8 October 2026
Next 15 Group plc
(“Next 15” or the “Group”)
Results for the six months ended 31 July 2026
A more focused group of high quality businesses returning to growth: Further simplification, Track 1 in growth, margins improving and current trading in line with full year expectations.
Next 15 Group plc (AIM:NFG) today announces its interim results for the six months ended 31 July 2026.
Financial results for the six months to 31 July 2026 (unaudited)
|
Six months ended
|
Six months ended
|
% change year
|
Adjusted results2 |
|
|
|
LFL net revenue (constant currency) |
216.4 |
219.3 |
(1.3)% |
Net revenue |
214.9 |
230.8 |
(6.9)% |
Adjusted operating profit |
32.1 |
32.7 |
(1.8)% |
Adjusted operating profit margin |
14.9% |
14.2% |
|
Adjusted profit before tax |
30.2 |
30.9 |
(2.3)% |
Adjusted diluted earnings per share |
20.7p |
21.4p |
(3.3)% |
Net debt |
57.3 |
45.3 |
26.5% |
Statutory results |
|
|
|
Revenue |
299.4 |
316.1 |
(5.3)% |
Operating profit |
5.1 |
19.1 |
|
(Loss)/profit before tax |
(1.5) |
15.8 |
|
Diluted (loss)/earnings per share |
(3.4)p |
10.4p |
|
Total dividend per share |
4.75p |
4.75p |
|
Net cash (outflow)/inflow from operations |
(5.0) |
5.6 |
(189.3)% |
|
|
|
|
1Prior year figures have been presented excluding Mach49, which is separately reported as a discontinued operation, as previously announced. |
2Adjusted results have been presented to provide additional information that may be useful to shareholders to understand the performance of the Group by facilitating comparability both year on year and with industry peers. Adjusted results are reconciled to statutory results within the appendix. |
Financial highlights
Operational highlights
Commenting on the results, Sam Knights said:
“The first half of FY27 demonstrates our strategy has taken hold. Momentum has continued to build through the period, with the Group returning to organic growth for three consecutive months (June 26 – August 26) for the first time in three years.
We have continued to act decisively. The portfolio continues to be rationalised, the cost base is materially lower and the ‘unified, not uniform’ operating model is working as evidenced by increasing margins, with our businesses increasingly winning together.
We are repositioning Next 15 as a more focused, data and AI-led growth platform, with increasing integration across our core businesses and early commercial applications already delivering client impact.
Our Track 1 portfolio – SMG, Transform, Savanta, Pretzl, M Booth and M Booth Health – operates in structurally growing markets and delivered like-for-like revenue growth of 1.8% in the half, with increased operating profit and a margin of 18.4% (H1 FY26: 17.9%), demonstrating the quality of the Group’s core and the strategy in action.
We are working to resolve the legacy issues on Mach49. We continue to maintain a robust defence and expect a ruling within this financial year.
Looking forward, our priorities are clear – resolving the Mach49 arbitration, completing the simplification of the portfolio at pace and converting recent momentum into full-year growth.
Trading since the period end has been encouraging and in-line with full year expectations.
I would like to thank the Next 15 team for the proactivity and discipline they have shown through this transformation."
Trading
The Group delivered a first-half performance in line with expectations despite a challenging macro environment. Net revenue was £214.9m (H1 FY26: £230.8m), a like-for-like decline of 1.3% at constant currency, and adjusted operating profit was £32.1m (H1 FY26: £32.7m), with the operating margin improving to 14.9% (H1 FY26: 14.2%), reflecting disciplined cost management and the execution of the Group strategy.
Alongside this, we have continued to reset the business. We have materially simplified the portfolio, reduced complexity and sharpened our strategic focus through the Track 1 / Track 2 framework, prioritising data, technology and AI-enabled businesses. This has been supported by cost actions and a disciplined approach to cash, resulting in a more controlled and resilient operating model.
The growth at Transform and M Booth Health has led to a shift in our client industry mix: Consumer & Retail and Technology remain our two largest client sectors, while the Public Sector has become our third largest and fastest-growing. This is driving good diversification and a more balanced, resilient revenue base — a trend we expect to continue as we invest in our highest-growth businesses.
Disciplined cost management supported an increase in the adjusted operating margin despite the revenue decline, with headcount reduced by a further 5% during the half. This builds on the restructuring completed in FY26, which together have generated annualised savings of approximately £26m, the full benefit of which flows into FY27.
The balance sheet is robust, and leverage remains low with net debt of £57.3m (H1 FY26: £45.3m) and net debt/adjusted EBITDA at 0.7x.
Ongoing Mach49 arbitration
The process relating to the previously announced Mach49 arbitration is still ongoing. The hearing has now completed, and the Group is awaiting an outcome. The Company's position is unchanged since the prior year end: it maintains its stance regarding the non-payment of the remaining earnout and has counterclaimed for previously paid earnout amounts. Our assessment of the strength of our legal case remains unchanged.
Interim dividend
The Board has maintained the interim dividend at 4.75p per share, reflecting confidence in the Group’s healthy balance sheet and near-term outlook. This represents a cash cost of £4.9m, with the dividend payable on 20 November 2026 to shareholders on the register at 16 October 2026.
Outlook
Trading since the period end is encouraging, with three consecutive months of LFL revenue growth (June 26 – August 26), for the first time in three years and a strong pipeline of new business across the Group. We expect the growth drivers of the first half to persist: continued momentum in Digital Transformation, where Transform continues to expand across government and continued strong new business at M Booth and M Booth Health. Discretionary and technology client spend remains constrained, and we remain disciplined on costs, with the full benefit of FY26’s restructuring flowing through this year. On this basis, the Board expects the Group to deliver LFL revenue growth for the full year, with revenue and adjusted operating profit in line with market expectations. The segmental mix is expected to differ from current market expectations, with stronger than expected growth in Digital Transformation, offset by the effect of portfolio disposals and a more gradual recovery than expected in some of the other segments.
We have not, at this stage, experienced any material adverse impact on our operations from the ongoing Middle East conflict, but we remain mindful of the challenging economic environment.
Our priorities for the second half remain: resolve – conclude the Mach49 arbitration; simplify – progress the portfolio actions under the time-boxed review and embed the operating model; and grow – continue investing in Track 1, scale AI capabilities across the Group and convert momentum into sustained, profitable growth.
Webcast for analysts and investors
Next 15 will host an analyst and investor webcast at 9:30 today (UK time), Thursday 8 October 2026.
To access the webcast, please contact next15@mhpgroup.com
For further information contact:
Next 15 Group plc (via MHP)
Sam Knights, Chief Executive Officer
Mickey Kalifa, Chief Financial Officer
Deutsche Numis (Nomad & Joint Broker)
Nick Westlake, Hugo Rubinstein
+44 (0)20 7260 1000
Berenberg (Joint Broker)
Ben Wright, Mark Whitmore, Marie Moy
+44 (0)20 3207 7800
MHP (Investor Relations)
Oliver Hughes, Eleni Menikou, Lucy Gibbs
Next15@mhpgroup.com
+44 (0)7885 224 532 / +44 (0)7701 308 818
Notes:
Net revenue
Net revenue is calculated as revenue less direct costs as shown on the Consolidated Income Statement.
Organic net revenue growth
Organic net revenue growth is defined as like-for-like (LFL) net revenue growth at constant currency excluding the impact of acquisitions and disposals in the last 12 months. For acquisitions made in the prior year, only the corresponding months of ownership are included in the calculation of growth. Net revenue is reconciled to statutory revenue within the appendix and a reconciliation of the movement in the year is included in the net revenue bridge on page 7.
Adjusted operating profit margin
Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue. Adjusted operating profit is reconciled to statutory results within the appendix.
This announcement contains inside information as defined in Article 7 of the Market Abuse Regulation.
About Next 15
Next 15 (AIM:NFG) is an AIM-listed Group with operations in Europe, North America and across Asia Pacific. The business operates across five operating segments aligning to the Group’s refreshed strategy: Retail Media, Data and Research, Digital Transformation, Marketing and Communications and Creative Services. The Group has long-term customer relationships with many of the world’s leading companies including Google, Amazon, Boots, Dow, Microsoft, Dell, Department for Education, American Express and Procter & Gamble.
At Next 15, success is underpinned by a people-led approach. Our purpose is to empower our team to deliver data-powered growth, fit for an AI future - delivering measurable solutions for our clients, nurturing exceptional talent, and creating lasting value for our shareholders.
Chief Executive Officer’s Review
Review of six months ended 31 July 2026
The Group delivered a resilient performance in the first six months of the year, with results in line with market expectations despite well reported continued macroeconomic pressure impacting client sentiment. Digital Transformation continued to deliver exceptional growth, supported by the significant, multi-year contract win with DEFRA, and ongoing work with the DfE. M Booth Health also delivered strong growth.
The turnaround programmes at Savanta and Pretzl are also progressing, with good momentum and early signs of recovery in the second half of the year. The profit delivered in the period has also been supported by further operational efficiencies, with a further 5% headcount reduction across the Group in the period.
Track 1 comprises SMG, Transform, Savanta, Pretzl, M Booth, M Booth Health and now the Digital Commerce division of Elvis, businesses that collectively are positioned in some of the industry’s fastest-growing markets, including Digital Transformation, Retail Media, Data and Insights & Analytics. These businesses grew LFL revenues by 1.8% to £143.1m (H1 FY26: £141.5m) and adjusted operating profit by 3.5% to £26.3m (H1 FY26: £25.4m), demonstrating the quality and growth potential of the core portfolio.
Track 2 comprises Activate, Brandwidth, Marker and MHP. These businesses generated revenues of £68.0m (H1 FY26: £71.6m) and an adjusted operating profit of £14.6m (H1 FY26: £15.0m).
