CPPGroup
Plc
("CPP
Group"; "the Group"; or "the Company")
HALF YEAR REPORT FOR THE SIX
MONTHS ENDED 30 JUNE 2024
OPERATIONAL PRIORITIES
DELIVERED AND ENCOURAGING PROGRESS AT BLINK
CPP Group (AIM: CPP), provider of
real-time, digitally delivered assistance products which reduce
disruptions to everyday life for millions of people across the
world, is pleased to announce its half year results for the six
months ended 30 June 2024.
Financial Highlights:
· Group revenue decreased by 2% to £89.1 million (H1 2023
restated: £90.6 million).
· Group EBITDA at £1.1 million (H1 2023 restated: £2.1
million).
· Core
business units4 revenues increased by 1% to £88.2
million (H1 2023: £87.0 million).
· EBITDA from Core business units4 at £4.0 million
(H1 2023: £3.9 million)
· Loss
before tax of £0.7 million (H1 2023 restated: £3.0 million
loss).
· Cash
balance of £11.6 million at 30 June 2024 (H1 2023: £16.0 million;
31 December 2023: £19.0 million).
Operational Highlights:
· Group focused on three Core businesses (Blink Parametric
("Blink"); CPP India, and CPP Turkey).
· Core
businesses:
o Blink secured five new contracts and maintained its 100%
partner renewal rate.
o CPP India and CPP Turkey performed in line with expectations,
despite currency headwinds.
· Change Management Programme ("CMP") completed ahead of
schedule.
· Exit
from Legacy businesses complete, with UK back book in active
run-off.
· Disposal of minority interest in KYND Limited ("KYND")
completed for £2.6 million.
Post period end:
· Subsequent to the reporting date:
o Blink has signed another two contracts, for its parametric
flight disruption services.
o CPP India has secured an extension of the Bajaj Finance
Limited ("Bajaj") contract to 31 December 2027.
o The Group has completed the accelerated disposal of its 51%
interest in Globiva Services Private Ltd ("Globiva") for a total
consideration of approximately £3.8 million of which, £1.1 million
was received in January 2024.
Simon Pyper, CEO of CPP Group, commented:
"Our businesses in India and
Turkey performed very much as expected during the first half of the
year despite currency headwinds and the transfer of part of the
LivCare book to locally based insurers in India. However, our
primary focus continues to be growing Blink - a global product -
and we have made good progress during 2024. Blink now provides
travel disruption solutions to 19 partners across 12
geographies.
Following the completion of the
CMP and exit from our Legacy operations, the Group is now the
business that it set out to become some two years ago, namely an
InsurTech business led by Blink."
Financial and non-financial highlights - continuing
operations
|
£
millions
|
Six months to 30 June
2024
|
Six months to 30 June
2023
(Restated1)
|
Change
|
|
Financial highlights:
|
|
|
|
|
Group
|
|
|
|
|
Revenue
|
89.1
|
90.6
|
(2)%
|
|
EBITDA2
|
1.1
|
2.1
|
(47)%
|
|
Operating (loss)/profit
|
|
|
|
|
- Reported
|
(1.0)
|
(3.3)
|
69%
|
|
-
Underlying3
|
(0.5)
|
1.2
|
(143)%
|
|
(Loss)/profit before tax
|
|
|
|
|
- Reported
|
(0.7)
|
(3.0)
|
76%
|
|
- Underlying3
|
(0.2)
|
1.4
|
(117)%
|
|
(Loss)/profit after tax
|
|
|
|
|
- Reported
|
(2.0)
|
(4.4)
|
55%
|
|
-
Underlying3
|
(1.5)
|
-
|
>(999)%
|
|
Basic loss per share
(pence)
|
|
|
|
|
- Reported
|
(24.28)
|
(52.07)
|
53%
|
|
-
Underlying3
|
(18.66)
|
(2.37)
|
(687)%
|
|
Cash and cash equivalents
|
11.6
|
16.0
|
(27)%
|
|
Segmental
|
|
|
|
|
Revenue
|
|
|
|
|
- Core4
|
88.2
|
87.0
|
1%
|
|
- Legacy5
|
0.9
|
3.6
|
(75)%
|
|
EBITDA
|
|
|
|
|
- Core4
|
1.6
|
1.7
|
(3)%
|
|
- Legacy5
|
(0.5)
|
0.4
|
(203)%
|
1.
Restated to reflect Spain, Italy and Portugal as discontinued
operations (note 2).
2. EBITDA
represents earnings before interest, taxation, depreciation,
amortisation, and
exceptional items.
3.
Underlying operating profit and underlying profit before tax
excludes exceptional items of £0.5 million (H1 2023 restated: £4.4
million restated). The tax effect of the exceptional items is £nil
(H1 2023 restated: £0.1 million). Further detail of exceptional
items is provided in note 4 of the condensed consolidated interim
financial statements.
4. Core
business units comprises revenue and EBITDA from CPP India, CPP
Turkey, Blink Parametric and Globiva. Core total also includes
central costs of £2.4 million (H1 2023 restated: £2.2
million).
5. Legacy
business reflects the UK business which is in run-off and is
principally Card Protection and Identity Protection
policies.
Enquiries:
CPP Group
plc
Simon Pyper, Chief Executive
Officer
Tel: +44 (0)7917 795601
David Bowling, Chief Financial
Officer
Panmure
Liberum
(Nominated Adviser and Sole
Broker)
Tel: +44 (0)20 3100 2000
Richard Lindley
Will
King
About CPP Group:
CPP Group is a technology-driven
assistance company that creates embedded, ancillary, and real-time
assistance products and resolution services that reduce disruption
to everyday life for millions of people across the world, at the
time and place they are needed, CPP Group is listed on AIM,
operated by the London Stock Exchange.
For more
information on CPP visit https://corporate.cppgroup.com/
Chief Executive Officer Statement
First Half Performance
With the completion of the CMP and
exit from our Legacy operations, the Group is now the business that
it set out to become some two years ago, namely an InsurTech
business led by Blink and supported by CPP India and CPP
Turkey.
From a trading perspective, our
focus is to grow Blink by partnering with large global and regional
insurance companies, across multiple geographies and multiple
products. We have made good progress during the year in achieving
this, with Blink now providing travel disruption solutions to 19
partners across 12 geographies. Blink's growth, despite the 100%
renewal rate from existing contracts, will for the foreseeable
future be dependent on securing new business, and new business,
particularly with the scale and complexity of partners we are
targeting, takes time, application and patience.
Our businesses in India and Turkey
performed very much as expected during the first half. CPP India,
despite currency headwinds and the transfer of part of the Bajaj
LivCare book to locally based insurance companies, saw revenues
decline by only 2%. CPP Turkey's performance was very good, with
revenues growing by 125%, offsetting adverse movements in both
foreign exchange, and local inflation rates.
Having completed the CMP and
exited from its Legacy operations the Group has moved to a new
operating model, one which provides central functions at a
significantly reduced cost. This reduction in our central cost base
has allowed the Group to absorb the reduction in the LivCare
business without having to revise earnings forecasts.
In summary, we are doing what we
set out to do when we published our revised strategy for the Group
two years ago in September 2022.
Group Performance
EBITDA from our core business of
£1.6 million was marginally lower than prior year (H1 2023
restated: £1.7 million) reflecting the continued investment in
Blink, the reduction in CPP India LivCare sales, and £0.4 million
adverse currency movements. On the plus side, central overheads,
before recharges to business units, reduced by £0.6 million to £4.1
million reflecting the benefits of the CMP and the move to a new
and more efficient operating model.
1.
Blink
investment: Blink is the Group's
only global product, focused on delivering parametric InsurTech
solutions to the worldwide travel insurance, and consumer
cyber-security markets. It forms an integral part of the Group's
strategy and needs sustained investment over the medium term if it
is to realise its substantial potential. Blink reported an EBITDA
loss of £1.0 million (H1 2023: £0.6 million loss).
2.
CPP
India: the transfer by Bajaj of
part of the LivCare portfolio to locally based insurers reduced
first half revenues by £1.6 million, whilst EBITDA improved by £0.4
million following a reduction in central recharges as the new IT
platform became fully operational. The gross profit margin improved
by 0.7 percentage points to 10.1% (H1 2023: 9.4%) reflecting a
favourable revenue mix change.
3.
Currency
headwinds: the Group derives 95% of
its revenues in Indian rupees which has seen a weakening against
sterling of 4% for the period, whilst the Turkish lira has
depreciated by 60%. On a constant currency basis, the Group would
have reported an additional £0.4 million of EBITDA.
4.
