannr Financial Asset Valuation
The Plannr asset is accounted for as a financial asset under IFRS 9 and measured at fair value through profit or loss. The fair value at the reporting date was determined using a discounted cash flow model. Key assumptions include prospective cash flows, discount rate, and long-term growth rate. These assumptions are derived from management forecasts and long-term growth expectations, which reference
RSMR Acquisition - Put and Call Option
As part of the RSMR acquisition, management has exercised judgement in accounting for the put option held by the non-controlling interest. The option is considered part of the purchase agreement and has been accounted for as contingent consideration, consistent with the Group's decision to recognise 100% of the acquisition at the outset. The related call option has been assessed to have no material value at the reporting date.
4 Changes in significant accounting policies
The accounting policies applied in these condensed consolidated interim financial statements are the same as those applied in the Company's consolidated financial statements in the 2024 Annual Report & Accounts.
5 Going concern
The Board has concluded that it is appropriate to adopt the going concern basis, having undertaken a rigorous review of financial forecasts and available resources.
The Directors have robustly tested the going concern assumption in preparing these financial statements, taking into account the Group's strong liquidity position at 30 June 2025 and a number of severe but plausible downside scenarios have been modelled, which collectively would be considered remote, and remain satisfied that the going concern basis of preparation is appropriate.
6 Segmental information
During the period, the Company was domiciled in the
During the period ended 30 June 2025, the Group undertook a strategic reorganisation following the investment in 11 businesses over the last two financial years. This reorganisation aligned complementary capabilities and introduced a revised segmental and managerial structure effective 2 June 2025.
As a result of the restructure, the composition of the Group's CGUs was reassessed to reflect the new operating model. Changes to the Group's cash generating units has resulted in the need to reallocate goodwill, applying requirements of IAS 36.87.
In 2024 the Group reported three operating segments. Internal reporting structures have been changed to reflect this reorganisation, and as a result the Group now has two operating segments from 2 June 2025, which are considered to be reportable segments under IFRS. The two reportable segments are:
• Software & Data; and
• Services
The Services division provides compliance and business support to FCA-regulated financial intermediaries including financial advisers, mortgage advisers and wealth managers, through a comprehensive membership model. It also provides distribution solutions to hundreds of financial product providers who support our financial intermediaries with compelling customer propositions.
The Software and Data division provides market-leading intermediary software, financial product and market data and trusted research and ratings to thousands of financial intermediaries, and hundreds of product providers and price comparison websites. Key propositions include
The reportable segments are derived on a product type basis. Management has applied its judgement on the application of IFRS 8, with operating segments reported in a manner consistent with the internal reporting produced to the Chief Operating Decision Maker ("CODM").
For the purpose of making decisions about resource allocation and performance assessment, it is the operating results of the two core divisions listed above that are monitored by management and the Group's CODM, being the
The Group is now reporting its financial results under this new structure for the first time in its 30 June 2025 financial results, providing enhanced transparency and alignment with our long-term Group strategic objectives. Comparatives have been restated under the revised structure in accordance with IFRS 8.29.
The reallocation of goodwill and reorganisation impairment testing is discussed separately in Note 13.
In addition to the change in reportable segments arising from the reorganisation, the change in internal reporting has resulted in a change to the profit measure being presented for segmental reporting. Under the previous reporting structure, the group reported gross profit in its segmental analysis. Under the new structure the segment profit measure is EBITDA.