The Group reported adjusted operating profit of £32.1m (H1 FY26: £32.7m), with margins protected at 14.9% (H1 FY26: 14.2%), reflecting disciplined cost management. Adjusted diluted earnings per share has reduced by 3.3% to 20.7p, compared with 21.4p achieved in the prior period, as a result of the increase in dilutive shares. Statutory operating profit was £5.1m (H1 FY26: £19.1m), principally due to the Mach49 arbitration costs, also resulting in a loss before tax. As a result of this, diluted loss per share declined to 3.4p (H1 FY26: diluted earnings per share of 10.4p).
Simplification strategy
The portfolio simplification review is progressing well. The partial sale of Elvis in July, a Track 2 business, reduced the Group's portfolio to 10 businesses from 22 in FY26. The Group retained approximately half of Elvis’s revenue, including the profitable retail and commerce capabilities within its Digital Commerce business. Active processes for further disposals are also progressing.
Returns to shareholders
The Board's capital allocation priorities are to maintain a healthy, low-leverage balance sheet and to invest selectively in long-term organic growth. The Board intends to maintain the dividend at a level supported by the Group's performance, cash generation and investment requirements. Any surplus capital may be deployed through targeted bolt-on acquisitions that strengthen key areas of the business, or through additional returns to shareholders.
The Board has declared an interim dividend of 4.75p per share, in line with the prior period (H1 FY26: 4.75p) and covered 4.4x by diluted adjusted earnings per share. The dividend will be paid on 20 November 2026 to shareholders on the register of members at the close of business on 16 October 2026. The ex-dividend date is 15 October 2026.
Review of Adjusted Results to 31 July 2026
The commentary below focuses on the Group's adjusted performance for the six months to 31 July 2026, compared with the six months to 31 July 2025. The Directors believe that adjusted measures, used alongside statutory measures, give a more meaningful view of the Group's underlying trading performance. These measures:
ADJUSTED RESULTS2 |
Six months ended
|
Six months ended
|
|
|
£’000 |
£’000 |
|
Net revenue |
214.9 |
230.8 |
|
Operating profit |
32.1 |
32.7 |
|
Operating profit margin |
14.9% |
14.2% |
|
Net finance expense |
(1.9) |
(1.8) |
|
Profit before income tax |
30.2 |
30.9 |
|
Effective tax rate on adjusted profit |
25.1% |
26.2% |
|
Diluted adjusted earnings per share |
20.7p |
21.4p |
|
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. 2Adjusted results have been presented to provide additional information that may be useful to shareholders to understand the performance of the business by facilitating comparability both year on year and with industry peers. Adjusted results are reconciled to statutory results below and within the appendix. |
|||
Adjusted operating profit decreased marginally by 1.8% to £32.1m (H1 FY26: £32.7m), whereas the Group reported a statutory operating profit of £5.1m (H1 FY26: £19.1m), principally due to the impact of disposals and Mach49 related costs. The Group reported a statutory loss before tax of £1.5m (H1 FY26: statutory profit before tax of £15.8m). The year-on-year change is driven by the Mach49 arbitration costs, as well as the other adjusting items referred to below.
The adjusted effective tax rate on the Group’s adjusted profit for the six months ended 31 July 2026 was 25.1% (H1 FY26: 26.2%), largely due to the impact of the differing rates of taxation related to overseas profits. Adjusted diluted earnings per share has reduced by 3.3% to 20.7p compared with 21.4p achieved in the prior year, as a result of the marginal decrease in profitability on an adjusted basis and an increase in dilutive shares. Diluted loss per share decreased to 3.4p (H1 FY26: diluted earnings per share £10.4p), principally reflecting lower operating profit as a result of the loss on disposals and Mach49 related costs.
The Group’s balance sheet remains healthy. Leverage remains low, with net debt, excluding lease liabilities, of £57.3m as at 31 July 2026, which is after cash payments of £6.2m for acquisition related liabilities. We experienced a net working capital outflow of £21.2m compared to an inflow £4.3m in the prior year. The current period outflow was driven by the typical build-up of trade debtors in H1, along with the payment of advisor fees in relation to the ongoing litigation including the arbitration, as well as the payment of the annual bonuses in the first half of the year.
Net revenue bridge
|
Net Revenue (£’m) |
Movement % |
|
Six months to 31 July 2025 |
230.8 |
|
|
Disposals |
(11.5) |
|
|
Six months to 31 July 2025 - adjusted |
219.3 |
|
|
Organic decline |
(2.9) |
- 1.3% |
|
Impact of FX |
(1.5) |
- 0.7% |
|
Six months to 31 July 2026 |
214.9 |
|
1The definition of net revenue and explanation of how organic net revenue growth is calculated is included within the appendix. |
Reconciliation between statutory and adjusted profit
|
Six months ended
|
Six months ended
|
|||
|
|
£’000 |
|
£’000 |
|
(Loss)/profit before income tax |
|
(1,513) |
|
15,815 |
|
Acquisition accounting related costs2 |
|
12,836 |
|
11,927 |
|
Costs associated with operational restructuring |
|
3,799 |
|
1,910 |
|
Mach49 costs |
|
10,014 |
|
4,391 |
|
Loss/(gain) on disposal of subsidiaries |
|
1,138 |
|
(4,108) |
|
Deal costs |
|
2,300 |
|
1,008 |
|
Property impairment |
|
1,629 |
|
- |
|
Adjusted profit before income tax3 |
|
30,203 |
|
30,943 |
|
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
2Acquisition accounting related costs includes unwinding of discount and change in estimate on deferred and contingent consideration and share purchase obligation payable, employment linked acquisition payments and amortisation of acquired intangibles. |
3A full reconciliation and further detail is set out in the appendix. |
The adjusted profit measures exclude items that are not reflective of the Group’s underlying trading in the year. The principal adjustments in the current year were:
Segment adjusted performance
|
Retail
|
Data &
|
Digital
|
Marketing
|
Creative
|
Head
|
Total
|
Six months ended 31 July 2026 |
|
|
|
|
|
|
|
Net revenue |
26,398 |
22,684 |
36,809 |
114,226 |
14,760 |
- |
214,877 |
Adjusted operating profit/(loss) |
5,285 |
2,920 |
6,415 |
24,054 |
1,654 |
(8,239) |
32,089 |
Adjusted operating profit margin2 |
20.0% |
12.9% |
17.4% |
21.1% |
11.2% |
- |
14.9% |
Organic net revenue growth /(decline) |
2.1% |
(11.5)% |
26.8% |
(4.7)% |
(14.6)% |
- |
(1.3)% |
Six months ended 31 July 2025 |
|
|
|
|
|
|
|
Net revenue |
25,864 |
25,769 |
29,029 |
121,256 |
28,929 |
- |
230,847 |
Adjusted operating profit/(loss) |
4,176 |
3,120 |
4,008 |
26,235 |
2,607 |
(7,461) |
32,685 |
Adjusted operating profit margin2 |
16.1% |
12.1% |
13.8% |
21.6% |
9.0% |
- |
14.2% |
Organic net revenue growth/(decline) |
10.9% |
(6.4)% |
51.2% |
(8.8)% |
(22.8)% |
- |
(5.3)% |
1Following the partial disposal of Elvis, the retail and commerce capabilities of the business which remained has been reclassified to the retail media operating segment from creative services. The prior year figures have been re-presented on a consistent basis. 2Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue. |
|||||||
During the prior year, the Group introduced five new operating segments aligned to the Group’s refreshed strategy and the way we manage the business. The following review presents the performance of each segment for the six months ended 31 July 2026.
Retail Media
This segment comprises SMG, the Group's specialist retail media business, together with Digital Commerce, the retail and commerce capabilities retained from the partial disposal of Elvis completed in the period. Digital Commerce represents approximately half of Elvis' pre-disposal revenues and includes its profitable customer experience capabilities. A positive performance from SMG drove total organic net revenue growth of 2.1%. We are seeing promising signs from our continued investment in the US market, a significant growth opportunity, with revenue now being recognised. Tight cost control led to an increase in operating margin to 20.0% (H1 FY26: 16.1%).
Data & Research
This segment comprises a single business, Savanta, which combined with Plinc in the prior year. Net revenue for the segment decreased organically by 11.5% to £22.7m (H1 FY26: £25.8m), as we build higher-margin data products, with the core research business performing well. The business is now showing signs of stabilisation, with quarter-on-quarter growth throughout FY27. Adjusted operating profit only decreased by 6.4% to £2.9m (H1 FY26: £3.1m). The restructuring efforts from the prior year and tight cost control resulted in an improved adjusted operating margin of 12.9% (H1 FY26: 12.1%).
Digital Transformation
This segment comprises Transform, our digital, data and AI transformation consultancy focused on the UK public sector. Transform delivered exceptional growth of 26.8% in the period, revenues growing by £7.8m to £36.8m (H1 FY26: £29.0m). The growth was supported by a very significant, multi-year contract for DEFRA, and ongoing work with MoJ, UKHSA and DfE. As a result, the operating profit margin also increased to 17.4% (H1 FY26: 13.8%).
For the first time, we report Transform's bookings, reflecting the growing scale and multi-year nature of its client relationships. In H1, Transform's bookings were £159.9m (H1 FY26: £19.6m), driven primarily by Transform's role as lead delivery partner within the i10 ecosystem delivering a programme for DEFRA worth up to £150m over five years. This takes bookings for the 12 months to 31 July 2026 to £223.7m, which also reflects a DfE contract announced in H2 FY26 worth up to £60m and expanded work with UKHSA.
Marketing & Communications
Our largest segment Marketing & Communications, comprises Pretzl, M Booth, M Booth Health, Marker, MHP and Activate. Performance across the segment was mixed. M Booth Health saw good growth in the first half of the year, along with encouraging performances from M Booth and Marker. This was offset by the challenges in our B2B technology-focused agencies, including Pretzl which had a change in leadership and have recently restructured operationally to provide a healthier cost base. This led to overall net revenue decreasing by 5.9% to £114.2m (H1 FY26: £121.3m), whilst adjusted operating profit declined by 8.3% to £24.1m (H1 FY26: £26.2m). The adjusted operating margin improved slightly to 21.1% (H1 FY26: 21.6%), reflecting disciplined cost management.