Central
overheads: the cost of central
functions before recharges reduced by £0.6 million to £4.1 million
(H1 2023 restated: £4.7 million) reflecting the benefit of the
completion of the CMP. The majority of the reduction in costs
relates to Group IT services. Net of recharges reported central
costs were £2.4 million (H1 2023 restated: £2.2 million). It is
expected that 2024 full year central costs after recharges will
show a notable reduction on the prior year.
The operating loss of £1.0 million
(H1 2023 restated: £3.3 million loss) includes exceptional items of
£0.5 million (H1 2023 restated: £4.4 million) which are associated
with the CMP.
Outlook
We are confident about the outlook
and growth prospects for our Core operations and are pleased to
have secured a contract extension with our largest customer,
Bajaj.
With the CMP now complete, we are
fully focused on driving growth. Longer term success, particularly
for Blink, very much depends on how well we convert our strong
pipeline of opportunities into new business, and once converted,
how well we set about exceeding our partners expectations, and in
so doing building relationships which deliver long-term value for
all stakeholders.
Whilst progress is never as fast
as I would like, I remain confident that we are travelling in the
right direction and at an appropriate speed.
Business Unit Performance:
|
£
millions
|
REVENUE
|
EBITDA1
|
|
Continuing Operations
|
H1 2024
|
H1
20232
|
CHANGE
|
H1
2024
|
H1
20232
|
CHANGE
|
|
CPP India
|
76.4
|
78.0
|
(2)%
|
3.4
|
3.0
|
14%
|
|
Globiva
|
8.1
|
7.2
|
12%
|
0.9
|
1.2
|
(30)%
|
|
CPP Turkey
|
3.2
|
1.4
|
125%
|
0.7
|
0.3
|
143%
|
|
Blink
|
0.5
|
0.4
|
29%
|
(1.0)
|
(0.6)
|
(63)%
|
|
Core business units
|
88.2
|
87.0
|
1%
|
4.0
|
3.9
|
2%
|
|
Central Functions
|
-
|
-
|
n/a
|
(2.4)
|
(2.2)
|
(6)%
|
|
Core total
|
88.2
|
87.0
|
1%
|
1.6
|
1.7
|
(3)%
|
|
Legacy3
|
0.9
|
3.6
|
(75)%
|
(0.5)
|
0.4
|
(203)%
|
|
Group total
|
89.1
|
90.6
|
(2)%
|
1.1
|
2.1
|
(47)%
|
1. EBITDA
represents earnings before interest, taxation, depreciation,
amortisation, and
exceptional items.
2. Restated to
reflect Spain, Italy and Portugal as discontinued
operations.
3.
Legacy comprises the UK which is in active
run-off.
Business Unit Performance
Blink: EBITDA loss of £1.0
million (H1 2023: £0.6 million loss)
Blink is the Group's only offering
which can be sold, serviced, and ultimately delivered profitably
across multiple geographies.
Fundamentally, Blink is a B2B SaaS
company, that exists to make a bad day better for the customers
(policyholders) of global insurance and financial services
organisations. The business creates innovative, scalable,
white-label products for a growing number of large global and
regional partners. Across its travel and cyber solutions Blink
currently supports over 20 partners in 13 countries and, via its
award-winning technology platform, services over one million
policyholders.
We are confident, that we have now
"proved the concept" with Blink and that there is a commercially
attractive business, with real opportunities for long-term
profitable growth. This year, for example, we have increased the
number of partners and geographies serviced by 25% and 23%
respectively, we have maintained 100% renewals on our existing
partner base, and moreover, increased the number of customers we
support at their time of need. Nonetheless, Blink's growth will for
the foreseeable future be dependent on securing new business which
takes time.
CPP India: EBITDA of £3.4 million (H1 2023: £3.0 million) and EBITDA
margin of 4.5% (H1 2023: 3.9%)
CPP India works closely with its
business partners to drive value by growing customer loyalty
through the design and delivery of simple and innovative products,
which fit seamlessly into the everyday life of
consumers.
First half revenue performance,
despite the adverse impact of Bajaj transferring part of their
LivCare portfolio to locally based insurers, was only marginally
below prior year, which given the circumstances, is a satisfactory
outcome. The change in revenue mix brought about by the LivCare
transfer, coupled with improved revenues from higher margin
products increased CPP India's gross profit margin by 0.7
percentage points to 10.1% (H1 2023: 9.4%).
With regards to Bajaj, the
business has agreed a contract extension to 31 December 2027, which
reflects in part the value we help provide to Bajaj and their
customers. In addition, the contract extension will provide both
parties with some certainty over current and future commercial
arrangements.
Operating costs increased
marginally during the year reflecting the profit-based incentive
structure for the in-country executive team. EBITDA margin has
improved by 0.6 percentage points reflecting the increased gross
profit margin partly offset by the higher operating
costs.
Operationally, the new IT platform
is performing well and servicing all of CPP India's nine million
policies. The next phase of IT investment for CPP India will be
focused on helping the business transform from an "assistance
company" to a "technology led company focused on providing
assistance services". There is much work to be done before we have
a fully considered plan, but it is a statement of our intent and
direction of travel.
Globiva: EBITDA of £0.9 million (H1 2023: £1.2 million) and EBITDA
margin of 10.7% (H1 2023: 17.0%)
Globiva during the first half of
2024 was 51% owned by the Group and provides outsourced customer
relationship management, back-office functionality, and automated
human resource services to a predominately tech-focused client
base. As a consequence of the well-publicised global tech downturn
the business, which has a significant number of tech companies on
its roster, has seen a softening in seat occupancy rates and
consequently revenues. In addition, given the relatively high
operational gearing of such businesses, the softening in revenues
has had an immediate, albeit modest, adverse impact on first half
reported EBITDA.
CPP Turkey: EBITDA of £0.7 million (H1 2023: £0.3 million) and EBITDA
margin of 21.1% (H1 2023: 19.5%)
CPP Turkey performed well in the
first half with EBITDA increasing by 143%. That the business has
been able to deliver real growth not only from existing
partnerships but also new partnerships, reflects the strength and
quality of the proposition, the business partner relationships, and
local management team.
Legacy business: EBITDA loss
of £0.5 million (H1 2023 restated: £0.4 million profit)
With the exit or closure of our
Spanish, Portuguese and Italian operations the Group's only
remaining Legacy business is its UK operations which are in active
run-off. The run-off will complete at the end of 2026.
Central costs: £2.4 million (H1 2023 restated: £2.2 million)
Central overheads before
appropriate recharge to business units have reduced by 13% to £4.1
million (H1 2023 restated: £4.7 million). The reduction reflects
the benefits of the CMP and move to a new and more efficient
operating model for central functions. The period-on-period benefit
of the reduced central structure is expected to increase in the
second half of the year. Net of recharges, our reported central
costs have increased to £2.4 million (H1 2023 restated: £2.2
million) as the Group simplification and decentralisation of IT has
resulted in £0.8 million lower recharges to business units. It is
expected that 2024 full year central costs after recharges will
show a notable reduction on the prior year.
The purpose of the Centre is to
set and agree strategic objectives, monitor and review performance
and allocate capital effectively. In addition, the Centre is also
responsible for governance, external reporting and managing
investor relations.
Taxation
The tax charge from continuing
operations was £1.3 million (H1 2023 restated: £1.3 million), which
is an effective tax rate (ETR) of negative 171% (H1 2023 restated:
negative 44%). The tax charge includes £0.9 million (H1 2023: £1.2
million) relating to India and £0.3 million (H1 2023: £0.1 million)
relating to Turkey. This includes withholding tax charges on
dividends from both India and Turkey. The increase in ETR, reflects
increased investment in Blink as the business is scaled, against
which a deferred tax asset has not yet been recognised.
Whilst the Group ETR is currently
high and volatile it is expected to improve in the medium-term as
the UK Legacy business is exited, UK-based central costs are
reduced and Blink scales and moves towards
profitability.
Financial position
The Group had cash balances at 30
June 2024 of £11.6 million (H1 2023: £16.0 million; 31 December
2023: £19.0 million). Although cash has benefitted from the
disposal of our investment in KYND, the balance has reduced by £7.4
million since the year end due to working capital payments and IT
development costs in India. In addition, there have been costs to
run-off the UK legacy book whilst cash collections have ceased,
redundancy costs paid in Spain and to the UK-based IT team, and
ongoing investment in scaling Blink.
Whilst the Group's cash balances
are healthy at £11.6 million, the Group's principal source of cash
generation has shifted to India. As a result, not all of the cash
resources are immediately available for on demand working capital
purposes around the Group. At 30 June 2024, approximately 40% of
the cash balance is considered 'restricted' either due to
regulatory requirements in the UK or available reserves in India.
