RNS Number : 6139E
Aeorema Communications Plc
18 May 2026
The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310.
Aeorema Communications plc / Index: AIM / Epic: AEO / Sector: Media
18 May 2026
Aeorema Communications plc
("Aeorema", the "Company" or the "Group")
Final Results
Aeorema Communications plc (AIM: AEO), a leading strategic communications group, is pleased to announce its audited results for the 18 month period ended 31 December 2025 ("FY2025").
For comparative purposes, unaudited figures for the 18 month period ended 31 December 2024 ("18M24") have been included. The statutory comparatives presented in the financial statements are for the audited 12 months ended 30 June 2024 ("FY2024").
OVERVIEW
• Revenue increased 7% to £29.5 million (18M24: £27.5 million)
• Underlying profit before tax increased 107% to £797,000 (18M24: £387,000)[1]
• Profit before taxation, non-trading foreign exchange losses and loss on liquidation increased 37% to £437,000 (18M24: £318,000)
• Reported profit before tax of £170,000 impacted by a £251,000 non-cash, non-trading foreign exchange loss and a £16,000 loss on liquidation
• Completed restructuring and cost reduction programme, creating a leaner and more senior-weighted operating model
• Expanded presence across major international events including Cannes Lions, Davos, CES, Climate Week and the United Nations General Assembly
• Cash balances of £2.2 million at 31 December 2025, with average cash balances of approximately £2.9 million over the 12 month period ended 30 April 2026
• Interim dividend of 3 pence per share paid during the period
• Proposed final dividend of 1 pence per share, bringing total dividends for the 18 month period to 4 pence per share
POST PERIOD END
• Successfully delivered first SXSW activation in Austin, Texas
• Successfully delivered first activation at POSSIBLE in Miami, Florida in April 2026
• Record bookings secured for Cannes Lions 2026
• 257,500 ordinary shares acquired under the Company's share buyback programme at an average price of 65 pence per share
• Trading in the early part of 2026 has been encouraging, supported by strong forward visibility
• Cash balances of £4.1 million as at the date of this announcement
Mike Hale, Chairman of Aeorema Communications plc, commented: "We are pleased to report a strong set of results for the 18 month period, with continued revenue growth, improved underlying profitability, and the successful completion of an important strategic reshaping of the business.
"While reported profit before tax was impacted by a non-cash, non-trading foreign exchange loss arising from exposure to foreign exchange movements on non-trading assets held, the Group's underlying profit before tax remained robust and demonstrated the operational progress made during the period.
"The business has evolved significantly. We are delivering fewer, but larger and more strategically important projects, continuing to compete successfully against much larger global agencies and further strengthening our relationships with leading international brands.
"With a leaner and more focused operating model now in place, increasing momentum across our key international markets, and a growing pipeline of high-value opportunities, the Board believes the Group is well positioned for continued progress in 2026 and beyond."
[1] Underlying profit before tax excludes one off costs, primarily relating to restructuring costs, loss on liquidation and non-trading foreign exchange losses totalling £627,000 (18M24: £70,000).
Notice of AGM
The Company's Annual Report and Accounts, including Notice of Annual General Meeting ("AGM"), are today being posted to shareholders, as applicable, and will be made available on the Company's website www.aeorema.com. The AGM will be held at the offices of Aeorema Communications plc, 87 New Cavendish Street, London W1W 6XD on 9 June 2026 at 10.00 a.m..
*ENDS*
For further information on the Company please visit www.aeorema.com or contact:
Aeorema Communications plc Andrew Harvey
Tel: +44 (0) 20 7291 0444
Allenby Capital Limited Nominated Adviser & Broker John Depasquale / Liz Kirchner (Corporate Finance) Kelly Gardiner / Joscelin Pinnington / Lauren Wright(Sales & Corporate Broking)
Tel: +44 (0)20 3328 5656
St Brides Partners Ltd Financial PR Paul Dulieu / Isabel de Salis
aeorema@stbridespartners.co.uk
Chairman's Statement
I am pleased to present Aeorema Communications plc's results for the 18 months ended 31 December 2025, a period in which the Group has delivered strong revenue growth, a step change in underlying profitability and completed a strategic reshaping of the business.
The comparatives presented in these financial statements cover the 12 months ended 30 June 2024. However, comparisons made in the Chairman's Statement are for the 18-month period ended 31 December 2024 ("18M24"), reflecting the transition to a 31 December year end. 18M24 reflects the audited accounts to 30 June 2024 and the unaudited interim results for the six months ended 31 December 2024 as published by the Group.
During the period, we have continued to win and deliver work at a level that reflects a business significantly larger than our size might suggest, competing successfully with much larger global agencies and strengthening our position as a trusted partner to leading international brands.