Creative Services
This segment comprises Brandwidth and the creative part of Elvis which was disposed of in July, as well as the disposed brands from prior year. The creative marketing sector continued to face challenges and was impacted by the reduction in Elvis, which contributed to an organic net revenue decline of 14.6% to £14.8m (H1 FY26: £28.9m). Adjusted operating profit declined to £1.7m (H1 FY26: £2.6m), with an adjusted operating margin of 11.2% (H1 FY26: 9.0%).
Regional adjusted performance
|
UK |
EMEA |
US |
Asia
|
Head
|
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
Six months ended 31 July 2026 |
|
|
|
|
|
|
Net revenue |
121,587 |
5,521 |
80,877 |
6,892 |
- |
214,877 |
Adjusted operating profit/(loss) |
18,833 |
613 |
19,950 |
932 |
(8,239) |
32,089 |
Adjusted operating profit margin1 |
15.5% |
11.1% |
24.7% |
13.5% |
- |
14.9% |
Organic net revenue (decline)/growth |
(2.9)% |
(9.0)% |
2.1% |
(5.8)% |
- |
(1.3)% |
Six months ended 31 July 2025 |
|
|
|
|
|
|
Net revenue |
129,589 |
5,920 |
87,924 |
7,414 |
- |
230,847 |
Adjusted operating profit/(loss) |
19,840 |
955 |
18,637 |
714 |
(7,461) |
32,685 |
Adjusted operating profit margin1 |
15.3% |
16.1% |
21.2% |
9.6% |
- |
14.2% |
Organic net revenue (decline)/growth |
(2.3)% |
1.6% |
(9.3)% |
(5.2)% |
- |
(5.3)% |
1Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue. |
||||||
The UK continues to be the Company’s largest market comprising 57% of the overall business. It delivered a mixed performance, with net revenue decreasing by 6.2% to £121.6m (H1 FY26: £129.6m). UK organic revenue declined by 2.9%. Adjusted operating profit was £18.8m, with an adjusted operating margin of 15.5%.
The US represents 38% of the Company’s business. Total US net revenues declined by 8.0% to £80.9m (H1 FY26: £87.9m) as a result of disposals in the later stages of FY26, whilst the remaining businesses reported organic growth of 2.1%. This was primarily driven by good growth from M Booth Health, partially offset by continued weakness in our B2B technology businesses. The increase in margin to 24.7% resulted from all the US businesses continuing disciplined cost management. Adjusted operating profit from our US businesses increased by 7.0% to £20.0m (H1 FY26: £18.6m), maintaining a healthy operating margin of 24.7% (H1 FY26: 21.2%).
The EMEA business reported a decrease in net revenue of 6.7% to £5.5m (H1 FY26: £5.9m), with an adjusted operating profit of £0.6m, at an adjusted operating margin of 11.1% (H1 FY26: 16.1%).
In the APAC region, net revenue decreased by 7.0% to £6.9m (H1 FY26: £7.4m). Adjusted operating profit increased to £0.9m, with the operating margin improving to 13.5% (H1 FY26: 9.6%).
Discontinued Operations
During the prior year, the Group took the decision to wind down the Mach49 business, which ceased operations effective 31 January 2026. As a result, Mach49 was classified as a discontinued operation, and its results are presented separately from continuing operations in accordance with IFRS 5. In the prior year, for the six months ended 31 July 26, revenues fell substantially to £8.1m contributing to an overall loss before tax of £13.0m, which includes impairments arising from closure of the business.
Balance Sheet
The Group’s balance sheet remains robust, with net debt of £57.3m as at 31 July 2026 (H1 FY26: £45.3m) and net assets of £119.3m (£164.0m at 31 July 25 and £131.9m at 31 January 26). Leverage stood at 0.7x adjusted EBITDA, comfortably within our target range of 0–1x and providing significant financial flexibility to support future growth investment, selective M&A and shareholder returns. Contingent consideration of £71.5m (31 January 2026: £68.9m) includes £67.7m relating to the remaining earnout payments for Mach49, which continues to be recognised until such time as the arbitration and legal proceedings are finally concluded. The increase in overall earnout liabilities was driven by £3.5m from unwinding of discount on these liabilities, £1.1m from a change in estimates reflecting revised trading assumptions and £1.2m exchange rate differences, offset by earn-out settlements of £4.1m during the year.
The Group maintains a diversified funding structure to support its operational and strategic requirements. Our primary source of debt financing is a revolving credit facility (‘RCF’) of £175m. The £175m RCF is available until December 2027 after which the facility reduces to £155m for a further year. The £175m RCF is provided by a consortium of four banks and for the final year it will be provided by a consortium of three banks. As part of the arrangement, the Group has an additional £25m accordion option. The RCF is available for permitted acquisitions and working capital requirements and is due to be repaid from the trading cash flows of the Group. The facility is available in a combination of sterling, US dollar and euro. The margin payable on each facility is dependent upon the level of gearing in the business. The Group also maintains a US facility of US$7m (FY26: US$7m), available for property rental guarantees and US-based working capital requirements.
Cashflow
The net cash inflow from operating activities before changes in working capital for the six months to 31 July 2026 increased to £20.1m (H1 FY26: £8.5m), reflecting the reduction in the settlement of employment linked acquisition payments £2.6m (H1 FY26: £21.2m), as well as the loss on disposal of subsidiaries £1.1m (H1 FY26: gain of £4.1m). The Group experienced a net working capital outflow of £21.2m (H1 FY26: inflow of £4.3m). The current period outflow was driven by the typical build up of trade debtors in H1, along with the payment of advisor fees in relation to the ongoing litigation including the arbitration, as well as the payment of the annual bonuses in the first half of the year. Net cash generated from operations before tax was an outflow £1.1m (H1 FY26: inflow £12.8m). Income taxes paid reduced to £4.0m (H1 FY26: £7.3m), whilst net interest paid increased to £1.9m (H1 FY26: £1.8m).
Cash flow KPIs |
Six months to
|
Six months to
|
Net cash inflow from operating activities before changes in working capital |
20.1 |
8.5 |
Working capital movement |
(21.2) |
4.3 |
Net cash generated from operations |
(1.1) |
12.8 |
Income tax paid |
(4.0) |
(7.3) |
Investing activities |
(5.4) |
(1.6) |
Net debt |
57.3 |
45.3 |
NEXT 15 GROUP PLC
CONSOLIDATED INCOME STATEMENT
FOR THE SIX-MONTHS ENDED 31 JULY 2026
|
|
Six months
31 July 2026 (Unaudited) |
Six months
31 July 20251 (Unaudited) |
Twelve months
31 January 2026 (Audited) |
|
|
Note |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
Revenue |
|
299,399 |
316,103 |
617,275 |
|
Direct costs |
|
(84,522) |
(85,256) |
(168,447) |
|
Net revenue |
2 |
214,877 |
230,847 |
448,828 |
|
|
|
|
|
|
|
Staff costs |
|
(157,314) |
(171,602) |
(334,949) |
|
Depreciation |
|
(4,246) |
(4,804) |
(9,380) |
|
Amortisation |
|
(8,743) |
(8,945) |
(17,068) |
|
Other operating charges |
|
(39,438) |
(26,442) |
(87,532) |
|
Total operating charges |
|
(209,741) |
(211,793) |
(448,929) |
|
Operating profit/(loss) |
|
5,136 |
19,054 |
(101) |
|
|
|
|
|
|
|
Movement in fair value of other financial assets and liabilities |
9 |
(4,569) |
(1,183) |
(8,433) |
|
Finance expense |
5 |
(2,346) |
(2,472) |
(5,564) |
|
Finance income |
6 |
223 |
416 |
719 |
|
Other income |
|
43 |
- |
- |
|
|
|
|
|
|
|
(Loss)/profit before income tax |
|
(1,513) |
15,815 |
(13,379) |
|
|
|
|
|
|
|
Income tax expense |
3 |
(1,504) |
(4,554) |
(1,487) |
|
|
|
|
|
|
|
(Loss)/profit for the period from continuing operations |
|
(3,017) |
11,261 |
(14,866) |
|
|
|
|
|
|
|
Loss for the period from discontinued operations |
|
- |
(12,279) |
(14,921) |
|
|
|
|
|
|
|
Loss for the period |
|
(3,017) |
(1,018) |
(29,787) |
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
|
Owners of the parent |
|
(3,435) |
(1,447) |
(30,244) |
|
Non-controlling interests |
|
418 |
429 |
457 |
|
|
|
(3,017) |
(1,018) |
(29,787) |
|
(Loss)/earnings per share from continuing operations |
|
|
|
|
|
Basic (pence) |
7 |
(3.4) |
10.7 |
(15.2) |
|
Diluted (pence) |
7 |
(3.4) |
10.4 |
(15.2) |
|
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
|||||
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED 31 JULY 2026
|
Six months
31 July 2026 (Unaudited) |
Six months
31 July 20251 (Unaudited) |
Twelve months
31 January 2026 (Audited) |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
Loss for the period |
(3,017) |
(1,018) |
(29,787) |
|
|
|
|
Other comprehensive (expense)/income: |
|
|
|
Items that may be reclassified into profit or loss: |
|
|
|
Exchange differences on translating foreign operations |
296 |
(3,489) |
(5,006) |
Cumulative foreign current translation reserve reclassed on disposal of subsidiaries |
- |
- |
1,304 |
Total items that may be reclassified into profit or loss |
296 |
(3,489) |
(3,702) |
|
|
|
|
Items that will not be reclassified subsequently to profit or loss |
|
|
|
Revaluation of investments |
302 |
240 |
343 |
Total other comprehensive income/(expense) for the period |
598 |
(3,249) |
(3,359) |
Total comprehensive (expense)/income for the period |
(2,419) |
(4,267) |
(33,146) |
|
|
|
|
Attributable to: |
|
|
|
Owners of the parent |
(2,837) |
(4,696) |
(33,603) |
Non-controlling interests |
418 |
429 |
457 |
|
(2,419) |
(4,267) |