The proportion of cash that is restricted is expected to increase
in the medium-term.
Events after the balance sheet date
On 9 September 2024, the Group
completed its exit from Globiva for total cash consideration of
£3.8 million (415.5 million rupees). The Group had originally
agreed to a phased divestment over three-years for aggregate
consideration of approximately £4.7 million (515.0 million rupees)
which was subject to certain performance criteria and a
maximum adjustment of plus or minus 10%.
Globiva's earnings outlook, due to
a general slowdown in the Indian technology market, has
deteriorated. At the request of the Globiva Founders the Group
agreed to accelerate the disposal of its interest in Globiva,
previously scheduled to complete in Q1 2027, and in accordance with
the original agreement to apply the 10% reduction to
price.
The revised consideration reflects
the lower-end parameters of the original agreement and is net of
the benefit accruing (a net present value adjustment) to the Group
of receiving the cash consideration in full on completion rather
than over a three-year period.
Globiva has not been treated as a
discontinued operation at the balance sheet date. Excluding
Globiva's results, the Group would have reported revenue of £81.0
million and EBITDA of £0.2 million from its continuing
operations.
Operational Highlights
From an operational perspective,
the Group has now concluded its CMP. In the last two years the
Group has:
· Exited through sale or closure from all of its Legacy
operations with only the UK remaining in run-off;
· Closed expensive Legacy IT platforms;
· Implemented new or enhanced IT platforms for its Core
operations being Blink, CPP India and CPP Turkey; and
· Moved to a new operating model for central
functions.
Whilst there is still much to do,
our operational focus is now on supporting continuous development
and improvement to deliver quality outcomes for our business
partners and their end customers.
Our
colleagues
The CMP, necessary as it was,
unfortunately led to a number of roles being made redundant and
consequently we have seen long-serving colleagues leave the
business. The professionalism shown by those who have left and
those who remain, is beyond praise. Everyone has played their part,
no one has shied away from the hard decisions, and we have after
almost two years, become the business we set out to be.
I would like to express my warm
and sincere gratitude to all of my colleagues both past and
present, for all that they have done and continue to do.
Simon Pyper
Chief Executive Officer
16 September 2024
CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
CONSOLIDATED INCOME STATEMENT
|
|
|
6 months ended 30 June
2024
(Unaudited)
|
|
6
months ended 30 June 2023 (Restated*) (Unaudited)
|
|
Year
ended 31 December 2023 (Restated*) (Audited)
|
|
|
Note
|
Core
£'000
|
Legacy
£'000
|
Total
£'000
|
|
Core
£'000
|
Legacy
£'000
|
Total
£'000
|
|
Core
£'000
|
Legacy
£'000
|
Total
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
3
|
88,199
|
914
|
89,113
|
|
87,030
|
3,606
|
90,636
|
|
181,010
|
6,960
|
187,970
|
|
Cost of sales
|
|
(76,817)
|
(190)
|
(77,007)
|
|
(76,818)
|
(727)
|
(77,545)
|
|
(159,031)
|
(1,490)
|
(160,521)
|
|
Gross profit
|
|
11,382
|
724
|
12,106
|
|
10,212
|
2,879
|
13,091
|
|
21,979
|
5,470
|
27,449
|
|
Administrative expenses
|
|
(11,686)
|
(1,426)
|
(13,112)
|
|
(10,072)
|
(6,290)
|
(16,362)
|
|
(23,016)
|
(9,466)
|
(32,482)
|
|
Operating (loss)/profit
|
|
(304)
|
(702)
|
(1,006)
|
|
140
|
(3,411)
|
(3,271)
|
|
(1,037)
|
(3,996)
|
(5,033)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Analysed as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA
|
3
|
1,610
|
(484)
|
1,126
|
|
1,669
|
469
|
2,138
|
|
2,735
|
795
|
3,530
|
|
Depreciation and
amortisation
|
|
(1,634)
|
(1)
|
(1,635)
|
|
(903)
|
(57)
|
(960)
|
|
(2,407)
|
(177)
|
(2,584)
|
|
Exceptional items
|
4
|
(280)
|
(217)
|
(497)
|
|
(626)
|
(3,823)
|
(4,449)
|
|
(1,365)
|
(4,614)
|
(5,979)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment revenues
|
|
385
|
109
|
494
|
|
333
|
96
|
429
|
|
521
|
228
|
749
|
|
Finance costs
|
|
(153)
|
(69)
|
(222)
|
|
(187)
|
2
|
(185)
|
|
(471)
|
(1)
|
(472)
|
|
(Loss)/profit before taxation
|
|
(72)
|
(662)
|
(734)
|
|
286
|
(3,313)
|
(3,027)
|
|
(987)
|
(3,769)
|
(4,756)
|
|
Taxation
|
5
|
(1,256)
|
-
|
(1,256)
|
|
(1,290)
|
(56)
|
(1,346)
|
|
(1,761)
|
(108)
|
(1,869)
|
|
Loss for the period from continuing
operations
|
|
(1,328)
|
(662)
|
(1,990)
|
|
(1,004)
|
(3,369)
|
(4,373)
|
|
(2,748)
|
(3,877)
|
(6,625)
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit /(loss) for the period from
discontinued operations
|
6
|
-
|
1,804
|
1,804
|
|
-
|
(698)
|
(698)
|
|
-
|
(1,474)
|
(1,474)
|
|
(Loss)/profit for the period
|
|
(1,328)
|
1,142
|
(186)
|
|
(1,004)
|
(4,067)
|
(5,071)
|
|
(2,748)
|
(5,351)
|
(8,099)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
(1,486)
|
1,142
|
(344)
|
|
(1,236)
|
(4,067)
|
(5,303)
|
|
(3,304)
|
(5,351)
|
(8,655)
|
|
Non-controlling
interests
|
|
158
|
-
|
158
|
|
232
|
-
|
232
|
|
556
|
-
|
556
|
|
|
|
(1,328)
|
1,142
|
(186)
|
|
(1,004)
|
(4,067)
|
(5,071)
|
|
(2,748)
|
(5,351)
|
(8,099)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic & diluted (loss)/earnings per
share
|
|
Pence
|
Pence
|
Pence
|
|
Pence
|
Pence
|
Pence
|
|
Pence
|
Pence
|
Pence
|
|
Continuing operations
|
7
|
(16.80)
|
(7.48)
|
(24.28)
|
|
(13.96)
|
(38.11)
|
(52.07)
|
|
(37.35)
|
(43.83)
|
(81.18)
|
|
Discontinued operations
|
7
|
-
|
20.39
|
20.39
|
|
-
|
(7.88)
|
(7.88)
|
|
-
|
(16.66)
|
(16.66)
|
|
|
7
|
(16.80)
|
12.91
|
(3.89)
|
|
(13.96)
|
(45.99)
|
(59.95)
|
|
(37.35)
|
(60.49)
|
(97.84)
|
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
|
|
6 months ended 30 June
2024
|
|
6 months
ended 30 June 2023
|
|
Year
ended
31
December 2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Loss for the period
|
(186)
|
|
(5,071)
|
|
(8,099)
|
|
|
|
|
|
|
|
|
Items that may be reclassified subsequently to profit or
loss:
|
|
|
|
|
|
|
Fair value gain on equity
investment
|
-
|
|
-
|
|
610
|
|
Exchange differences on
translation of foreign operations
|
(353)
|
|
(484)
|
|
(696)
|
|
Exchange differences reclassified
on disposal of foreign operations
|
(2,005)
|
|
-
|
|
68
|
|
|
|
|
|
|
|
|
Other comprehensive expense for the period net of
taxation
|
(2,358)
|
|
(484)
|
|
(18)
|
|
Total comprehensive expense for the period
|
(2,544)
|
|
(5,555)
|
|
(8,117)
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
Equity holders of the
Company
|
(2,708)
|
|
(5,722)
|
|
(8,571)
|
|
Non-controlling
interests
|
164
|
|
167
|
|
454
|
|
|
(2,544)
|
|
(5,555)
|
|
(8,117)
|
|
|
|
|
|
|
|
CONSOLIDATED BALANCE SHEET
|
|
|
30 June
2024
|
|
30 June
2023
|
|
31
December 2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
Note
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
Non-current assets
|
|
|
|
|
|
|
|
Goodwill
|
|
514
|
|
524
|
|
513
|
|
Other intangible assets
|
|
6,746
|
|
5,728
|
|
6,619
|
|
Property, plant and
equipment
|
|
829
|
|
1,103
|
|
932
|
|
Right-of-use assets
|
|
2,657
|
|
3,567
|
|
3,122
|
|
Equity investment
|
|
-
|
|
2,041
|
|
-
|
|
Deferred tax assets
|
|
707
|
|
536
|
|
693
|
|
Contract assets
|
|
201
|
|
211
|
|
208
|
|
|
|
11,654
|
|
13,710
|
|