Financial performance
For the period, the Group delivered revenue of £29.5 million (18M24: £27.5 million), reflecting continued demand for our services and the strength of our client relationships across international markets.
Profit Before Taxation, Loss on Liquidation and Non-Trading Foreign Exchange (Losses) / Gains was £436,960 (18M24: £318,000). The Strategic Report sets out further details of the accounting treatment of profit before taxation in this 18 month period ended 31 December 2025.
While revenue growth has been strong, the more important development is the improvement in the Group's earnings profile. We have reshaped the business into a leaner, more senior weighted and more focused organisation, better equipped to deliver high-value work and convert revenue into sustainable profitability.
Bank balances as at 15 May 2026 are £4.1 million (31 December 2025: £2.2 million), with an average bank balance over the 12 month period to 30 April 2026 of £2.9 million, demonstrating the Group's ongoing financial resilience and providing a solid platform for continued growth.
Operational progress
Operationally, the Group has continued to build momentum across its core markets.
Cannes Lions remains a cornerstone of our activity, with 2025 delivering a record number of activations and further strengthening relationships with global brands. This momentum has carried into 2026, with record bookings already secured.
Alongside this, we have expanded our presence across other major international "tentpole" events, including the World Economic Forum in Davos, the United Nations General Assembly, Climate Week, CES (Consumer Electronics Show) and, post period end, our first activation at SXSW (South by Southwest) in Austin, Texas.
These events are strategically important. They deepen our relationships with global clients, broaden our commercial footprint and, increasingly, position us as the partner of choice for high-impact, experience-led communications on a global stage.
The Group is also benefiting from a broader and more diversified client base across multiple regions, reducing reliance on any single client and supporting more consistent revenue visibility.
Importantly, we continue to win work in competition with significantly larger global agencies, underlining the strength of our creative offering, delivery capability and long-standing client relationships.
The business is also evolving. We are now delivering fewer but larger and more complex projects, reflecting a clear shift towards higher-impact, higher-value engagements. This reflects the increasing level of trust placed in the Group by global brands, supports our objective of improving margin through higher-quality revenue, and reinforces our ability to compete for, and win, work typically awarded to significantly larger agencies.
Eventful Limited ("Eventful") is working increasingly closely with Cheerful Twentyfirst on integrated client delivery. Eventful, whilst a smaller part of our business, is strategically important to the Group's offering as it provides specialist services including venue sourcing, event management, incentive travel and rewards.
Restructuring and efficiency
A central theme of the period has been the completion of the Group's cost reduction and rebalancing programme.
This was not simply a cost exercise, but a deliberate repositioning of the business. We have reduced headcount while increasing seniority across the team and aligning our cost base with the scale and nature of the work we are now delivering.
The result is a more focused and efficient organisation that is better positioned to convert revenue into profit, while maintaining the creative standards and delivery quality that underpin our reputation.
While gross margins have come under pressure, reflecting wider industry trends including wage inflation, increased third-party costs and tighter client budgets, the Board is confident that the actions taken position the Group to rebuild margins over time.
Shareholder returns
The Board remains committed to delivering returns to shareholders alongside growth.
An interim dividend of 3 pence per share was declared and paid during the period in respect of the 12 months to 30 June 2025, in line with our progressive dividend policy.
In addition, the Company established a share buyback programme in May 2025, with initial purchases made in January 2026 and a total of 257,500 ordinary shares purchased to date, at an average price of 65 pence per share. This reflects the Board's confidence in the Group's financial strength and future prospects.
The Board is pleased to propose a final dividend of 1 pence per share for the 18-month period ended 31 December 2025. This brings the total dividend for the 18 month period to 4 pence per share, underlining both the strength of the Group's performance and the Board's confidence in the business going forward. Subject to shareholder approval at the upcoming Annual General Meeting ("AGM"), the dividend will be paid on 10 July 2026, with a record date of 19 June 2026 and an ex-dividend date of 18 June 2026.
Outlook
The Group has entered the 2026 financial year with strong momentum.
Trading during the first few months of the year has been encouraging, supported by a strong pipeline of confirmed work and increasing forward visibility across our key markets, alongside record bookings for Cannes Lions in June.
With the restructuring programme complete, our focus is firmly on margin progression, operational efficiency and continuing to scale the business internationally, particularly in North America.
The US market remains a key strategic focus and our most significant growth opportunity, supported by increasing client activity and our expanding presence at major international events.
We are operating on a global stage and continuing to build momentum with leading international brands. With a strengthened operating model, a growing portfolio of high-value clients and strong forward visibility, the Board believes the Group is well positioned to translate this momentum into sustained earnings growth.