(33,146) |
Total comprehensive (expense)/income attributable to owners of the Parent arising from: |
||||
Continuing operations |
(2,837) |
7,583 |
(18,682) |
|
Discontinued operations |
- |
(12,279) |
(14,921) |
|
|
(2,837) |
(4,696) |
(33,603) |
|
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
||||
NEXT 15 GROUP PLC
ADJUSTED RESULTS: KEY PERFORMANCE INDICATORS
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 2025 (Unaudited) |
Net revenue |
214,877 |
230,847 |
Operating charges |
(176,566) |
(191,454) |
EBITDA |
38,311 |
39,393 |
Depreciation and Amortisation |
(6,028) |
(6,394) |
Operating profit |
32,283 |
32,999 |
Interest on finance lease liabilities |
(194) |
(314) |
Adjusted operating profit |
32,089 |
32,685 |
Operating profit margin |
14.9% |
14.2% |
Net finance expense |
(1,929) |
(1,742) |
Other income |
43 |
- |
Adjusted profit before income tax |
30,203 |
30,943 |
Tax |
(7,576) |
(8,117) |
Adjusted profit after tax |
22,627 |
22,826 |
Non-controlling interest |
(418) |
(429) |
Retained profit |
22,209 |
22,397 |
|
|
|
Weighted average number of ordinary shares |
101,116,486 |
100,924,813 |
Diluted weighted average number of ordinary shares |
107,099,648 |
104,618,199 |
|
|
|
Adjusted earnings per share |
22.0p |
22.2p |
Diluted adjusted earnings per share |
20.7p |
21.4p |
|
|
|
Net cash (outflow)/generated from operations before tax |
(5,045) |
5,591 |
Cash outflow on acquisition-related payments |
(6,164) |
(26,161) |
Net debt |
(57,269) |
(45,259) |
|
|
|
Dividend (per share) |
4.75p |
4.75p |
Adjusted results have been presented to provide additional information that may be useful to shareholders to understand the performance of the business by facilitating comparability both year on year and with industry peers. Adjusted results are reconciled to statutory results within the appendix. Per the detail in the appendix (A2), one-off charges for employee incentive schemes, employment linked acquisition payments, restructuring costs, deal costs, Mach49 costs, loss/(gain) on disposals, investment write off, intangible write off, goodwill impairment and property impairment are adjusted for in calculating the adjusted operating charges and amortisation of acquired intangibles is adjusted for in calculating the adjusted depreciation and amortisation. Interest on lease liabilities and unwinding of discount and change in estimate of future contingent consideration payable/receivable and share purchase obligation payables are adjusted for in calculating net finance expense. |
||
NEXT 15 GROUP PLC
CONSOLIDATED BALANCE SHEET AS AT 31 JULY 2026
|
|
31 July 2026 |
31 July 2025 |
31 January 2026 |
|
|
|
(Unaudited) |
(Unaudited) |
(Audited) |
|
|
Note |
£’000 |
£’000 |
£’000 |
|
Assets |
|
|
|
|
|
Property, plant and equipment |
|
4,183 |
6,268 |
5,246 |
|
Right-of-use assets |
|
6,195 |
12,746 |
10,305 |
|
Intangible assets |
|
211,781 |
245,517 |
215,144 |
|
Investments in financial assets |
|
2,818 |
1,445 |
2,480 |
|
Deferred tax asset |
|
57,218 |
49,242 |
54,905 |
|
Other receivables |
|
361 |
267 |
518 |
|
Total non-current assets |
|
282,556 |
315,485 |
288,598 |
|
|
|
|
|
|
|
Trade and other receivables |
|
150,379 |
166,477 |
137,386 |
|
Cash and cash equivalents |
8 |
87,993 |
76,912 |
88,347 |
|
Corporation tax asset |
|
7,782 |
5,837 |
6,904 |
|
Total current assets |
|
246,154 |
249,226 |
232,637 |
|
|
|
|
|
|
|
Total assets |
|
528,710 |
564,711 |
521,235 |
|
Liabilities |
|
|
|
|
|
Loans and borrowings |
8 |
91,541 |
72,804 |
57,252 |
|
Deferred tax liabilities |
|
10,074 |
13,252 |
10,921 |
|
Lease liabilities |
|
3,777 |
9,501 |
6,793 |
|
Other payables |
|
- |
106 |
- |
|
Provisions |
|
3,997 |
5,484 |
6,204 |
|
Contingent consideration |
9 |
- |
16,041 |
- |
|
Total non-current liabilities |
|
109,389 |
117,188 |
81,170 |
|
|
|
|
|
|
|
Overdraft |
8 |
53,721 |
49,367 |
66,730 |
|
Trade and other payables |
|
162,527 |
158,524 |
157,448 |
|
Lease liabilities |
|
6,367 |
8,480 |
7,476 |
|
Provisions |
|
4,453 |
5,414 |
5,470 |
|
Corporation tax liability |
|
1,472 |
4,338 |
1,226 |
|
Contingent consideration |
9 |
71,472 |
51,357 |
68,942 |
|
Additional contingent incentive |
9 |
- |
392 |
403 |
|
Deferred consideration |
9 |
- |
4,698 |
472 |
|
Share purchase obligation |
9 |
- |
912 |
- |
|
Total current liabilities |
|
300,012 |
283,482 |
308,167 |
|
|
|
|
|
|
|
Total liabilities |
|
409,401 |
400,670 |
389,337 |
|
|
|
|
|
|
|
TOTAL NET ASSETS |
|
119,309 |
164,041 |
131,898 |
|
Equity |
|
|
|
|
|
Share capital |
|
2,554 |
2,523 |
2,526 |
|
Share premium reserve |
|
3,109 |
192,654 |
298 |
|
Share purchase reserve |
|
(2,673) |
(2,643) |
(2,673) |
|
Foreign currency translation reserve |
|
3,115 |
673 |
2,819 |
|
Other reserves |
|
3,105 |
608 |
3,105 |
|
Retained earnings/(loss) |
|
110,099 |
(29,248) |
125,823 |
|
Total equity attributable to owners of the parent |
|
119,309 |
164,567 |
131,898 |
|
Non-controlling interests |
|
- |
(526) |
- |
|
TOTAL EQUITY |
|
119,309 |
164,041 |
131,898 |
|
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE SIX MONTHS ENDED 31 JULY 2026
|
Share capital |
Share premium reserve |
Share purchase reserve |
Foreign currency translation reserve |
Other reserves1 |
Retained earnings |
Equity attributable to owners of the Company |
Non-controlling interests |
Total equity |
|
|
|
|
|
|
|
|
|
|
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
|
|
|
|
|
|
|
|
|
At 31 January 2025 (audited) |
2,523 |
192,654 |
(2,643) |
4,162 |
608 |
(15,633) |
181,671 |
(479) |
181,192 |
(Loss)/profit for the period |
- |
- |
- |
- |
- |
(1,447) |
(1,447) |
429 |
(1,018) |
Other comprehensive (expense)/income for the period |
- |
- |
- |
(3,489) |
- |
240 |
(3,249) |
- |
(3,249) |
Total comprehensive (expense)/income for the period |
- |
- |
- |
(3,489) |
- |
(1,207) |
(4,696) |
429 |
(4,267) |
Shares issued on satisfaction of vested performance shares |
- |
- |
- |
- |
- |
(1,979) |
(1,979) |
- |
(1,979) |
Movement in relation to share-based payments net of tax |
- |
- |
- |
- |
- |
430 |
430 |
- |
430 |
Dividends to owners of the parent |
- |
- |
- |
- |
- |
(10,698) |
(10,698) |
- |
(10,698) |
Movement on reserves for non-controlling interests |
- |
- |
- |
- |
- |
(245) |
(245) |
245 |
- |
Non-controlling interest reversed in the period |
- |
- |
- |
- |
- |
84 |
84 |
(84) |
- |
Non-controlling interest dividend |
- |
- |
- |
- |
- |
- |
- |
(637) |
(637) |
At 31 July 2025 (unaudited) |
2,523 |
192,654 |
(2,643) |
673 |
608 |
(29,248) |
164,567 |
(526) |
164,041 |
(Loss)/profit for the period |
- |
- |
- |
- |
- |
(28,797) |
(28,797) |
28 |
(28,769) |
Reclass FCTR recycled to retained earnings |
- |
- |
- |
4,826 |
- |
(4,826) |
- |
- |
- |
Other comprehensive (expense)/income for the period |
- |
- |
- |
(213) |
- |
103 |
(110) |
- |
(110) |
Total comprehensive income/(expense) for the period |
- |
- |
- |
4,613 |
- |
(33,520) |
(28,907) |
28 |
(28,879) |
Shares issued on satisfaction of vested performance shares |
3 |
298 |
- |
- |
- |
(488) |
(187) |
- |
(187) |
Capital reduction |
- |
(192,654) |
- |
- |
- |
192,654 |
- |
- |
- |
Reclassification2 |
- |
- |
(30) |
(2,467) |
2,497 |
- |
- |
- |
- |
Movement in relation to share-based payments net of tax |
- |
- |
- |
- |
- |
1,070 |
1,070 |
- |
1,070 |
Dividends to owners of the Parent |
- |
- |
- |
- |
- |
(4,794) |
(4,794) |
- |
(4,794) |
Movement due to ESOP share purchases |
- |
- |
- |
- |
(1) |
- |
(1) |
- |
(1) |
Movement due to ESOP share option exercises |
- |
- |
- |
- |
1 |
- |
1 |
- |
1 |
Movement on reserves for non-controlling interests |
- |
- |
- |
- |
- |
149 |
149 |
(149) |
- |
Non-controlling interest reversed on disposal |
- |
- |
- |
- |
- |
- |
- |
841 |
841 |
Non-controlling dividend |
- |
- |
- |
- |
- |
- |
- |
(194) |
(194) |
At 31 January 2026 (audited) |
2,526 |
298 |
(2,673) |
2,819 |
3,105 |
125,823 |
131,898 |
- |
131,898 |
(Loss)/profit for the period |
- |
- |
- |
- |
- |
(3,435) |
(3,435) |
418 |
(3,017) |
Other comprehensive income for the period |
- |
- |
- |
296 |
- |
302 |
598 |
- |
598 |
Total comprehensive income/(expense) for the period |
- |
- |
- |
296 |
- |
(3,133) |
(2,837) |
418 |
(2,419) |
Shares issued on satisfaction of vested performance shares |
18 |
1,805 |
- |
- |
- |
(1,953) |
(130) |
- |
(130) |
Shares issued on acquisitions |
10 |
1,006 |
- |
- |
- |
- |
1,016 |
- |
1,016 |
Movement in relation to share-based payments net of tax |
- |
- |
- |
- |
- |
264 |
264 |
- |
264 |
Dividends to owners of the parent |
- |
- |
- |
- |
- |
(10,710) |
(10,710) |
- |
(10,710) |
Movement due to ESOP share purchases |
- |
- |
- |
- |
(1) |
- |
(1) |
- |
(1) |
Movement due to ESOP share option exercises |
- |
- |
- |
- |
1 |
- |
1 |
- |
1 |
Movement on reserves for non-controlling interests |
- |
- |
- |
- |
- |
(192) |
(192) |
192 |
- |
Non-controlling interest dividend |
- |
- |
- |
- |
- |
- |
- |
(610) |
(610) |
At 31 July 2026 (unaudited) |
2,554 |
3,109 |
(2,673) |
3,115 |
3,105 |
110,099 |
119,309 |
- |
119,309 |
1 Other reserves include capital redemption reserve and merger reserve. 2 In the prior year, the Group has reclassed the nominal value of the shares acquired and subsequently cancelled under the share buy back programme from the share purchase reserve to capital redemption reserve. The Group has also reclassed the net investment hedging reserve arising from prior years to the foreign currency translation reserve. |