|
Software & |
Services |
Group |
Total |
|
Data |
Division |
Functions |
Group |
Period ended 30 June 2025 |
£m |
£m |
£m |
£m |
Revenue |
18.4 |
24.0 |
- |
42.4 |
Operating costs |
(11.5) |
(17.5) |
- |
(29.0) |
Segment EBITDA |
6.9 |
6.5 |
- |
13.4 |
Group central costs |
|
|
(2.2) |
(2.2) |
Group Adjusted EBITDA |
|
|
|
11.2 |
Operating costs of an exceptional nature |
|
|
|
(2.2) |
Amortisation of other intangible assets |
|
|
|
(1.9) |
Amortisation of development costs and software |
|
|
|
(1.1) |
Depreciation |
|
|
|
(0.2) |
Depreciation of leased assets |
|
|
|
(0.3) |
Share option charge |
|
|
|
(0.4) |
Operating profit |
|
|
|
5.1 |
Net finance costs |
|
|
|
(1.3) |
Profit before tax |
|
|
|
3.8 |
|
Software & |
Services |
Group |
Total |
|
Data |
Division |
Functions |
Group |
Period ended 30 June 2024 |
£m |
£m |
£m |
£m |
Revenue |
15.8 |
19.9 |
- |
35.7 |
Direct operating costs |
(9.8) |
(13.9) |
- |
(23.7) |
Segment EBITDA |
6.0 |
6.0 |
- |
12.0 |
Administrative and support costs |
|
|
(2.4) |
(2.4) |
Adjusted EBITDA |
|
|
|
9.6 |
Operating costs of an exceptional nature |
|
|
|
(2.0) |
Amortisation of other intangible assets |
|
|
|
(1.6) |
Amortisation of development costs and software |
|
|
|
(0.7) |
Depreciation |
|
|
|
(0.3) |
Depreciation of leased assets |
|
|
|
(0.2) |
Share option charge |
|
|
|
(0.8) |
Operating profit |
|
|
|
4.0 |
Net finance costs |
|
|
|
(0.6) |
Profit before tax |
|
|
|
3.4 |
|
Software & |
Services |
Group |
Total |
|
Data |
Division |
Functions |
Group |
Period ended 30 June 2023 1 |
£m |
£m |
£m |
£m |
Revenue |
11.0 |
20.7 |
- |
31.7 |
Direct operating costs |
(5.7) |
(15.0) |
- |
(20.7) |
Segment EBITDA |
5.3 |
5.7 |
- |
11.0 |
Administrative and support costs |
|
|
(2.0) |
(2.0) |
Adjusted EBITDA |
|
|
|
9.0 |
Operating costs of an exceptional nature |
|
|
|
(1.5) |
Amortisation of other intangible assets |
|
|
|
(1.0) |
Amortisation of development costs and software |
|
|
|
(0.6) |
Depreciation |
|
|
|
(0.2) |
Depreciation of leased assets |
|
|
|
(0.2) |
Share option charge |
|
|
|
(0.8) |
Operating profit |
|
|
|
4.7 |
Net finance costs |
|
|
|
(0.2) |
Profit before tax |
|
|
|
4.5 |
1 As this is our first reporting period under the new divisional structure, we have included prior year comparatives. For reference only, we also present pro forma figures for 2023 to aid year-on-year comparison.
In determining the trading performance of the operating segments central group costs have been presented separately in the current and prior.
The statement of financial position is not analysed between the reporting segments by management and the CODM considers the Group statement of financial position as a whole.
No customer has generated more than 10% of total revenue during the period covered by the financial information.
7 Operating profit
Operating profit for the period has been arrived at after charging:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Depreciation of tangible assets - owned |
0.2 |
0.3 |
Depreciation of lease assets |
0.3 |
0.2 |
Underlying adjustments
Underlying adjustments include amortisation of other intangible assets and operating and finance costs of an exceptional nature.
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Exceptional costs - operating |
|
|
M&A costs |
2.0 |
1.1 |
Organisation restructure |
0.7 |
- |
Fair value gain on investment |
(0.5) |
|
Transformation |
- |
0.3 |
Value Builder related costs |
- |
0.6 |
Other underlying adjustments Amortisation of other intangible assets |
1.9 |
1.6 |
Interest unwind on contingent and deferred consideration |
- |
0.2 |
Profit on sale of equity investments |
- |
(0.2) |
|
|
|
Underlying adjustments - before tax |
4.1 |
3.6 |
These are items which are non-recurring and are adjusted on the basis of either their size or their nature. As these items are one-off or non-operational in nature, management considers that their exclusion aids
understanding of the Group's underlying business performance.