12,087
|
|
Current assets
|
|
|
|
|
|
|
|
Contract assets
|
|
6,211
|
|
6,948
|
|
6,716
|
|
Trade and other
receivables
|
|
13,060
|
|
14,819
|
|
13,770
|
|
Cash and cash
equivalents
|
|
11,636
|
|
15,959
|
|
19,001
|
|
|
|
30,907
|
|
37,726
|
|
39,487
|
|
Assets classified as held for
sale
|
|
-
|
|
-
|
|
2,631
|
|
|
|
30,907
|
|
37,726
|
|
42,118
|
|
Total assets
|
3
|
42,561
|
|
51,436
|
|
54,205
|
|
Current liabilities
|
|
|
|
|
|
|
|
Income tax liabilities
|
|
(999)
|
|
(1,023)
|
|
(1,004)
|
|
Trade and other
payables
|
|
(19,126)
|
|
(19,849)
|
|
(25,696)
|
|
Provisions
|
8
|
(1,576)
|
|
(947)
|
|
(1,877)
|
|
Lease liabilities
|
|
(953)
|
|
(946)
|
|
(907)
|
|
Contract liabilities
|
|
(10,230)
|
|
(12,146)
|
|
(11,581)
|
|
|
|
(32,884)
|
|
(34,911)
|
|
(41,065)
|
|
Net current (liabilities)/assets
|
|
(1,977)
|
|
2,815
|
|
1,053
|
|
Non-current liabilities
|
|
|
|
|
|
|
|
Borrowings
|
|
86
|
|
125
|
|
105
|
|
Deferred tax
liabilities
|
|
(644)
|
|
(699)
|
|
(646)
|
|
Provisions
|
8
|
(1,011)
|
|
(2,685)
|
|
(1,588)
|
|
Lease liabilities
|
|
(2,463)
|
|
(3,380)
|
|
(2,892)
|
|
Contract liabilities
|
|
(429)
|
|
(629)
|
|
(604)
|
|
|
|
(4,461)
|
|
(7,268)
|
|
(5,625)
|
|
Total liabilities
|
|
(37,345)
|
|
(42,179)
|
|
(46,690)
|
|
Net assets
|
|
5,216
|
|
9,257
|
|
7,515
|
|
Equity
|
|
|
|
|
|
|
|
Share capital
|
9
|
24,257
|
|
24,256
|
|
24,257
|
|
Share premium account
|
|
45,225
|
|
45,225
|
|
45,225
|
|
Merger reserve
|
|
(100,399)
|
|
(100,399)
|
|
(100,399)
|
|
Translation reserve
|
|
(3,715)
|
|
(1,244)
|
|
(1,351)
|
|
ESOP reserve
|
|
18,659
|
|
17,567
|
|
18,334
|
|
Retained earnings
|
|
18,768
|
|
21,882
|
|
19,192
|
|
Equity attributable to equity holders of the
Company
|
|
2,795
|
|
7,287
|
|
5,258
|
|
Non-controlling
interests
|
|
2,421
|
|
1,970
|
|
2,257
|
|
Total equity
|
|
5,216
|
|
9,257
|
|
7,515
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
|
|
|
Share
capital
|
|
Share
premium account
|
|
Merger
reserve
|
|
Translation reserve
|
|
ESOP
reserve
|
|
Retained
earnings
|
|
Total
|
|
Non-controlling interests
|
|
Total
equity
|
|
|
Note
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
6
months ended
30
June 2024
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2024
|
|
24,257
|
|
45,225
|
|
(100,399)
|
|
(1,351)
|
|
18,334
|
|
19,192
|
|
5,258
|
|
2,257
|
|
7,515
|
|
(Loss)/profit for the
period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(344)
|
|
(344)
|
|
158
|
|
(186)
|
|
Other comprehensive expense for the
period
|
|
-
|
|
-
|
|
-
|
|
(2,364)
|
|
-
|
|
-
|
|
(2,364)
|
|
6
|
|
(2,358)
|
|
Total comprehensive expense for the
period
|
|
-
|
|
-
|
|
-
|
|
(2,364)
|
|
-
|
|
(344)
|
|
(2,708)
|
|
164
|
|
(2,544)
|
|
Equity-settled share-based payment
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
325
|
|
-
|
|
325
|
|
-
|
|
325
|
|
Effects of hyperinflation
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(80)
|
|
(80)
|
|
-
|
|
(80)
|
|
At
30 June 2024
|
|
24,257
|
|
45,225
|
|
(100,399)
|
|
(3,715)
|
|
18,659
|
|
18,768
|
|
2,795
|
|
2,421
|
|
5,216
|
|
6
months ended
30
June 2023
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
24,256
|
|
45,225
|
|
(100,399)
|
|
(825)
|
|
17,212
|
|
27,201
|
|
12,670
|
|
1,803
|
|
14,473
|
|
(Loss)/profit for the
period
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(5,303)
|
|
(5,303)
|
|
232
|
|
(5,071)
|
|
Other comprehensive expense for the
period
|
|
-
|
|
-
|
|
-
|
|
(419)
|
|
-
|
|
-
|
|
(419)
|
|
(65)
|
|
(484)
|
|
Total comprehensive expense for the
period
|
|
-
|
|
-
|
|
-
|
|
(419)
|
|
-
|
|
(5,303)
|
|
(5,722)
|
|
167
|
|
(5,555)
|
|
Equity-settled share-based payment
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
355
|
|
-
|
|
355
|
|
-
|
|
355
|
|
Effects of hyperinflation
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(16)
|
|
(16)
|
|
-
|
|
(16)
|
|
At
30 June 2023
|
|
24,256
|
|
45,225
|
|
(100,399)
|
|
(1,244)
|
|
17,567
|
|
21,882
|
|
7,287
|
|
1,970
|
|
9,257
|
|
Year ended
31
December 2023 (Audited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 January 2023
|
|
24,256
|
|
45,225
|
|
(100,399)
|
|
(825)
|
|
17,212
|
|
27,201
|
|
12,670
|
|
1,803
|
|
14,473
|
|
(Loss)/profit for the
year
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,655)
|
|
(8,655)
|
|
556
|
|
(8,099)
|
|
Other comprehensive expense for the
year
|
|
-
|
|
-
|
|
-
|
|
(526)
|
|
-
|
|
610
|
|
84
|
|
(102)
|
|
(18)
|
|
Total comprehensive expense for the
period
|
|
-
|
|
-
|
|
-
|
|
(526)
|
|
-
|
|
(8,045)
|
|
(8,571)
|
|
454
|
|
(8,117)
|
|
Equity-settled share-based payment
charge
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,122
|
|
-
|
|
1,122
|
|
-
|
|
1,122
|
|
Exercise of share options
|
|
1
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1)
|
|
-
|
|
-
|
|
-
|
|
Effects of hyperinflation
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
37
|
|
37
|
|
-
|
|
37
|
|
At
31 December 2023
|
|
24,257
|
|
45,225
|
|
(100,399)
|
|
(1,351)
|
|
18,334
|
|
19,192
|
|
5,258
|
|
2,257
|
|
7,515
|
CONSOLIDATED CASH FLOW STATEMENT
|
|
Note
|
6 months
ended
30 June
2024
|
|
6 months
ended
30 June
2023
|
|
Year
ended
31
December 2023
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/from operating
activities
|
10
|
(8,641)
|
|
(2,429)
|
|
3,610
|
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
Interest received
|
|
494
|
|
429
|
|
749
|
|
Purchases of property, plant and
equipment
|
|
(170)
|
|
(162)
|
|
(335)
|
|
Purchases of intangible
assets
|
3
|
(1,282)
|
|
(1,643)
|
|
(3,551)
|
|
Sale of equity
investment
|
|
2,651
|
|
-
|
|
-
|
|
Cash consideration in respect of
sale of discontinued operations
|
|
434
|
|
-
|
|
-
|
|
Costs associated with disposal of
discontinued operations
|
|
(20)
|
|
-
|
|
-
|
|
Cash disposed of with discontinued
operations
|
|
(151)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
Net cash from/(used in) investing
activities
|
|
1,956
|
|
(1,376)
|
|
(3,137)
|
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
Costs of refinancing the bank
facility
|
|
-
|
|
-
|
|
(128)
|
|
Repayment of the lease
liabilities
|
|
(638)
|
|
(742)
|
|
(1,396)
|
|
Interest paid
|
|
(32)
|
|
(37)
|
|
(69)
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
(670)
|
|
(779)
|
|
(1,593)
|
|
Net decrease in cash and cash equivalents
|
(7,355)
|
|
(4,584)
|
|
(1,120)
|
|
|
|
|
|
|
|
|
Effect of foreign exchange rate
changes
|
(10)
|
|
(441)
|
|
(863)
|
|
Cash and cash equivalents at start
of period
|
19,001
|
|
20,984
|
|
20,984
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period
|
11,636
|
|
15,959
|
|
19,001
|
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL
STATEMENTS
1
General information
The condensed consolidated interim
financial statements for the six months ended 30 June 2024 do not
constitute statutory accounts as defined under Section 434 of the
Companies Act 2006. The Annual Report and Financial Statements (the
'Financial Statements') for the year ended 31 December 2023 were
approved by the Board on 25 March 2024 and have been delivered to
the Registrar of Companies. The Auditor, PKF Littlejohn LLP,
reported on these financial statements; their report was
unqualified, did not contain an emphasis of matter paragraph and
did not contain statements under s498 (2) or (3) of the Companies
Act 2006.