|||||||||
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD ENDED 31 JULY 2026
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
|
£’000 |
£’000 |
£’000 |
Cash flows from operating activities |
|
|
|
(Loss)/profit for the period from continuing operations |
(3,017) |
11,261 |
(14,866) |
Loss for the period from discontinued operations |
- |
(12,279) |
(14,921) |
Adjustments for: |
|
|
|
Depreciation |
4,246 |
4,804 |
9,380 |
Amortisation |
8,743 |
8,945 |
17,068 |
Movement in fair value of other financial liabilities |
4,570 |
1,183 |
8,433 |
Finance expense |
2,346 |
2,472 |
5,564 |
Finance income |
(223) |
(416) |
(719) |
Property impairment |
1,629 |
- |
- |
Impairment of goodwill, intangibles and investments |
- |
- |
16,299 |
Loss on sale of property, plant and equipment |
60 |
5 |
8 |
Loss/(gain) on disposal of subsidiary |
1,138 |
(4,108) |
3,213 |
Income tax expense |
1,504 |
4,554 |
1,487 |
Employment linked acquisition provision charge |
1,306 |
3,389 |
5,181 |
Settlement of employment linked acquisition payments |
(2,604) |
(21,219) |
(23,438) |
Share-based payment charges |
399 |
302 |
1,153 |
Adjustments relating to discontinued operations |
- |
9,656 |
5,632 |
|
|
|
|
Net cash inflow from operating activities before changes in working capital |
20,097 |
8,549 |
19,474 |
|
|
|
|
Change in trade and other receivables |
(13,376) |
(10,294) |
15,764 |
Change in trade and other payables |
(6,956) |
14,666 |
27,007 |
Movement in other liabilities |
(835) |
(72) |
1,022 |
|
(21,167) |
4,300 |
43,793 |
|
|
|
|
Net cash (outflow)/inflow from operations before tax outflows |
(1,070) |
12,849 |
63,267 |
Income taxes paid |
(3,975) |
(7,258) |
(12,391) |
|
|
|
|
Net cash (outflow)/inflow from operating activities |
(5,045) |
5,591 |
50,876 |
|
|
|
|
Cash flows from investing activities |
|
|
|
Disposal of subsidiaries and trade and assets, net of cash disposed |
(914) |
1,696 |
1,118 |
Acquisition of investments in financial assets |
- |
(378) |
(364) |
Acquisition of property, plant and equipment |
(724) |
(848) |
(1,755) |
Proceeds on disposal of property, plant and equipment |
3 |
6 |
- |
Acquisition of intangible assets |
(4,555) |
(3,076) |
(7,075) |
Movement in long-term cash deposits |
156 |
131 |
476 |
Dividends received |
43 |
- |
- |
Income from finance lease receivables |
344 |
529 |
983 |
Interest received |
198 |
377 |
650 |
Net cash outflow from investing activities |
(5,449) |
(1,563) |
(5,967) |
NEXT 15 GROUP PLC
CONSOLIDATED STATEMENT OF CASH FLOW (Continued)
FOR THE PERIOD ENDED 31 JULY 2026
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
|
£’000 |
£’000 |
£’000 |
Cash flows from financing activities |
|
|
|
Payment of contingent consideration |
(3,560) |
(4,942) |
(11,570) |
Settlement of equity-settled share-based payments in cash |
(171) |
- |
(2,165) |
Capital element of finance lease rental repayment |
(4,416) |
(4,868) |
(9,502) |
Increase in bank borrowings and overdrafts |
83,226 |
91,885 |
173,816 |
Repayment of bank borrowings and overdrafts |
(49,079) |
(82,682) |
(178,936) |
Interest paid |
(2,152) |
(2,158) |
(5,001) |
Dividend and profit share paid to non-controlling interest partners |
(610) |
(637) |
(831) |
Dividends paid to shareholders of the parent |
- |
- |
(15,492) |
Net cash inflow/(outflow) from financing activities |
23,238 |
(3,402) |
(49,681) |
|
|
|
|
Net increase/(decrease) in cash and cash equivalents |
12,744 |
626 |
(4,772) |
|
|
|
|
Cash and cash equivalents including overdraft at beginning of the period |
21,617 |
27,574 |
27,574 |
Exchange loss on cash held |
(89) |
(655) |
(1,185) |
|
|
|
|
Cash and cash equivalents including overdraft at end of the period |
34,272 |
27,545 |
21,617 |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
|||
NOTES TO THE INTERIM RESULTS
FOR THE SIX MONTHS ENDED 31 JULY 2026
1) BASIS OF PREPARATION
The unaudited consolidated interim financial statements represent a condensed set of financial information and have been prepared using the recognition and measurement principles of International Accounting Standards, and in accordance with IAS 34, Interim Financial Reporting. The principal accounting policies used in preparing the results are those the Group has applied in its financial statements for the year ended 31 January 2026.
The comparative financial information for the year ended 31 January 2026 has been derived from the audited statutory financial statements for that period. A copy of those statutory financial statements has been delivered to the Registrar of Companies. The auditor’s report on those accounts was unqualified, did not include references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under section 498(2)-(3) of the Companies Act 2006.
Discontinued operations
In August 2025, the Board announced that it had initiated the process to permanently abandon the operations of Mach49 LLC and its associated entities. Mach49 ceased operations effective 31 January 2026. The Group considers Mach49 as a separate major line of business and therefore following abandonment, the results for the prior period are presented as a discontinued operation in the Group income statement. The Group has undertaken disposals in the year, however, these do not represent a separate major line of business and hence have not been reported as a discontinued operation.
Going concern statement
The Directors have concluded that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. In making this assessment, the Directors have reviewed the Group's budget, forecasts and cash requirements for a period of at least twelve months from the date of this announcement, and have also considered the Group's plans beyond that period.
Stress testing, including scenarios with a significantly weaker trading environment, supports the Directors’ conclusion that the Company and the Group would retain substantial headroom to continue to operate. The Directors have also considered the potential impact of the ongoing arbitration described below on the Group’s liquidity and financial resources.
As announced on 25 June 2025, the Group became aware of potential serious misconduct concerning the Mach49 business which has been reported to the relevant law enforcement agencies. As a result, no further payments have been made to Mach49’s selling shareholder under the earnout agreement in connection with Next 15’s acquisition of Mach49. Our assessment of the strength of our legal position remains unchanged. Confidential arbitration proceedings with the former members of Mach49 in relation to material claims which include the remaining earnout payments are ongoing. The Mach49 business was fully discontinued by 31 January 2026 and reported a loss for the previous financial year. The Company maintains its position regarding the non-payment of the remaining earnout and has counterclaimed for previously paid earnout payments.
As a result of this ongoing matter, the balance sheet includes total contingent consideration of £71.5m, which, even in a reasonable worst case trading scenario, and after taking necessary mitigating cost reduction actions, the Company has sufficient liquidity available to settle. However, the outcome of the arbitration, which is expected to be known within the financial year ending 31 January 2027, is inherently difficult to predict. The Board cannot entirely exclude the possibility of a material adverse financial outcome which could exceed the current forecast liquidity in the longer term. As a result, and arising solely as a consequence of the uncertainty of the outcome of the arbitration, the directors have concluded that there is a material uncertainty related to events or conditions that may cast significant doubt on the group’s and company’s ability to continue as a going concern.
NOTES TO THE INTERIM RESULTS (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
However, in the event of a material adverse financial outcome, the Company has a number of legal and commercial courses of action available which it would consider to protect its long-term financial position, as appropriate at the time. In this regard, the Group's financial position remains healthy.
Net debt at 31 July 26 was £57.3m at a leverage ratio (net debt / adjusted EBITDA) of 0.7, and the Group has access to committed borrowing facilities of £175 million through to December 2027, reducing to £155 million for the subsequent 12-month period. The Group remains healthy, generating good margins and cash from operations, and the Directors are confident in its prospects for continued growth over the next few years. The Group is also pursuing disposal opportunities involving certain subsidiaries aligned with its strategic focus to simplify the Group. These disposals have the potential to generate substantial cash proceeds. These factors, taken together, represent a range of options available to the Group to ensure adequate liquidity in the event of an adverse outcome. The Directors firmly believe the Group will maintain its financial strength throughout the going concern assessment period and beyond. The Board's confidence in the Group's ability to continue as a going concern is underpinned by these factors, and the legal advice it continues to receive.