While we remain mindful of the broader macroeconomic environment, client engagement remains strong and demand for high-quality, experience-led communications continues to grow.
On behalf of the Board, I would like to thank our teams for their continued hard work and creativity, and our shareholders for their ongoing support.
Mike Hale
Chairman
15 May 2026
Chief Executive Officer's Report
The past 18-months have been a period of both momentum and reflection for the Group. As the global landscape continued to evolve, so too did the expectations of our clients and audiences. In a world where meaningful connection has never been more valuable, we remained grounded in a core belief that defines our business; putting audiences above all.
Over these 18-months, we expanded our presence and capabilities in North America, which remains a key driver of growth for the Group, strengthened our client partnerships globally, and delivered a diverse portfolio of projects that reflect both our ambition and our adaptability.
Encouragingly, our new projects at SXSW Austin and our first B2C large scale activation in New York City took us to new audience frontiers. From global brand activations at Cannes Lions and Climate Week, where we saw consistent growth, to strategic internal communications event programmes for long-standing professional services clients, our work continues to demonstrate the power of creativity when combined with audience insight and event precision.
We are also seeing a clear shift in the nature of our work, with a growing proportion of larger, more complex and strategically important projects. These engagements require deeper integration with our clients and allow us to deliver greater impact, both creatively and commercially.
At the same time, this was not a period without its challenges. Economic uncertainty and shifting client priorities required us to stay agile and disciplined. We responded by sharpening our strategic focus, investing in areas of highest impact and completing a restructuring of the business to create a leaner, more senior focused organisation. This has enabled us to operate more efficiently without compromising on the quality or creativity that our clients expect.
That creativity was recognised on the global marketing stage many times; winning Gold at The Drum Awards for Experience, Best Creative Concept at the micebook Awards, and Creative Team of the Year again, alongside a plethora of fantastic project accolades and recognition that our team is particularly proud of.
Our people remain at the heart of the Group. Their creativity, dedication, and collaborative spirit are what set us apart. This year, we continued to foster a culture of inclusivity and create an environment where innovation can thrive. Our 'creative corner' in our New Cavendish Street offices is a space where ideas spill off the page and into our working environment, and well worth a tour if you'd ever like to join us in London.
We also recognise our responsibility alongside commercial success. We've long been champions of sustainability in the creative industries and helped launch some of its most impactful initiatives. Over the past year, we have taken further steps to reduce our environmental impact, work with more sustainable partners and embed responsible practices into our operations. This approach has placed Cheerful Twentyfirst in the top percentile for sustainable event agencies and leading recognition in micebook's Power 30 Awards, 2026.
We also joined the Power of Events as a London sponsor, spending time in schools to share career pathways into the events industry, which has historically been a challenge for graduate talent in our space. While there is always more to do, we are committed to making meaningful progress in both these areas.
Looking ahead, I see significant opportunities across our operating agencies.
Against a backdrop of increasing AI driven disruption, the demand for experiences that cut through the noise and create genuine connection continues to grow. This plays directly to our strengths, and our audience-first philosophy will remain central to how we work.
This momentum is reflected across the industry, with the UK's IPA Bellwether Report for Q1 2026 highlighting renewed confidence in events as the leading category for marketing investment. This reinforces what we see firsthand: that live and experiential channels are increasingly central to how brands build meaningful relationships.
With that momentum, we will continue to strategically invest in our people, expand our global reach, innovate to stay at the forefront of our industry, and refine our offering to meet the evolving needs of our clients. Aeorema Communications has entered 2026 with confidence, clarity, and a continued commitment to delivering experiences that put the audience above all.
I would like to thank our clients for their trust, our partners for their collaboration, our shareholders for their ongoing support and our team for their exceptional work and commitment. Together, we have built a business that is resilient, intrinsically creative, and forward-focused.
Steve Quah
CEO
15 May 2026
Strategic Report
The Board presents its Strategic Report on the Group for the 18 month period ended 31 December 2025.
Principal activities
Aeorema Communications plc is the non-trading holding company of the Group that bears the expenses and costs of maintaining its listing on the London Stock Exchange's AIM Market and consolidates the results of its trading subsidiaries. Aeorema Limited (trading as Cheerful Twentyfirst) and Cheerful Twentyfirst, Inc. are live events agencies with film capabilities that specialise in devising and delivering corporate communication solutions. Eventful Limited is a consultative, high-touch service, assisting clients with venue sourcing, event management and incentive travel. Collectively all of these businesses are referred to as the "Group".