M&A costs consists of professional advisory fees on completed and pipeline acquisitions and fair value adjustments relating to contingent consideration.
Organisation restructure relates to segment reorganisation costs and consists of consultancy costs and restructuring costs.
The fair value gain on investment pertains to holdings without significant influence, which have been measured at fair value as of 30 June.
Amortisation of other intangible assets relates to intangibles acquired on acquisition which are disclosed separately as they are considered non-operational in nature. The amortisation Is not reflective of the ongoing trading performance of the business, but rather a consequence of acquisition accounting under IFRS 3. The revenue and costs from these businesses are included in underlying trading results.
No other costs have been treated as exceptional in the period to 30 June 2025.
8 Reconciliation of GAAP to non-GAAP measures
The Group uses a number of "non-GAAP" figures as comparable key performance measures, as they exclude the impact of items that are non-cash items and also items that are not considered part of ongoing underlying trade. Amortisation of other intangible assets has been excluded on the basis that it is a non-cash amount, relating to acquisitions in prior periods. The Group's "non-GAAP" measures are not defined performance measures in IFRS. The Group's definition of the reporting measures may not be comparable with similarly titled performance measures in other entities.
Adjusted EBITDA is calculated as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Operating profit |
5.1 |
4.0 |
Add back: |
|
|
Depreciation (note 12) |
0.2 |
0.3 |
Depreciation of leased assets (note 12) |
0.3 |
0.2 |
Amortisation of other intangible assets (note 13) |
1.9 |
1.6 |
Amortisation of development costs and software (note 13) |
1.1 |
0.7 |
EBITDA |
8.6 |
6.8 |
Add back: |
|
|
Share option charge |
0.4 |
0.8 |
Operating costs of exceptional nature (note 7) |
2.2 |
2.0 |
Adjusted EBITDA |
11.2 |
9.6 |
Operating costs of an exceptional nature have been excluded as they are not considered part of the underlying trade. Share option charges have been excluded from adjusted EBITDA as a non-cash item.
Adjusted operating profit is calculated as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Operating profit |
5.1 |
4.0 |
Add back: |
|
|
Operating costs of exceptional nature (note 7) |
2.2 |
2.0 |
Amortisation of other intangible assets (note 13) |
1.9 |
1.6 |
Adjusted operating profit |
9.2 |
7.6 |
Adjusted profit before tax is calculated as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Profit before tax |
3.8 |
3.4 |
Add back: |
|
|
Finance cost of an exceptional nature |
0.1 |
- |
Operating costs of exceptional nature (note 7) |
2.2 |
2.0 |
Amortisation of other intangible assets (note 13) |
1.9 |
1.6 |
Adjusted profit before tax |
8.0 |
7.0 |
Adjusted profit after tax is calculated as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Profit after tax |
2.5 |
2.3 |
Add back: |
|
|
Operating costs of exceptional nature (note 7), net of tax |
2.0 |
1.8 |
Amortisation of other intangible assets (note 13), net of deferred tax |
1.5 |
1.3 |
Profit attributable to non-controlling interests |
(0.1) |
(0.2) |
Adjusted profit after tax |
5.9 |
5.2 |
Free cash flow conversion is calculated as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Adjusted operating profit |
9.2 |
7.6 |
Adjusted for: |
|
|
Depreciation of tangible assets |
0.2 |
0.3 |
Depreciation of lease assets |
0.3 |
0.2 |
Amortisation of development costs and software |
1.1 |
0.7 |
Share option charge |