2
Accounting policies
Basis of preparation
The unaudited condensed
consolidated interim financial statements for the six months ended
30 June 2024 have been prepared in accordance with IAS 34
Interim Financial
Reporting. They do not include all the information required
for full annual financial statements and should be read in
conjunction with the Group's consolidated financial statements for
the year ended 31 December 2023 which were prepared in accordance
with international accounting standards in conformity with the
requirements of the Companies Act 2006 and UK-adopted International
Accounting Standards (UK IASs). The condensed consolidated interim
financial statements were approved for release on 16 September
2024.
The accounting policies adopted in
the preparation of the condensed consolidated interim financial
statements are consistent with those followed in the preparation of
the Group's consolidated financial statements for the year ended 31
December 2023, except as detailed below.
New standards
Amendments to IFRS 16, IAS 1 and
IAS 7 are applicable for the first time in the current period.
There has been no material impact to the Group on
adoption.
Restatement of disclosures
On 14 June 2024, the Group
completed the sale of its wholly owned subsidiary CPP Italia Srl
(Italy).
In line with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations, Spain and Portugal operations met
our accounting policy to be classified as abandoned. As at 30 June
2024 there were no employees, no servicing obligations and no
revenue contracts. Post period end, the liquidation of Spain and
Portugal has been completed.
Therefore, Italy, Spain and
Portugal have been classified as discontinued operations from June
2024. Accordingly, in these interim financial statements the
comparative consolidated income statement information for the six
months ended 30 June 2023 and year ended 31 December 2023 and
appropriate disclosure notes have been restated (see note 6). The
adjustments relating to the restatement have not been
audited.
Hyperinflation
The Group has operations within
Turkey, which continue to meet the criteria to be classified as a
hyperinflationary economy, whereby inflation has continued to be
over 100% over the past three years. The three year inflation rate
as at 30 June 2024 is 325%. Therefore, the results of our Turkish
subsidiary have been adjusted for the changes in inflation in each
reporting period shown and are stated at the exchange rate at the
end of each reporting period. The price index in Turkey (source:
Turkish Statistical Institute) has shown inflation for the six
month period to 30 June 2024 of 25% (H1 2023: 20%; and year ended
31 December 2023: 65%).
Going concern
In reaching their view on the
preparation of the condensed consolidated interim financial
statements on a going concern basis, the Directors are required to
consider whether the Group can continue in operational existence
for a period of at least 12 months from the date of this
report.
The Group has a formalised process
of budgeting, reporting and review along with procedures to
forecast its profitability and cash flows. The plans provide
information to the Directors which are used to ensure the adequacy
of resources available for the Group to meet its business
objectives, both in the short-term and in relation to its strategic
priorities. The Group's revenue, profit and cash flow forecasts are
subject to robust downside stress testing which involves modelling
the impact of a combination of plausible adverse scenarios focused
on crystallisation of the Group's key operational risks, taking
into account the changing economic back drop. This is done to
identify risks to liquidity and covenant compliance and enable
management to formulate appropriate and timely mitigation
strategies.
Taking the analysis into
consideration, the Directors are satisfied that the Group has the
necessary resources to continue in operational existence for a
period of at least 12 months from the date of this report.
Accordingly, they continue to adopt the going concern basis in
preparing the condensed consolidated interim financial
statements.
3 Segmental
analysis
IFRS 8 Operating Segments requires operating
segments to be identified on the basis of internal reports about
components of the Group that are regularly reviewed by the Board of
Directors to allocate resources to the segments and to assess their
performance.
The Group is managed on the basis
of five broad business units:
• India (CPP India and
Globiva);
• Turkey;
• Blink;
• Central Functions - central cost
base required to provide expertise and operate a listed group.
Central Functions is stated after the recharge of certain central
costs that are appropriate to transfer to the relevant geographies
for statutory purposes; and
• Legacy (UK Legacy and UK
MGA)
Certain exceptional items
recognised within the Central Functions business unit, have been
reclassified to Legacy, where they relate to costs specific to the
closure of the Legacy business and decommissioning of the Group's
legacy IT systems. In June 2024, Italy, Spain and Portugal were
reclassified as discontinued, having previously been part of the
Legacy segment; accordingly, the interim comparatives have been
restated.
Segment revenue and performance
for the current and comparative periods are presented
below:
|
|
India
|
|
Turkey
|
|
Blink
|
|
Central Functions
|
|
Legacy
|
|
Total
|
|
Six months ended 30 June 2024 (Unaudited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - external
sales
|
84,516
|
|
3,178
|
|
505
|
|
-
|
|
914
|
|
89,113
|
|
Cost of sales
|
(75,062)
|
|
(1,667)
|
|
(88)
|
|
-
|
|
(190)
|
|
(77,007)
|
|
Gross profit
|
9,454
|
|
1,511
|
|
417
|
|
-
|
|
724
|
|
12,106
|
|
Administrative expenses excluding
depreciation, amortisation, and exceptional items
|
(5,143)
|
|
(841)
|
|
(1,419)
|
|
(2,369)
|
|
(1,208)
|
|
(10,980)
|
|
EBITDA
|
4,311
|
|
670
|
|
(1,002)
|
|
(2,369)
|
|
(484)
|
|
1,126
|
|
Depreciation and
amortisation
|
(1,403)
|
|
(76)
|
|
(59)
|
|
(96)
|
|
(1)
|
|
(1,635)
|
|
Exceptional items (note
4)
|
-
|
|
-
|
|
(44)
|
|
(236)
|
|
(217)
|
|
(497)
|
|
Operating (loss)/profit
|
2,908
|
|
594
|
|
(1,105)
|
|
(2,701)
|
|
(702)
|
|
(1,006)
|
|
Investment revenues
|
|
|
|
|
|
|
|
|
|
|
494
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
(222)
|
|
Loss before taxation
|
|
|
|
|
|
|
|
|
|
|
(734)
|
|
Taxation
|
|
|
|
|
|
|
|
|
|
|
(1,256)
|
|
Loss for the period from continuing
operations
Discontinued operations
Profit for the period from
discontinued operations
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
(1,990)
|
|
|
|
1,804
|
|
(186)
|
|
|
India
|
|
Turkey
|
|
Blink
|
|
Central Functions
|
|
Legacy
|
|
Total
|
|
Six months ended 30 June 2023 (Restated*)
(Unaudited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - external
sales
|
85,224
|
|
1,413
|
|
393
|
|
-
|
|
3,606
|
|
90,636
|
|
Cost of sales
|
(76,167)
|
|
(612)
|
|
(39)
|
|
-
|
|
(727)
|
|
(77,545)
|
|
Gross profit
|
9,057
|
|
801
|
|
354
|
|
-
|
|
2,879
|
|
13,091
|
|
Administrative expenses excluding
depreciation, amortisation, and exceptional items
|
(4,817)
|
|
(525)
|
|
(967)
|
|
(2,234)
|
|
(2,410)
|
|
(10,953)
|
|
EBITDA
|
4,240
|
|
276
|
|
(613)
|
|
(2,234)
|
|
469
|
|
2,138
|
|
Depreciation and
amortisation
|
(664)
|
|
(56)
|