The Group continues to trade well and in line with expectations and continues to have significant headroom against the Group's long-term financing facilities. Taking all of these factors into account, the Directors are satisfied that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore adopted the going concern basis in preparing these financial statements.
2) SEGMENT INFORMATION
Measurement of operating segment profit
The Board of Directors assesses the performance of the operating segments based on a measure of adjusted operating profit before intercompany recharges and net revenue, which reflects the internal reporting measure used by the Board of Directors. This measurement basis excludes the effects of certain acquisition-related costs and goodwill impairment charges. Head office costs relate to Group costs before allocation of intercompany charges to the operating segments. Intersegment transactions have not been separately disclosed as they are not material. The Board of Directors does not review the assets and liabilities of the Group on a segmental basis and therefore this is not separately disclosed.
|
Retail
|
Data &
|
Digital
|
Marketing
|
Creative
|
Head
|
Total
|
Six months ended 31 July 2026 (Unaudited) |
|
|
|
|
|
|
|
Net revenue |
26,398 |
22,684 |
36,809 |
114,226 |
14,760 |
- |
214,877 |
Adjusted operating profit/(loss) |
5,285 |
2,920 |
6,415 |
24,054 |
1,654 |
(8,239) |
32,089 |
Adjusted operating profit margin2 |
20.0% |
12.9% |
17.4% |
21.1% |
11.2% |
- |
14.9% |
Organic net revenue growth /(decline) |
2.1% |
(11.5)% |
26.8% |
(4.7)% |
(14.6)% |
- |
(1.3)% |
Six months ended 31 July 2025 (Unaudited) |
|
|
|
|
|
|
|
Net revenue |
25,864 |
25,769 |
29,029 |
121,256 |
28,929 |
- |
230,847 |
Adjusted operating profit/(loss) |
4,176 |
3,120 |
4,008 |
26,235 |
2,607 |
(7,461) |
32,685 |
Adjusted operating profit margin2 |
16.1% |
12.1% |
13.8% |
21.6% |
9.0% |
- |
14.2% |
Organic net revenue growth /(decline) |
10.9% |
(6.4)% |
51.2% |
(8.8)% |
(22.8)% |
- |
(5.3)% |
Twelve months ended 31 January 2026 (Audited) |
|
|
|
|
|
|
|
Net revenue |
54,121 |
50,009 |
59,136 |
237,771 |
47,791 |
- |
448,828 |
Adjusted operating profit/(loss) |
10,140 |
7,264 |
8,345 |
53,777 |
4,722 |
(16,611) |
67,637 |
Adjusted operating profit margin2 |
18.7% |
14.5% |
14.1% |
22.6% |
9.9% |
- |
15.1% |
Organic net revenue growth /(decline) |
8.2% |
(8.5)% |
41.8% |
(7.9)% |
(18.6)% |
- |
(4.3)% |
1Following the partial disposal of Elvis, the retail and commerce capabilities of the business remaining has been reclassified to the retail media operating segment from creative services. The prior year figures have been re-presented on a consistent basis. 2Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue |
|||||||
NOTES TO THE INTERIM RESULTS (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
2) SEGMENT INFORMATION (continued)
|
UK |
EMEA |
US |
Asia
|
Head
|
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Six months ended 31 July 2026 (Unaudited) |
|
|
|
|
|
|
Net revenue |
121,587 |
5,521 |
80,877 |
6,892 |
- |
214,877 |
Adjusted operating profit/(loss) |
18,833 |
613 |
19,950 |
932 |
(8,239) |
32,089 |
Adjusted operating profit margin1 |
15.5% |
11.1% |
24.7% |
13.5% |
- |
14.9% |
Organic net revenue (decline)/growth |
(2.9)% |
(9.0)% |
2.1% |
(5.8)% |
- |
(1.3)% |
Six months ended 31 July 2025 (Unaudited) |
|
|
|
|
|
|
Net revenue |
129,589 |
5,920 |
87,924 |
7,414 |
- |
230,847 |
Adjusted operating profit/(loss) |
19,840 |
955 |
18,637 |
714 |
(7,461) |
32,685 |
Adjusted operating profit margin1 |
15.3% |
16.1% |
21.2% |
9.6% |
- |
14.2% |
Organic net revenue (decline)/growth |
(2.3)% |
1.6% |
(9.3)% |
(5.2)% |
- |
(5.3)% |
Twelve months ended 31 January 2026 (Audited) |
|
|
|
|
|
|
Net revenue |
252,614 |
12,266 |
169,167 |
14,781 |
- |
448,828 |
Adjusted operating profit/(loss) |
41,912 |
2,414 |
37,885 |
2,037 |
(16,611) |
67,637 |
Adjusted operating profit margin1 |
16.6% |
19.7% |
22.4% |
13.8% |
- |
15.1% |
Organic net revenue (decline)/growth |
(1.8)% |
(0.3)% |
(7.9)% |
(3.3)% |
- |
(4.3)% |
1Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue. |
||||||
3) TAXATION
The tax charge on adjusted profit for the six months ended 31 July 2026 is £7,576,000 (H1 FY26: £8,117,000), equating to an adjusted effective tax rate of 25.1%, compared to 26.2% in the prior period. The Group’s adjusted effective tax rate was lower than the rate achieved in prior year largely due to differing rates of overseas taxes and a reduction in withholding taxes.
The statutory tax charge for the six months ended 31 July 2026 is £1,504,000 (H1 FY26: £4,554,000), equating to an effective tax rate of negative 99.4%, compared to 28.8% in the prior period.
4) DIVIDENDS
An interim dividend of 4.75p (six months ended 31 July 2025: 4.75p) per ordinary share will be paid on 20 November 2026 to shareholders listed on the register of members on 16 October 2026. Shares will go ex-dividend on 15 October 2026. The last date for DRIP elections to be returned to the registrar is 30 October 2026.
5) FINANCE EXPENSE
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
||
|
£’000 |
|
£’000 |
|
£’000 |
Financial liabilities at amortised cost |
|
|
|
|
|
Bank interest payable |
1,972 |
|
2,152 |
|
4,902 |
Interest on lease liabilities |
194 |
|
314 |
|
563 |
Other |
|
|
|
|
|
Other interest payable |
180 |
|
6 |
|
99 |
Finance expense |
2,346 |
|
2,472 |
|
5,564 |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. 2These items are adjusted for in calculating the adjusted net finance expense. |
|||||
NOTES TO THE INTERIM RESULTS (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
6) FINANCE INCOME
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 2025 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
||
|
£’000 |
|
£’000 |
|
£’000 |
Financial assets at amortised cost |
|
|
|
|
|
Bank interest receivable |
177 |
|
295 |
|
500 |
Finance lease interest receivable |
25 |
|
39 |
|
69 |
Other |
|
|
|
|
|
Other interest receivable |
21 |
|
82 |
|
150 |
Finance income |
223 |
|
416 |
|
719 |
7) EARNINGS PER SHARE
|
Six months ended 31 July 2026 (Unaudited) |
|
Six months ended 31 July 20251 (Unaudited) |
|
Twelve months ended 31 January 2026 (Audited) |
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
(Loss)/profit attributable to ordinary shareholders from continuing operations |
(3,435) |
|
10,832 |
|
(15,323) |
Loss attributable to ordinary shareholders from discontinued operations |
- |
|
(12,279) |
|
(14,921) |
|
|
|
|
|
|
|
Number |
|
Number |
|
Number |
|
|
|
|
|
|
Weighted average number of ordinary shares |
101,116,486 |
|
100,924,813 |
|
100,940,584 |
Dilutive LTIP & Options shares |
1,567,703 |
|
890,522 |
|
912,194 |
Dilutive Growth Deal shares |
3,950,456 |
|
2,135,482 |
|
3,796,884 |
Other potentially issuable shares |
465,003 |
|
667,382 |
|
712,623 |
|
|
|
|
|
|
Diluted weighted average number of ordinary shares |
107,099,648 |
|
104,618,199 |
|
106,362,285 |
|
|
|
|
|
|
Basic (loss)/earnings per share from continuing operations |
(3.4)p |
|
10.7p |
|
(15.2)p |
Basic loss per share from continuing and discontinued operations |
(3.4)p |
|
(1.4)p |
|
(30.0)p |
|
|
|
|
|
|
Diluted (loss)/earnings per share from continuing operations |
(3.4)p |
|
10.4p |
|
(15.2)p |
Diluted loss per share from continuing and discontinued operations |
(3.4)p |
|
(1.4)p |
|
(30.0)p |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
|||||
NOTES TO THE INTERIM RESULTS (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
8) NET DEBT
The Group has a £175m revolving credit facility (‘RCF’) with a consortium of four banks. The £175m RCF is available until December 2027, after which the facility reduces to £155m for a further year. The £175m RCF is provided by a consortium of four banks and for the final year it will be provided by a consortium of three banks. As part of the arrangement, the Group has an additional £25m accordion option.
The RCF is available for permitted acquisitions and working capital requirements and is due to be repaid from the trading cash flows of the Group. The facility is available in a combination of sterling, US dollar and/or euro. The margin payable on each facility is dependent upon the level of gearing in the business. The Group also maintains a US facility of US$7m (FY26: US$7m), available for property rental guarantees and US-based working capital requirements.