0.4 |
0.8 |
Adjusted EBITDA |
11.2 |
9.6 |
Net changes in working capital |
2.4 |
0.3 |
Purchase of property, plant and equipment |
(0.1) |
(0.2) |
Development expenditure |
(2.1) |
(2.0) |
Underlying cash flow from operations |
11.4 |
7.7 |
Underlying operating cash flow conversion |
124% |
101% |
Net interest paid |
(1.2) |
(0.5) |
Income tax paid |
(1.1) |
(1.7) |
Payments of lease liability |
(0.3) |
(0.2) |
Free cash flow |
8.8 |
5.3 |
Adjusted EBITDA |
11.2 |
9.6 |
Free cash flow conversion |
79% |
55% |
9 Net finance expense
Finance Interest - expense
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Interest payable on financial liabilities at amortised cost |
1.3 |
0.7 |
Interest unwind on contingent consideration |
0.1 |
- |
Finance charge of lease liability |
0.1 |
- |
Total finance expense |
1.5 |
0.7 |
Finance Interest - income
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Bank interest receivable |
0.2 |
0.1 |
Total finance income |
0.2 |
0.1 |
10 Earnings per share
|
Period ended |
Period ended |
|
30 June |
30 June |
Basic earnings per share |
2025 |
2024 |
Profit attributable to equity shareholders of the parent (£m) |
2.4 |
2.1 |
Weighted average number of shares in issue |
104,193,285 |
103,855,666 |
Basic profit per share (pence) |
2.3 |
2.0 |
|
Period ended |
Period ended |
|
30 June |
30 June |
Diluted earnings per share |
2025 |
2024 |
Profit attributable to equity shareholders of the parent (£m) |
2.4 |
2.1 |
Weighted average number of shares in issue |
104,193,285 |
103,855,666 |
Diluted weighted average number of shares and options for the period |
37,923 |
190,269 |
|
104,231,208 |
104,045,935 |
Diluted profit per share (pence) |
2.3 |
2.0 |
|
Period ended |
Period ended |
|
30 June |
30 June |
Adjusted basic earnings per share |
2025 |
2024 |
Adjusted profit after tax (note 8) (£m) |
5.9 |
5.2 |
Weighted average number of shares in issue |
104,193,285 |
103,855,666 |
Adjusted earnings per share (pence) |
5.7 |
5.0 |
11 Fixed asset investment
|
Fixed Asset Investments |
|
£m |
At 31 December 2024 |
2.7 |
Revaluation of equity interest |
0.5 |
Additions |
- |
Disposals |
- |
At 30 June 2025 |
3.2 |
12 Property, plant and equipment
|
Leased assets |
|
Owned assets |
|||
|
|
Plant and |
|
|
Office |
|
|
Property |
equipment |
Total |
|
Equipment |
Total |
Group |
£m |
£m |
£m |
|
£m |
£m |
Cost |
|
|
|
|
|
|
At 1 January 2024 |
3.2 |
1.1 |
4.3 |
|
2.6 |
2.6 |
Additions |
- |
0.1 |
0.1 |
|
0.2 |
0.2 |
At 30 June 2024 |
3.2 |
1.2 |
4.4 |
|
2.8 |
2.8 |
Acquisitions |
0.1 |
- |
0.1 |
|
0.1 |
0.1 |
Additions |
0.4 |
- |
0.4 |
|
0.1 |
0.1 |
Disposals |
- |
(0.1) |
(0.1) |
|
- |
- |
At 31 December 2024 |
3.7 |
1.1 |
4.8 |
|
3.0 |
3.0 |
Acquisitions |
0.1 |
- |
0.1 |
|
- |
- |
Additions |
0.1 |
0.1 |
0.2 |
|
0.1 |
0.1 |
Disposals |
- |
(0.1) |
(0.1) |
|
(0.1) |
(0.1) |
At 30 June 2025 |
3.9 |
1.1 |
5.0 |
|
3.0 |
3.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and impairment |
|
|
|
|
|
|
At 1 January 2024 |
1.3 |
0.8 |
2.1 |
|
1.4 |
1.4 |
Depreciation charge for the period |
0.1 |
0.1 |
0.2 |
|
0.3 |
0.3 |
At 30 June 2024 |
1.4 |
0.9 |
2.3 |
|
1.7 |
1.7 |
Depreciation charge for the period |
0.3 |
- |
0.3 |
|
0.1 |
0.1 |
At 31 December 2024 |
1.7 |
0.9 |
2.6 |
|
1.8 |
1.8 |
Depreciation charge for the period |
0.3 |
- |
0.3 |
|
0.2 |
0.2 |
Disposals |
- |
(0.1) |
(0.1) |
|
(0.1) |
(0.1) |
At 30 June 2025 |
2.0 |
0.8 |
2.8 |
|
1.9 |
1.9 |
Net book value |
|
|
|
|
|
|
At 30 June 2025 |
1.9 |
0.3 |
2.2 |
|
1.1 |
1.1 |
At 30 June 2024 |
1.8 |
0.3 |
2.1 |
|
1.1 |
1.1 |
Plant and equipment includes IT equipment and motor vehicles.