|
(57)
|
|
(126)
|
|
(57)
|
|
(960)
|
|
Exceptional items (note
4)
|
-
|
|
(210)
|
|
-
|
|
(416)
|
|
(3,823)
|
|
(4,449)
|
|
Operating (loss)/profit
|
3,576
|
|
10
|
|
(670)
|
|
(2,776)
|
|
(3,411)
|
|
(3,271)
|
|
Investment revenues
|
|
|
|
|
|
|
|
|
|
|
429
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
(185)
|
|
Loss before taxation
|
|
|
|
|
|
|
|
|
|
|
(3,027)
|
|
Taxation
|
|
|
|
|
|
|
|
|
|
|
(1,346)
|
|
Loss for the period from continuing
operations
|
|
|
|
|
|
|
|
|
|
|
(4,373)
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period from
discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(698)
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
(5,071)
|
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
|
|
India
|
|
Turkey
|
|
Blink
|
|
Central Functions
|
|
Legacy
|
|
Total
|
|
Year ended 31 December 2023 (Restated)*
(Audited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue - external
sales
|
175,519
|
|
4,675
|
|
816
|
|
-
|
|
6,960
|
|
187,970
|
|
Cost of sales
|
(157,118)
|
|
(1,834)
|
|
(79)
|
|
-
|
|
(1,490)
|
|
(160,521)
|
|
Gross profit
|
18,401
|
|
2,841
|
|
737
|
|
-
|
|
5,470
|
|
27,449
|
|
Administrative expenses excluding
depreciation, amortisation, and exceptional items
|
(10,353)
|
|
(1,689)
|
|
(2,529)
|
|
(4,673)
|
|
(4,675)
|
|
(23,919)
|
|
EBITDA
|
8,048
|
|
1,152
|
|
(1,792)
|
|
(4,673)
|
|
795
|
|
3,530
|
|
Depreciation and
amortisation
|
(1,851)
|
|
(139)
|
|
(162)
|
|
(255)
|
|
(177)
|
|
(2,584)
|
|
Exceptional items (note
4)
|
-
|
|
(223)
|
|
-
|
|
(1,142)
|
|
(4,614)
|
|
(5,979)
|
|
Operating (loss)/profit
|
6,197
|
|
790
|
|
(1,954)
|
|
(6,070)
|
|
(3,996)
|
|
(5,033)
|
|
Investment revenues
|
|
|
|
|
|
|
|
|
|
|
749
|
|
Finance costs
|
|
|
|
|
|
|
|
|
|
|
(472)
|
|
Loss before taxation
|
|
|
|
|
|
|
|
|
|
|
(4,756)
|
|
Taxation
|
|
|
|
|
|
|
|
|
|
|
(1,869)
|
|
Loss for the period from continuing
operations
|
|
|
|
|
|
|
|
|
|
|
(6,625)
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period from
discontinued operations
|
|
|
|
|
|
|
|
|
|
|
(1,474)
|
|
Loss for the period
|
|
|
|
|
|
|
|
|
|
|
(8,099)
|
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
Segmental assets
|
|
30 June
2024
|
|
30 June
2023
|
|
31
December 2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
India
|
31,977
|
|
32,513
|
|
36,677
|
|
Turkey
|
2,750
|
|
1,570
|
|
2,293
|
|
Blink
|
928
|
|
503
|
|
873
|
|
Central Functions
|
1,831
|
|
2,008
|
|
958
|
|
Legacy
|
3,854
|
|
11,741
|
|
9,567
|
|
Total segment assets
|
41,340
|
|
48,335
|
|
50,368
|
|
Unallocated assets
|
1,221
|
|
3,101
|
|
1,206
|
|
Assets classified as held for
sale
|
-
|
|
-
|
|
2,631
|
|
Consolidated total assets
|
42,561
|
|
51,436
|
|
54,205
|
Goodwill, deferred tax assets, and
the equity investment (classified as held for sale at 31 December
2023) are not allocated to segments. The Legacy asset balance
includes £3,349,000 at 30 June 2023 and £2,469,000 at 31 December
2023 of assets held in Italy, Spain and Portugal.
Capital expenditure
|
|
Other intangible
assets
|
|
|
6 months ended 30 June
2024
|
|
6 months
ended 30 June 2023
|
|
Year
ended
31
December 2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
Continuing operations
|
|
|
|
|
|
|
India
|
1,028
|
|
1,368
|
|
2,970
|
|
Turkey
|
5
|
|
14
|
|
14
|
|
Blink
|
203
|
|
52
|
|
251
|
|
Central Functions
|
46
|
|
31
|
|
138
|
|
Legacy
|
-
|
|
178
|
|
178
|
|
Total additions
|
1,282
|
|
1,643
|
|
3,551
|
In the period to 30 June 2024
£1,231,000 (30 June 2023: £1,419,000, 31 December 2023: £3,221,000)
of the total other intangible asset additions related to internally
generated software assets. These reflect the capitalisation of
staff and contractor costs in IT development projects. The final
phase of the India IT platform was successfully delivered and fully
deployed in May 2024.
Information about major customers
Revenue from customers of one
business partner in our India segment represented approximately
£64,725,000 (H1 2023: £65,389,000; year ended 31 December 2023:
£134,637,000) of the Group's total revenue.
4
Exceptional items
|
|
6 months ended 30 June
2024
(Unaudited)
|
|
6 months
ended 30 June 2023 (Restated*)
(Unaudited)
|
Year
ended 31 December 2023 (Restated*)
(Audited)
|
|
|
|
Core £'000
|
Legacy
£'000
|
Total £'000
|
|
Core
£'000
|
Legacy
£'000
|
Total
£'000
|
|
Core
£'000
|
Legacy
£'000
|
Total
£'000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and closure
costs
|
67
|
308
|
375
|
|
271
|
497
|
768
|
|
299
|
1,197
|
1,496
|
|
Onerous contracts
|
|
(91)
|
(91)
|
|
-
|
3,148
|
3,148
|
|
-
|
3,239
|
3,239
|
|
DBP charges
|
213
|
-
|
213
|
|
355
|
-
|
355
|
|
1,066
|
-
|
1,066
|
|
IT asset impairment
|
-
|
-
|
-
|
|
-
|
178
|
178
|
|
-
|
178
|
178
|
|
Exceptional charge included in operating
profit
|
280
|
217
|
497
|
|
626
|
3,823
|
4,449
|
|
1,365
|
4,614
|
5,979
|
|
Tax on exceptional
items
|
-
|
-
|
-
|
|
(53)
|
-
|
(53)
|
|
(56)
|
-
|
(56)
|
|
Total exceptional charge after tax for continuing
operations
|
280
|
217
|
497
|
|
573
|
3,823
|
4,396
|
|
1,309
|
4,614
|
5,923
|
|
Discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Exceptional (gain)/charge from
discontinued operations net of tax
|
-
|
(1,877)
|
(1,877)
|
|
-
|
1,179
|
1,179
|
|
-
|
2,240
|
2,240
|
|
Total exceptional (gain)/charge after tax
|
280
|
(1,660)
|
(1,380)
|
|
573
|
5,002
|
5,575
|
|
1,309
|
6,854
|
8,163
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
Total exceptional costs of £497,000
from continuing operations comprises:
· Restructuring and closure costs of
£375,000 (H1 2023 restated: £768,000) which
primarily relate to Legacy closure activities. Redundancy and
associated costs have been recognised in UK Legacy and Central
Functions. Restructuring costs include necessary retention
provisions as part of the closure process.
· Onerous contract provision release of £91,000 (H1 2023
restated: £3,148,000 charge) is based on the latest estimates for
the Legacy business.
·
The Deferred Bonus Plan (DBP) charges of £213,000
(H1 2023: £355,000) relates to a share-based payment retention plan
put in place to retain key EMC colleagues for the duration of the
CMP. The DBP charges will cease on 31 December 2024.
5 Taxation
The tax charge is calculated by
aggregating the tax arising in each jurisdiction based on estimated
profits chargeable to corporation tax and withholding taxes arising
in H1 2024 at the local statutory rate of tax. This has led to a
tax charge on continuing operations of £1,256,000 (H1 2023
restated: £1,346,000; year ended 31 December 2023 restated:
£1,869,000). These tax charges result in an effective tax rate
(ETR) for continuing operations for the six months to 30 June 2024
of negative 171% (H1 2023 restated: negative 44%; year ended 31
December 2023 restated: negative 39%).
The ETR is reflective of the tax
charges in our profitable markets in India and Turkey, which
includes withholding taxes applied to funds repatriated from these
operations which further increases the ETR. This is against losses
in our Legacy Operations, Central Functions and Blink, which as yet
is unable to recognise any tax relief against its losses. As Blink
moves to profitability and the central costs reduce, this is
expected to improve the ETR in the medium term. The ETR
deterioration since H1 2023 reflects increased investment in
Blink.