31 July 2026
|
31 July 2025
|
31 January
(Audited) |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
Total loans and borrowings and overdraft |
145,262 |
122,171 |
123,982 |
Less: cash and cash equivalents |
(87,993) |
(76,912) |
(88,347) |
Net debt |
57,269 |
45,259 |
35,635 |
Share purchase obligation |
- |
912 |
- |
Deferred consideration |
- |
4,698 |
472 |
Contingent consideration |
71,472 |
67,398 |
68,942 |
Net debt excluding lease liabilities plus other financial liabilities |
128,741 |
118,267 |
105,049 |
9) OTHER FINANCIAL AND NON-FINANCIAL LIABILITIES
Deferred
|
Contingent
|
Additional
|
Share
|
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
|
At 31 January 2025 (Audited) |
4,416 |
72,716 |
2,303 |
1,929 |
81,364 |
Exchange differences |
- |
(3,952) |
(140) |
(113) |
(4,205) |
Utilised |
- |
(3,094) |
(1,848) |
- |
(4,942) |
Unwinding of discount |
295 |
4,624 |
86 |
113 |
5,118 |
Change in estimate |
(13) |
(2,896) |
(9) |
(1,017) |
(3,935) |
At 31 July 2025 (Unaudited) |
4,698 |
67,398 |
392 |
912 |
73,400 |
Exchange differences |
- |
(2,397) |
(80) |
(40) |
(2,517) |
Utilised |
(4,394) |
(2,300) |
66 |
- |
(6,628) |
Disposals |
- |
- |
- |
(880) |
(880) |
Unwinding of discount |
197 |
5,144 |
33 |
- |
5,374 |
Change in estimate |
(29) |
1,097 |
(8) |
8 |
1,068 |
At 31 January 2026 (Audited) |
472 |
68,942 |
403 |
- |
69,817 |
Exchange differences |
- |
1,182 |
9 |
- |
1,191 |
Utilised |
(500) |
(3,180) |
(425) |
- |
(4,105) |
Unwinding of discount |
28 |
3,433 |
8 |
- |
3,469 |
Change in estimate |
- |
1,095 |
5 |
- |
1,100 |
At 31 July 2026 (Unaudited) |
- |
71,472 |
- |
- |
71,472 |
Current |
- |
71,472 |
- |
- |
71,472 |
Non-current |
- |
- |
- |
- |
- |
NOTES TO THE INTERIM RESULTS (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
9) OTHER FINANCIAL LIABILITIES (continued)
The estimates around contingent consideration are considered by management to be an area of significant judgement, with any changes in assumptions creating volatility in the income statement. Management estimates the fair value of these liabilities taking into account expectations of future payments. During the first half of the year, earnout liabilities increased by a net £1.7m, primarily driven by unwinding of discount £3.5m and change in estimates of £1.1m, offset by settlements during the period £4.1m.
Changes in the estimates of contingent consideration payable are recognised in the movement in fair value of other financial liabilities. Estimations are included for other uncertainties deriving from the purchase agreements, which are subject to final negotiations which ultimately determine the future payments. An increase in the liability would result in a further loss in net movement in fair value expense, while a decrease would result in a gain. At 31 July 2026, the discounted estimate of the contingent consideration was £71.5m. Management has determined that a reasonable possible range of discounted outcomes within the next financial year is £3.7m to £87.8m.
Contingent Liabilities
As announced on 25 June 2025, the Group became aware of potential serious misconduct concerning the Mach49 business which has been reported to the relevant law enforcement agencies. As a result, no further payments have been made to Mach49’s selling shareholder under the earnout agreement in connection with Next 15’s acquisition of Mach49.
Arbitration proceedings with the former members of Mach49 in relation to material claims which include the remaining earnout payments are still in progress, see Note 1 for further details. Until such time as these proceedings are finally concluded, the Group considers that the earnout liability, disclosed elsewhere in this note, has not met the criteria for de-recognition under IFRS 9 Financial Instruments. A ruling on the arbitration is expected within the financial year ending 31 January 2027.
The Group maintains its position regarding the non-payment of the remaining earnout and has determined that no outflow in excess of the earnout liability currently recognised is probable for the other related claims and therefore no provision has been recognised in relation to these claims. The Group has also counterclaimed for previously paid earnout payments. The Board has concluded that disclosure of a potential range of outcomes would not provide meaningful information to shareholders and, whilst the amount of the claims could be material, it would not be practical to disclose an estimate of the financial effect given the level of uncertainty involved.
The Group continues to fully cooperate with law enforcement agencies, and at this stage, there is significant uncertainty in relation to the outcome of any potential steps taken by law enforcement agencies and any potential financial impact to the Group.
In addition to the above, the Group is party to various legal claims and disputes which arise in the normal course of business. Provisions are recognised for outcomes that are deemed probable and can be reliably estimated. Any material liability in respect of legal actions and claims not already provided for is deemed to be remote.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES
FOR THE SIX MONTHS ENDED 31 JULY 2026
Introduction
In the reporting of financial information, the Directors have adopted various alternative performance measures (‘APMs’). The Group includes these non-GAAP measures as they consider these measures to be both useful and necessary to the readers of the financial statements to help understand the performance of the Group. The Group’s measures may not be calculated in the same way as similarly titled measures reported by other companies and therefore should be considered in addition to IFRS measures.
Purpose
The Directors believe that these APMs are highly relevant as they reflect how the Board measures the performance of the business and align with how shareholders value the business. They also allow understandable like-for-like, year-on-year comparisons and more closely correlate with the cash inflows from operations and working capital position of the Group.
They are used by the Group for internal performance analyses and the presentation of these measures facilitates better comparability with other industry peers as they adjust for non-recurring or uncontrollable factors which materially affect IFRS measures.
A1: RECONCILIATION OF STATUTORY OPERATING PROFIT TO ADJUSTED OPERATING PROFIT
A reconciliation of segment adjusted operating profit to segment adjusted operating profit and statutory operating profit/(loss) is provided as follows:
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
||
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Statutory operating profit/(loss) |
5,136 |
|
19,054 |
|
(101) |
Interest on finance lease liabilities |
(194) |
|
(314) |
|
(563) |
Statutory operating profit/(loss) after interest on finance lease liabilities |
4,942 |
|
18,740 |
|
(664) |
Charge for one-off employee incentive schemes (A2) |
- |
|
- |
|
470 |
Employment linked acquisition payments (A2) |
1,306 |
|
3,389 |
|
5,181 |
Property impairment (A2) |
1,629 |
|
- |
|
- |
Goodwill impairment (A2) |
- |
|
- |
|
10,426 |
Costs associated with operational restructuring (A2) |
3,799 |
|
1,910 |
|
10,895 |
Deal costs (A2) |
2,300 |
|
1,008 |
|
1,937 |
Intangibles write off (A2) |
- |
|
- |
|
5,049 |
Investment write off (A2) |
- |
|
- |
|
824 |
Amortisation of acquired intangibles (A2) |
6,961 |
|
7,355 |
|
13,890 |
Loss/(gain) on disposal of subsidiaries (A2) |
1,138 |
|
(4,108) |
|
3,213 |
Mach49 costs (A2) |
10,014 |
|
4,391 |
|
16,416 |
Adjusted operating profit |
32,089 |
|
32,685 |
|
67,637 |
|
|
|
|
|
|
Adjusted operating profit margin |
14.9% |
|
14.2% |
|
15.1% |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
|||||
Adjusted operating profit margin is calculated based on the adjusted operating profit as a percentage of net revenue.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
A2: RECONCILIATION OF STATUTORY PROFIT BEFORE TAX TO ADJUSTED PROFIT BEFORE TAX
|
Six months ended 31 July 2026 (Unaudited) |
|
Six months ended 31 July 20251 (Unaudited) |
|
Twelve months ended 31 January 2026 (Audited) |
|
£’000 |
|
£’000 |
|
£’000 |
|
|
|
|
|
|
Statutory (loss)/profit before income tax |
(1,513) |
|
15,815 |
|
(13,379) |
Unwinding of discount on deferred and contingent consideration and share purchase obligation payable2 |
3,469 |
|
5,118 |
|
10,491 |
Change in estimate of future deferred and contingent consideration and share purchase obligation payable2 |
1,100 |
|
(3,935) |
|
(2,058) |
Charge for one-off employee incentive scheme 3 |
- |
|
- |
|
470 |
Employment linked acquisition payments 4 |
1,306 |
|
3,389 |
|
5,181 |
Costs associated with operational restructuring 5 |
3,799 |
|
1,910 |
|
10,895 |
Deal costs6 |
2,300 |
|
1,008 |
|
1,937 |
Property impairment7 |
1,629 |
|
- |
|
- |
Mach49 costs8 |
10,014 |
|
4,391 |
|
16,416 |
Intangibles write off9 |
- |
|
- |
|
5,049 |
Goodwill impairment10 |
- |
|
- |
|
10,426 |
Investment write-off11 |
- |
|
- |
|
824 |
Loss/(gain) on disposal of subsidiaries12 |
1,138 |
|
(4,108) |
|
3,213 |
Amortisation of acquired intangibles13 |
6,961 |
|
7,355 |
|
13,890 |
Adjusted profit before income tax |
30,203 |
|
30,943 |
|
63,355 |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. 2The Group adjusts for the remeasurement of the acquisition-related liabilities within the adjusted performance measures in order to aid comparability of the Group’s results year on year as the charge/credit from remeasurement can vary significantly depending on the underlying brand’s performance. It is non-cash and its directional impact to the income statement is opposite to the brand’s performance driving the valuations. The unwinding of discount on these liabilities is also excluded from underlying performance on the basis that it is non-cash and the balance is driven by the Group’s assessment of the time value of money and this exclusion ensures comparability. 3In the prior year the Group recognised charges relating to transactions whereby a restricted grant of brand equity was given to key management in M Booth & Associates LLC at nil cost which holds value in the form of access to future profit distributions as well as any future sale value under the performance-related mechanism set out in the share sale agreement. This value is recognised as an upfront cost in the income statement in the year of grant as the agreements do not include service requirements, thus the cost accounting is not aligned with the timing of the anticipated benefit of the incentive, namely the growth of the relevant brands. 4This charge relates to payments linked to the continuing employment of the sellers which is being recognised as an expense over the period of employment as required by accounting standards. Although these costs are not exceptional or non-recurring, the Group determined they should be excluded from the underlying performance as the costs relate to acquiring the business. The sellers of the business are typically paid market salaries and bonuses in addition to these acquisition-related payments and therefore the Group determines these costs solely relate to acquiring the business. Adjusting for these within the Group’s adjusted performance measures gives a better reflection of the Group’s profitability and enhances comparability year-on-year. 5In the current year the Group has incurred £3.8m of restructuring costs relating to staff redundancies as we proactively reduced our cost base to take account of the weakness in demand from tech clients and anticipated efficiencies. Only costs that relate to roles permanently being eliminated from the business with no intention to replace are adjusted for. In both years, the costs do not relate to underlying trading of the relevant brands and have been added back to aid comparability of performance year on year. |