13 Intangible assets
|
|
Brand |
Intellectual property |
Customer list |
Total other intangible assets |
Development expenditure |
Total |
Group |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
Cost |
|
|
|
|
|
|
|
At 1 January 2024 |
89.1 |
4.1 |
27.4 |
1.3 |
32.8 |
10.0 |
131.9 |
Additions |
4.1 |
0.7 |
0.5 |
0.9 |
2.1 |
2.0 |
8.2 |
At 30 June 2024 |
93.2 |
4.8 |
27.9 |
2.2 |
34.9 |
12.0 |
140.1 |
Additions |
9.4 |
0.8 |
1.4 |
2.2 |
4.4 |
3.4 |
17.2 |
Revaluation |
0.1 |
- |
- |
- |
- |
- |
0.1 |
At 31 December 2024 |
102.7 |
5.6 |
29.3 |
4.4 |
39.3 |
15.4 |
157.4 |
Additions |
5.3 |
0.3 |
- |
3.3 |
3.6 |
2.1 |
11.0 |
At 30 June 2025 |
108.0 |
5.9 |
29.3 |
7.7 |
42.9 |
17.5 |
168.4 |
Amortisation and impairment |
|
|
|
|
|
|
|
At 1 January 2024 |
0.2 |
1.6 |
8.3 |
- |
9.9 |
3.6 |
13.7 |
Charge in the period |
- |
0.1 |
1.1 |
0.4 |
1.6 |
0.7 |
2.3 |
At 30 June 2024 |
0.2 |
1.7 |
9.4 |
0.4 |
11.5 |
4.3 |
16.0 |
Charge in the period |
- |
0.3 |
1.3 |
- |
1.6 |
0.8 |
2.4 |
At 31 December 2024 |
0.2 |
2.0 |
10.7 |
0.4 |
13.1 |
5.1 |
18.4 |
Charge in the period |
- |
0.3 |
1.2 |
0.4 |
1.9 |
1.1 |
3.0 |
At 30 June 2025 |
0.2 |
2.3 |
11.9 |
0.8 |
15.0 |
6.2 |
21.4 |
Net book value |
|
|
|
|
|
|
|
At 30 June 2025 |
107.8 |
3.6 |
17.4 |
6.9 |
27.9 |
11.3 |
147.0 |
At 30 June 2024 |
93.0 |
3.1 |
18.5 |
1.8 |
23.4 |
7.7 |
124.1 |
Capitalised development expenditure relates primarily to the development of the software platform in Defaqto Limited.
During the year ended 30 June 2025, the Group undertook a strategic reorganisation following the acquisition of 11 businesses over the prior two financial years. This reorganisation aligned complementary capabilities and introduced a revised segmental and managerial structure effective 2 June 2025.