6
Discontinued operations
On 14 June 2024, the Group
completed the sale of its 100% shareholding in CPP Italy SRL for a
cash consideration of £434,000 (€512,000). Additionally, in line
with IFRS 5 Non-current assets
held for sale and discontinued operation, as at 30 June
2024, Spain and Portugal have met our accounting policy criteria to
be classified as abandoned.
Therefore, these operations have
been presented as discontinued.
Profit from discontinued
operations comprises the following:
|
Six months ended 30 June 2024
|
|
Italy
|
|
Spain
|
|
Total
|
|
|
(Unaudited)
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
|
687
|
|
53
|
|
740
|
|
|
Cost of sales
|
|
(309)
|
|
(2)
|
|
(311)
|
|
|
Gross profit
|
|
378
|
|
51
|
|
429
|
|
|
Administrative expenses
|
|
(317)
|
|
(647)
|
|
(964)
|
|
|
Operating (loss)/profit
|
|
61
|
|
(596)
|
|
(535)
|
|
Analysed as:
EBITDA
Depreciation and
amortisation
Exceptional costs
|
|
98
(37)
-
|
|
(131)
-
(465)
|
|
(33)
(37)
(465)
|
|
|
Finance costs
|
|
(1)
|
|
(2)
|
|
(3)
|
|
|
Other gains and losses
|
|
-
|
|
1,959
|
|
1,959
|
|
Profit before taxation
|
|
60
|
|
1,361
|
|
1,421
|
|
Taxation
|
|
-
|
|
-
|
|
-
|
|
|
Profit after taxation
|
|
60
|
|
1,361
|
|
1,421
|
|
|
Profit on disposal
|
|
383
|
|
-
|
|
383
|
|
|
Total profit
|
|
443
|
|
1,361
|
|
1,804
|
|
Portugal had no result for the
period.
|
Six months ended 30 June
2023
|
Italy
|
|
Spain
|
|
Portugal
|
|
Total
|
|
(Unaudited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
941
|
|
1,822
|
|
122
|
|
2,885
|
|
Cost of sales
|
(412)
|
|
(514)
|
|
(60)
|
|
(986)
|
|
Gross profit
|
529
|
|
1,308
|
|
62
|
|
1,899
|
|
Administrative expenses
|
(429)
|
|
(2,043)
|
|
(118)
|
|
(2,590)
|
|
Operating (loss)/profit
|
100
|
|
(735)
|
|
(56)
|
(691)
|
|
|
Analysed as:
EBITDA
Depreciation and
amortisation
Exceptional costs
|
156
(56)
-
|
|
590
(58)
(1,267)
|
|
(1)
(3)
(52)
|
|
745
(117)
(1,319)
|
|
Finance costs
|
(2)
|
|
(6)
|
|
-
|
|
(8)
|
|
(Loss)/profit before taxation
|
98
|
|
(741)
|
|
(56)
|
|
(699)
|
|
Taxation
|
(7)
|
|
9
|
|
(1)
|
|
1
|
|
(Loss)/profit after taxation
|
91
|
|
(732)
|
|
(57)
|
|
(698)
|
|
|
|
|
|
|
|
|
| |
|
Year ended 31 December
2023
|
Italy
|
|
Spain
|
|
Portugal
|
|
Total
|
|
(Unaudited)
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
1,806
|
|
3,127
|
|
133
|
|
5,066
|
|
Cost of sales
|
(803)
|
|
(712)
|
|
(55)
|
|
(1,570)
|
|
Gross profit
|
1,003
|
|
2,415
|
|
78
|
|
3,496
|
|
Administrative expenses
|
(752)
|
|
(3,999)
|
|
(114)
|
|
(4,865)
|
|
Operating (loss)/profit
|
251
|
|
(1,584)
|
|
(36)
|
|
(1,369)
|
|
Analysed as:
EBITDA
Depreciation and
amortisation
Exceptional costs
|
317
(66)
-
|
|
952
(116)
(2,420)
|
|
(16)
(4)
(16)
|
|
1,253
(186)
(2,436)
|
|
Finance costs
|
(11)
|
|
(3)
|
|
-
|
|
(14)
|
|
(Loss)/profit before taxation
|
240
|
|
(1,587)
|
|
(36)
|
|
(1,383)
|
|
Taxation
|
(45)
|
|
(46)
|
|
-
|
|
(91)
|
|
(Loss)/profit after taxation
|
195
|
|
(1,633)
|
|
(36)
|
|
(1,474)
|
The Group has recognised a profit
on the disposal of Italy in the current period:
|
|
|
|
Total
|
|
|
|
|
£'000
|
|
|
|
|
(Unaudited)
|
|
Proceeds
|
|
|
434
|
|
Net assets sold
|
|
|
(5)
|
|
Costs associated with
disposal
|
|
|
(72)
|
|
Currency translation differences
on disposal
|
|
|
26
|
|
Profit on disposal
|
|
|
383
|
On 15 February 2024, the Group
completed its disposal of its equity investment in KYND Limited
("KYND") to V Acquisition Limited for a cash consideration of
£2,651,000 and costs to sell of £20,000. This was classified as
held for sale as at 31 December 2023 and had been revalued through
'other comprehensive income' to the fair value being sales price
less costs to sell. As a result, there has been no gain or loss on
disposal in H1 2024.
7
(Loss)/earnings per share
Basic and diluted (loss)/earnings
per share (EPS) has been calculated in accordance with IAS 33
Earnings per share.
Underlying (loss)/earnings per share has also been presented to
give a better understanding of the performance of the business. In
accordance with IAS 33, potential ordinary shares are only
considered dilutive when their conversion would decrease the EPS or
increase the loss per share attributable to equity
holders.
|
Six months ended 30 June 2024 (Unaudited)
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
(Loss)/earnings
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
(Loss)/earnings for the purposes
of basic and diluted loss per share
|
(2,148)
|
1,804
|
(344)
|
|
Exceptional items (net of
tax)
|
497
|
(1,877)
|
(1,380)
|
|
Loss for the purposes of basic and diluted underlying
earnings per share
|
(1,651)
|
(73)
|
(1,724)
|
|
|
|
|
|
|
|
|
|
|
|
Loss attributable to Core and Legacy
|
Core
|
Legacy
|
Continuing
operations
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Loss for the purposes of basic and
diluted loss per share
|
(1,486)
|
(662)
|
(2,148)
|
|
Exceptional items (net of
tax)
|
280
|
217
|
497
|
|
Loss for the purposes of basic and diluted underlying loss
per share
|
(1,206)
|
(445)
|
(1,651)
|
|
|
|
|
|
|
Number of shares
|
|
|
Number
|
|
|
|
|
(thousands)
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of basic and diluted loss per
share and basic and diluted underlying earnings per
share
|
|
|
8,847
|
|
|
|
|
|
|
(Loss)/earnings per share
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
|
pence
|
pence
|
Pence
|
|
|
|
|
|
|
Basic and diluted (loss)/earnings
per share
|
(24.28)
|
20.39
|
(3.89)
|
|
|
|
|
|
|
Basic and diluted underlying loss
per share
|
(18.66)
|
(0.83)
|
(19.49)
|
|
|
|
|
|
|
|
Core
|
Legacy
|
Continuing
operations
|
|
|
pence
|
pence
|
Pence
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
(16.80)
|
(7.48)
|
(24.28)
|
|
|
|
|
|
|
Basic and diluted underlying loss
per share
|
(13.63)
|
(5.03)
|
(18.66)
|
|
Six months ended 30 June 2023 (Restated*)
(Unaudited)
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
Earnings/(loss)
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Loss for the purposes of basic and
diluted (loss)/earnings per share
|
(4,605)
|
(698)
|
(5,303)
|
|
Exceptional items (net of
tax)
|
4,396
|
1,179
|
5,575
|
|
Earnings/(loss) for the purposes of underlying basic and
diluted earnings/(loss) per share
|
(209)
|
481
|
272
|
|
|
|
|
|
|
(Loss)/earnings attributable to Core and
Legacy
|
Core
|
Legacy
|
Continuing
operations
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
(Loss)/earnings for the purposes
of basic and diluted (loss)/earnings per share
|
(1,236)
|
(3,369)
|
(4,605)
|
|
Exceptional items (net of
tax)
|
573
|
3,823
|
4,396
|
|
(Loss)/earnings for the purposes
of basic and diluted underlying (loss)/earnings per
share
|
(663)
|
454
|
(209)
|
|
|
|
|
|
|
Number of shares
|
|
|
Number
|
|
|
|
|
(thousands)
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of basic and diluted loss per
share and basic and diluted underlying earnings/(loss) per
share
|
|
|
8,846
|
|
|
|
|
|
|
Earnings/(loss) per share
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
|
Pence
|
pence
|
pence