|||||
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
A2: RECONCILIATION OF STATUTORY PROFIT BEFORE TAX TO ADJUSTED PROFIT BEFORE TAX (Continued)
6These costs are directly attributable to business combinations and divestments, as well as aborted divestments, acquisitions and other structural reorganisations of the Group. The charges are excluded from performance as they would not have been incurred had the business not explored these structural changes and a higher or lower spend has no relation on the organic business. They do not relate to the trading of the Group and are added back each year to aid comparability of the Group’s profitability year on year. |
7In the current year the Group recognised charges relating to the rationalisation of the Group’s property footprint as part of the ongoing cost discipline programme. The Group adjusted for this cost, as the additional one-off impairment charge did not relate to the underlying trading of the business and therefore added back to aid comparability. |
8The Group has incurred legal and adviser fees totalling £10.0m, as a result of the work done in the year relating to the potential serious misconduct and arbitration proceeding. Due to the one-off nature of these costs, the Group added these costs back in calculating its adjusted profit numbers to give a better indication of trading profitability and to enable comparability year on year. |
9In the prior year the Group took an impairment charge of £5.0m relating to the identified customer relationships that were recognised on the acquisition of Engine Acquisition Limited and allocated to House337. The Group adjusted for this cost, as the charge was one-off and did not relate to the underlying trading of the business, and it was therefore added back to aid comparability of the Group’s profitability year on year. |
10In the prior year the Group took an impairment charge against the carrying value of goodwill relating to House 337 £8.2m and Elvis £2.2m. Following a full review, it was identified that the value-in-use on the associated cash-generating unit was less than the carrying value of goodwill, resulting in negative headroom. Therefore, an impairment charge has been recognised. The Group adjusted for this cost, as the charge was one-off did not relate to the underlying trading of the business, and it was therefore added back to aid comparability of the Group’s profitability year on year. |
11The Group previously entered into a simple agreement for future equity (’SAFE’). Following a review in the prior year, the Group terminated the SAFE agreement resulting in the write-off of the total investment of £0.8m. The Group adjusted for this cost, as the charge was one-off and did not relate to the underlying trading of the business, and it was therefore added back to aid comparability of the Group’s profitability year on year. |
12In the current year progress has been made in simplifying the Group which has included the part disposal of Elvis, resulting in a loss on disposal of £1.1m. In the prior year, the Group disposed of Palladium, Beyond, The Blueshirt Group and Blueshirt Capital Advisors, resulting in an overall loss on disposals of £3.2m for consideration of £7.5m. These do not relate to underlying trading, and the respective gain/loss would not have been recognised had the disposal not occurred. For that reason, the Group added these costs back in calculating its adjusted profit numbers to give a better indication of underlying trading profitability and to enable comparability year on year. |
13In line with its peer group, the Group adds back amortisation of acquired intangibles. Judgement is applied in the allocation of the purchase price between intangibles and goodwill, and in determining the useful economic lives of the acquired intangibles. The judgements made by the Group are inevitably different to those made by our peers and as such amortisation of acquired intangibles been added back to aid comparability. |
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
Adjusted profit before income tax has been presented to provide additional information which may be useful to the reader. Adjusted earnings to ordinary shareholders is a measure of performance used in the calculation of the adjusted earnings per share. This measure is considered an important indicator of the performance of the business and so it is used for the vesting of employee performance shares.
A3: RECONCILIATION OF ADJUSTED TAX EXPENSE
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
||
|
|
£’000 |
|
£’000 |
|
|
|
|
|
Income tax expense reported in the Consolidated Income Statement |
|
1,504 |
|
4,554 |
Add back tax on adjusting items: |
|
|
|
|
Costs associated with operational restructuring |
|
1,043 |
|
493 |
Unwinding of discount and change in estimates of future deferred and contingent consideration and share purchase obligation payable |
|
776 |
|
142 |
Amortisation of acquired intangibles |
|
1,750 |
|
2,010 |
Mach49 costs |
|
2,503 |
|
918 |
Adjusted tax expense |
|
7,576 |
|
8,117 |
Adjusted profit before income tax |
|
30,203 |
|
30,943 |
Adjusted effective tax rate |
|
25.1% |
|
26.2% |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
||||
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
A4: RECONCILIATION OF ADJUSTED EARNINGS PER SHARE
|
Six months ended 31 July 2026 (Unaudited) |
Six months ended 31 July 20251 (Unaudited) |
Twelve months ended 31 January 2026 (Audited) |
|
£’000 |
£’000 |
£’000 |
|
|
|
|
(Loss)/profit attributable to ordinary shareholders |
(3,435) |
10,832 |
(15,323) |
Unwinding of discount on future deferred and contingent consideration and share purchase obligation payable |
3,469 |
5,118 |
10,491 |
Change in estimate of future contingent consideration and share purchase obligation payable |
1,100 |
(3,935) |
(2,058) |
One-off charges for employee incentive schemes |
- |
- |
470 |
Costs associated with restructuring |
3,799 |
1,910 |
10,895 |
Property impairment |
1,629 |
- |
- |
Mach49 costs |
10,014 |
4,391 |
16,416 |
Amortisation of acquired intangibles |
6,961 |
7,355 |
13,890 |
Intangible write off |
- |
- |
5,049 |
Investment write off |
- |
- |
824 |
Loss/(gain) on disposals |
1,138 |
(4,108) |
3,213 |
Goodwill impairment |
- |
- |
10,426 |
Employment linked acquisition payments |
1,306 |
3,389 |
5,181 |
Deal costs |
2,300 |
1,008 |
1,937 |
Tax effect of adjusting items above |
(6,072) |
(3,563) |
(14,180) |
Adjusted earnings attributable to ordinary shareholders |
22,209 |
22,397 |
47,231 |
|
|
|
|
|
|
|
|
|
Number |
Number |
Number |
|
|
|
|
Weighted average number of ordinary shares |
101,116,486 |
100,924,813 |
100,940,584 |
Dilutive LTIP shares |
1,567,703 |
890,522 |
912,194 |
Dilutive growth deal shares |
3,950,456 |
2,135,482 |
3,796,884 |
Other potentially issuable shares |
465,003 |
667,382 |
712,623 |
|
|
|
|
Diluted weighted average number of ordinary shares |
107,099,648 |
104,618,199 |
106,362,285 |
Adjusted earnings per share |
22.0p |
22.2p |
46.8p |
Diluted adjusted earnings per share |
20.7p |
21.4p |
44.4p |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
|||
Adjusted and diluted adjusted earnings per share have been presented to provide additional information which may be useful to shareholders to understand the performance of the business by facilitating comparability both year on year and with industry peers. The adjusted earnings per share is the performance measure used for the vesting of employee performance shares.
APPENDIX – ALTERNATIVE PERFORMANCE MEASURES (Continued)
FOR THE SIX MONTHS ENDED 31 JULY 2026
A5: RECONCILIATION OF NET REVENUE
|
|
Six months ended
|
Six months ended
|
Twelve months ended
|
|
|
£’000 |
£’000 |
£’000 |
|
|
|
|
|
Revenue |
|
299,399 |
316,103 |
617,275 |
Direct costs |
|
(84,522) |
(85,256) |
(168,447) |
Net revenue |
|
214,877 |
230,847 |
448,828 |
1Prior year figures have been re-presented to exclude Mach49 which is separately reported as a discontinued operation. |
||||
Organic net revenue growth is defined as the net revenue growth at constant currency excluding the impact of acquisitions and disposals in the last 12 months. For acquisitions made in the prior year, only the corresponding months of ownership are included in the calculation of growth.
A5: MEASUREMENT OF NET REVENUE AND ADJUSTED OPERATING PROFIT SPLIT BY TRACK
In addition to the reportable operating segments, the businesses within the Group are categorised into three tracks. The track classification determines how capital is allocated across the Group, in line with the Group’s strategy. The following table shows the split of alternative performance measures by track classification.
|
Track 1 |
Track 2 |
Track 3 |
Head Office |
Total |
|
£’000 |
£’000 |
£’000 |
£’000 |
£’000 |
Six months ended 31 July 2026 (Unaudited) |
|
|
|
|
|
Net revenue |
143,084 |
68,007 |
3,786 |
- |
214,877 |
Adjusted operating profit/(loss) |
26,302 |
14,592 |
(566) |
(8,239) |
32,089 |
Adjusted operating profit margin |
18.4% |
21.5% |
(14.9)% |
- |
14.9% |
Organic net revenue growth/(decline) |
1.8% |
(4.3)% |
(38.8)% |
- |
(1.3)% |
Six months ended 31 July 2025 (Unaudited) |
|
|
|
|
|
Net revenue |
141,511 |
71,578 |
17,758 |
- |
230,847 |
Adjusted operating profit/(loss) |
25,401 |
15,014 |
(269) |
(7,461) |
32,685 |
Adjusted operating profit margin |
17.9% |
21.0% |
(1.5)% |
- |
14.2% |
Organic net revenue growth/(decline) |
4.2% |
(13.6)% |
(27.0)% |
- |
(5.3)% |
Twelve months ended 31 January 2026 (Audited) |
|
|
|
|
|
Net revenue |
273,359 |
160,940 |
14,529 |
- |
448,828 |
Adjusted operating profit/(loss) |
50,390 |
32,390 |
1,468 |
(16,611) |
67,637 |
Adjusted operating profit margin |
18.4% |
20.1% |
10.1% |
- |
15.1% |
Organic net revenue growth/(decline) |
3.9% |
(15.0)% |
(9.6)% |
- |
(4.3)% |
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