As a result of the restructure, the composition of the Group's CGUs was reassessed to reflect the new operating model.
The reallocation of goodwill was performed using a relative fair value approach, whereby the goodwill from impacted components was apportioned to the newly formed CGUs based on revenue forecasts as a proxy for estimating relative fair value at the date of reorganisation. This method reflects the best estimate of economic value of each CGU.
The carrying amount of goodwill is allocated across operating segments, which are deemed to be cash-generating units ("CGUs") as follows:
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Services |
41.5 |
|
Software & Data |
66.3 |
|
Intermediary Services |
- |
27.9 |
Distribution Channels |
- |
12.1 |
Fintech and Research |
- |
53.0 |
|
107.8 |
93.0 |
Following the goodwill reallocation, each CGU was tested for impairment using a value-in-use model. Key assumptions included:
· Discount rate range:
· Services 12.3%- 12.9% (post-tax)
· Software & Data 12.7% - 13.2% (post-tax)
· Terminal growth rate: 2.0%
· Forecast period: 5 years
An impairment test was performed immediately before the reorganisation and the carrying amount of goodwill was determined to be recoverable. No impairment of goodwill has been identified at 30 June 2025.
14 Interest-bearing loans and borrowings
This note provides information about the contractual terms of the Group's and Company's interest-bearing loans and borrowings.
|
|
|
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Current |
|
|
Lease liability |
0.5 |
0.4 |
|
0.5 |
0.4 |
Non-current |
|
|
Lease liability |
1.5 |
1.3 |
Secured bank loan |
38.5 |
15.8 |
|
40.0 |
17.1 |
In July 2025,
15 Capital and reserves
Share capital
|
Ordinary |
|
Shares |
Number of fully paid shares (nominal value £0.01): |
|
At 30 June 2024 |
103,872,214 |
Issue of share capital |
321,071 |
At 31 December 2024 |
104,193,285 |
Issue of share capital |
- |
At 30 June 2025 |
104,193,285 |
|
Share |
|
premium |
|
£m |
At 30 June 2024 |
67.1 |
Issue of share capital |
0.3 |
At 31 December 2024 |
67.4 |
Issue of share capital |
- |
At 30 June 2025 |
67.4 |
16 Share-based payment arrangements
There have been no material changes to the share-based payment arrangements in the period to those disclosed in the annual report and accounts for the period ended 31 December 2024 other than as disclosed below:
NTA 2019 |
During the current period, 61,302 awards were lapsed. No awards were forfeited as a result of bad leavers. |
17 Other reserves
|
|
|
|
|
Merger |
Share option |
|
|
reserve |
reserve |
Total |
Group |
£m |
£m |
£m |
At 30 June 2024 |
(53.9) |
1.3 |
(52.6) |
Share option charge |
- |
0.3 |
0.3 |
Release of share option reserve |
- |
(0.4) |
(0.4) |
At 31 December 2024 |
(53.9) |
1.2 |
(52.7) |
Share option charge |
- |
0.4 |
0.4 |
Release of share option reserve |
- |
(0.1) |
(0.1) |
At 30 June 2025 |
(53.9) |
1.5 |
(52.4) |
18 Notes to the cash flow statement
|
Period ended |
Period ended |
|
30 June |
30 June |
|
2025 |
2024 |
|
£m |
£m |
Cash flow from operating activities |
|
|
Profit after taxation |
2.5 |
2.3 |
Add back: |
|
|
Finance income |
(0.2) |
(0.1) |
Finance cost |
1.5 |
0.7 |
Taxation |
1.4 |
1.1 |
|
5.2 |
4.0 |
Adjustments for: |
|
|
Amortisation of development expenditure and software (note 13) |
1.1 |
0.7 |
Depreciation of leased assets |
0.3 |
0.2 |
Depreciation of property, plant and equipment |
0.2 |
0.3 |
Amortisation of other intangible assets |
1.9 |
1.6 |
Share option charge |
0.4 |
0.8 |