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
(52.07)
|
(7.88)
|
(59.95)
|
|
|
|
|
|
|
Basic and diluted underlying
earnings/(loss) per share
|
(2.37)
|
5.44
|
3.07
|
|
|
|
|
|
|
|
Core
|
Legacy
|
Continuing
operations
|
|
|
Pence
|
pence
|
pence
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
(13.96)
|
(38.11)
|
(52.07)
|
|
|
|
|
|
|
Basic underlying (loss)/earnings
per share
|
(7.48)
|
5.11
|
(2.37)
|
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
|
Year ended 31 December 2023 (Restated*)
(Unaudited)
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
Earnings/(loss)
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Loss for the purposes of basic and
diluted (loss)/earnings per share
|
(7,181)
|
(1,474)
|
(8,655)
|
|
Exceptional items (net of
tax)
|
5,923
|
2,240
|
8,163
|
|
(Loss)/earnings for the purposes of basic and diluted
underlying (loss)/earnings per share
|
(1,258)
|
766
|
(492)
|
|
|
|
|
|
|
(Loss)/earnings attributable to Core and
Legacy
|
Core
|
Legacy
|
Continuing
operations
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Loss for the purposes of basic and
diluted loss per share
|
(3,304)
|
(3,877)
|
(7,181)
|
|
Exceptional items (net of
tax)
|
1,309
|
4,614
|
5,923
|
|
(Loss)/earnings for the purposes
of basic and diluted underlying (loss)/earnings per
share
|
(1,995)
|
737
|
(1,258)
|
|
|
|
|
|
|
Number of shares
|
|
|
Number
|
|
|
|
|
(thousands)
|
|
|
|
|
|
|
Weighted average number of
ordinary shares for the purposes of basic and diluted loss per
share and basic and diluted underlying (loss)/earnings per
share
|
|
|
8,846
|
|
|
|
|
|
|
(Loss)/earnings per share
|
Continuing
operations
|
Discontinued
operations
|
Total
|
|
|
pence
|
Pence
|
pence
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
(81.18)
|
(16.66)
|
(97.84)
|
|
|
|
|
|
|
Basic and diluted underlying
(loss)/earnings per share
|
(14.22)
|
8.66
|
(5.56)
|
|
|
|
|
|
|
|
Core
|
Legacy
|
Continuing
operations
|
|
|
pence
|
Pence
|
pence
|
|
|
|
|
|
|
Basic and diluted loss per
share
|
(37.35)
|
(43.83)
|
(81.18)
|
|
|
|
|
|
|
Basic and diluted underlying
(loss)/earnings per share
|
(22.55)
|
8.33
|
(14.22)
|
* Restated to reflect Italy, Spain
and Portugal as discontinued operations. See note 2.
8
Provisions
|
|
|
|
|
|
At 1
January
|
3,465
|
369
|
369
|
|
(Released)/charged to the income
statement
4
|
(91)
|
3,313
|
3,388
|
|
Utilised in the period
|
(855)
|
(50)
|
(292)
|
|
Interest unwind
|
68
|
-
|
-
|
|
|
|
|
|
At the balance sheet date there are
provisions for onerous contracts due to the close down of the
Legacy business. The provisions are expected to be settled as
follows:
|
|
|
|
|
|
Within one year
|
1,576
|
947
|
1,877
|
|
|
|
|
|
|
|
|
|
|
9
Share capital
Share capital at 30 June 2024 is
£24,257,000 (30 June 2023: £24,256,000; 31 December 2023:
£24,257,000).
The total number of ordinary
shares in issue at 30 June 2024 is 8,847,145 of which 8,842,145 are
fully paid and 5,000 are partly paid.
10 Reconciliation of operating cash flows
|
|
6 months ended 30 June
2024
|
|
6 months
ended
30 June
2023
|
|
Year
ended
31
December 2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
Loss for the period
|
(186)
|
|
(5,071)
|
|
(8,099)
|
|
Adjustments for:
|
|
|
|
|
|
|
Depreciation and
amortisation
|
1,672
|
|
1,075
|
|
2,770
|
|
Share-based payment
charge
|
354
|
|
355
|
|
1,134
|
|
Impairment loss on intangible
assets
|
-
|
|
178
|
|
178
|
|
Impairment loss on property, plant
and equipment
|
-
|
|
-
|
|
40
|
|
Loss on disposal of intangible
assets
|
-
|
|
-
|
|
31
|
|
Loss on disposal of property,
plant and equipment
|
-
|
|
2
|
|
24
|
|
Profit on disposal of discontinued
operations
|
(383)
|
|
-
|
|
-
|
|
Other gains and losses
|
(1,959)
|
|
-
|
|
-
|
|
Effects of
hyperinflation
|
(207)
|
|
(61)
|
|
(82)
|
|
Investment revenues
|
(494)
|
|
(429)
|
|
(749)
|
|
Finance costs
|
225
|
|
193
|
|
486
|
|
Income tax charge
|
1,256
|
|
1,345
|
|
1,960
|
|
Operating cash flows before movement in working
capital
|
278
|
|
(2,413)
|
|
(2,307)
|
|
Decrease in inventories
|
5
|
|
68
|
|
78
|
|
Decrease/(increase) in contract
assets
|
259
|
|
(1,361)
|
|
(1,259)
|
|
(Increase)/decrease in
receivables
|
(856)
|
|
3,231
|
|
4,270
|
|
(Decrease)/increase in
payables
|
(4,881)
|
|
(5,685)
|
|
832
|
|
(Decrease)/increase in contract
liabilities
|
(1,018)
|
|
1,196
|
|
833
|
|
Decrease in insurance
liabilities
|
(77)
|
|
(7)
|
|
(6)
|
|
(Decrease)/increase in
provisions
|
(946)
|
|
3,263
|
|
3,096
|
|
|
|
|
|
|
|
|
Cash (used in)/from operations
|
(7,236)
|
|
(1,708)
|
|
5,537
|
|
|
|
|
|
|
|
|
Income taxes paid
|
(1,405)
|
|
(721)
|
|
(1,927)
|
|
|
|
|
|
|
|
|
Net cash (used in)/from operating
activities
|
(8,641)
|
|
(2,429)
|
|
3,610
|
11 Related party transactions
Transactions with associated undertakings
Prior to the disposal of the
Group's interest in KYND (see note 6), the Group incurred fees of
£1,000 plus VAT (30 June 2023: £9,000 plus VAT; and year ended 31
December 2023: £10,000 plus VAT) for services rendered from KYND,
which was payable under 14 day credit terms.
Transactions with related parties
There have been no related party
transactions in the current period.
Remuneration of key management personnel
The remuneration of the Directors,
who are the key management personnel of the Group, is set out
below:
|
|
|
|
|
6 months
ended
30 June
2024
|
|
6 months
ended
30 June
2023
|
|
Year
ended
31
December 2023
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
|
|
Short-term employee
benefits
|
613
|
|
692
|
|
1,412
|
|
Post-employment
benefits
|
11
|
|
10
|
|
20
|
|
Termination benefits
|
-
|
|
-
|
|
-
|
|
Share-based payments
|
176
|
|
187
|
|
593
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
800
|
|
889
|
|
2,025
|
|
|
|
|
|
|
|
|
|
|
12 Events after the balance sheet date
On 9 September 2024, the Group
completed its exit from Globiva for total cash consideration of
£3.8 million (415.5 million rupees). The Group had originally
agreed to a phased divestment over three-years for aggregate
consideration of approximately £4.7 million (515.0 million rupees)
which was subject to certain performance criteria and a maximum
adjustment of plus or minus 10%.
Globiva's earnings outlook, due to
a general slowdown in the Indian technology market, has
deteriorated. At the request of the Globiva Founders the Group
agreed to accelerate the disposal of its interest in Globiva,
previously scheduled to complete in Q1 2027, and in accordance with
the original agreement to apply the 10% reduction to
price.
The revised consideration reflects
the lower-end parameters of the original agreement and is net of
the benefit accruing (a net present value adjustment) to the Group
of receiving the cash consideration in full on completion rather
than over a three-year period.
Globiva has not been treated as a
discontinued operation at the balance sheet date. Excluding
Globiva's results, the Group would have reported revenue of £81.0
million and EBITDA of £0.2 million from its continuing
operations.