Profit on sale of equity investment |
- |
(0.2) |
Interest unwind on deferred sale proceeds |
- |
(0.1) |
Costs relating to exercise of Value Builder share scheme |
- |
0.6 |
Fair value gain on investment |
(0.5) |
|
Revaluation of contingent consideration |
1.5 |
- |
M&A related transactions |
(0.1) |
1.1 |
Operating cash flow before movements in working capital |
10.0 |
9.0 |
Increase in trade and other receivables |
(1.3) |
(0.5) |
Increase in trade and other payables |
3.7 |
0.8 |
Cash generated from operations |
12.4 |
9.3 |
Income taxes paid |
(1.1) |
(1.7) |
Net cash generated from operating activities |
11.3 |
7.6 |
19 Acquisitions
Acquisitions completed in the period ended 30 June 2024
Rayner Spencer Mills Research Limited
On 16 July 2024, we announced a conditional agreement to acquire 70% of Rayner Spencer Mills Research Limited ("RSMR"), a
The fair values of the assets and liabilities acquired during the period ended 30 June 2025 are summarised below:
|
RSMR |
Total |
During the period ended 30 June 2025 |
£m |
£m |
Brands |
0.3 |
0.3 |
Customer relationships |
3.3 |
3.3 |
Intellectual property |
- |
- |
Property, plant and equipment |
0.1 |
0.1 |
Trade and other receivables |
0.1 |
0.1 |
Trade and other payables |
(0.6) |
(0.6) |
Net cash |
1.7 |
1.7 |
Deferred tax liability |
(0.9) |
(0.9) |
Fair value of assets |
4.0 |
4.0 |
Non-controlling interest share of assets |
- |
- |
Fair value of assets acquired |
4.0 |
4.0 |
|
5.3 |
5.3 |
Consideration |
9.3 |
9.3 |
|
|
|
Satisfied by fair values of: |
|
|
Cash consideration |
6.4 |
6.4 |
Contingent consideration |
2.9 |
2.9 |
|
9.3 |
9.3 |
Less: net cash acquired |
(1.7) |
(1.7) |
Transaction costs and expenses |
0.1 |
0.1 |
Total committed spend on acquisitions completed in the period |
7.7 |
7.7 |
The fair value of contingent consideration at the acquisition date represents the estimated most likely pay-out based on management's forecast of future trading and performance discounted at the Group's incremental borrowing rate.
Contractual contingent consideration is not linked to post-acquisition services, and none of the contingent consideration is contingent upon re-employment.
The cash outflow in the during the period ended 30 June 2025 in respect of acquisitions completed in the same period comprised:
|
RSMR |
Total |
During the period ended 30 June 2025 |
£m |
£m |
Cash consideration |
6.4 |
6.4 |
Less: net cash acquired |
(1.7) |
(1.7) |
Net investing cash outflow in respect of acquisitions completed in the period |
4.7 |
4.7 |
Transaction costs and expenses paid |
0.1 |
0.1 |
Total cash outflow in respect of acquisitions completed in the period |
4.8 |
4.8 |
20 Subsequent events
Plannr Technologies Limited
In July 2025, the Group acquired an additional 24% equity interest in Plannr Technologies Limited, increasing its total shareholding from 25% to 49%. The consideration for the additional stake was £2.7m, settled in cash, and executed under the terms of a previously agreed call option arrangement.
This increase in ownership of Plannr has given
No adjustments have been made to the financial statements as at 30 June 2025 in respect of this transaction.
Refinance - Amendment of credit facility
In July 2025, the Group completed the refinancing of its existing £80m revolving credit facility with a new £120m facility, following the addition of a fourth bank to the lending syndicate. The new facility was secured on more favourable terms and will provide the Group with increased financial flexibility to support organic growth and strategic M&A activity.