Business review
Group
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Revenue
29,466,709
20,288,799
Operating Profit
400,255
440,748
Profit Before Taxation, Loss on Liquidation and Non-Trading Foreign Exchange (Losses) / Gains
436,960
436,928
Profit Before Taxation
170,181
436,928
Net Assets
2,635,775
2,805,725
Net Current Assets
1,640,575
1,875,372
The Group's reported profit before tax is £170,181 (2024: £436,928) for the 18 month period. The reported profit before tax was impacted by a £251,000 non-cash, non-trading foreign exchange loss and £16,000 loss on liquidation. The profit before tax, loss on liquidation and non-trading foreign exchange (losses) / gains was £436,960. Please refer to note 6 for further details.
Aeorema Limited (t/a Cheerful Twentyfirst) achieved a 54% increase in revenue. While this figure is compared to the previous 12-month period and includes revenue previously attributed to Cheerful Twentyfirst, Inc., the growth is still considered a positive improvement. This is particularly notable because the 18 month reporting period twice includes the months of July through December, which are historically quieter periods for the company regarding live projects. Profit before tax and non-trading foreign exchange losses for the period was £672,870 (2024: £877,485).
Aeorema Limited continued to expand its presence at the Cannes Lions International Festival of Creativity ("Cannes Lions"), delivering a record number of activations in June 2025, including its largest brand activation for Stagwell and TEAM for a third successive year (refer to note 2). The Company successfully expanded its reach by delivering activations at new "tentpole" events, such as the World Economic Forum in Davos. It further grew its North American presence, delivering events for both new and existing clients at the United Nations General Assembly and Climate Week, alongside various multi-day summits and immersive concerts. Post year end, the Company has successfully delivered its first activation at SXSW in Austin and is now preparing for another record-breaking Cannes Lions.
Aeorema Limited completed a cost reduction and rebalancing programme during the period, which was initiated in 2024. This restructuring is designed to position the Company for enhanced operational efficiency and improved margins moving forward.
Cheerful Twentyfirst, Inc.'s revenue from live projects decreased by 82% compared with the previous year (which had seen a 57% decrease in 2024). This decrease was due to a change in how revenue is recorded, not a reduction in the number of live projects delivered in the United States. For insurance purposes, all live projects are now contracted and delivered through Aeorema Limited. Cheerful Twentyfirst Inc. remains a vital asset, serving as the essential connection between Aeorema Limited and its expanding base of US clients and for supporting the delivery of live projects in the US. Despite the revenue shift, Cheerful Twentyfirst Inc. moved from a loss of £176,631 to a profit before tax of £31,756 for the 18 month period. This significant improvement was achieved by reducing its headcount, including the US President, and cross-charging Aeorema Limited £546,253 for services provided to the UK entity.
Eventful Limited had a loss before tax of £25,587 for the 18 month period, compared with a £13,139 profit before tax in the previous year. The Company continues to maintain a low cost base and broadened its client portfolio during the period, reducing its dependence on any single client. Eventful Limited has continued to focus on closer collaboration with Aeorema Limited, notably evidenced by the joint delivery of a major partner event in the autumn of 2025.
During the period, the Dutch entity, Cheerful Twentyfirst B.V., was liquidated. The closure was part of the restructuring programme.
The Group's gross profit margin moved from 19% to 16%. This contraction reflects broader industry trends, specifically inflationary pressures on labour and third-party costs, coupled with tighter client budgets. In response, the Group aggressively addressed its cost base, implementing a 33% reduction in total headcount during the period. This strategic restructuring was achieved without compromising our high standards of service or creative output.
The Board remains focused on reclaiming margin and driving revenue growth. The US market continues to be our most significant opportunity, evidenced by our successful expansion into SXSW and the volume of US-based clients and events. Through continued cost discipline and a focus on high-value, large-scale activations, the Board is confident of delivering improved profits before tax and long-term shareholder value.
Key performance indicators
The Group's revenue was up 45% compared with the previous year. As previously mentioned, this figure is compared to the previous 12-month period, however, the 18 month reporting period twice includes the months of July through December, which are historically quieter periods for the Group. The Group's largest client accounted for 18% of revenue (2024: 18%). Please refer to note 2.
The average project value increased significantly compared with the previous year. This trend underscores our strategic transition toward larger-scale engagements that allow for more impactful activations. These complex projects not only highlight our creative expertise but are essential in maintaining our standing as the preferred agency of choice for our clients.
Cashflows
The cash position decreased by £929,773 to £2,189,580 (2024: increase by £675,253 to £3,119,353). However, this is due to the timing difference as a consequence of the change of period end.
Capital expenditure
Total capital expenditure, including expenditure on tangible assets, was £224,001 compared with £54,711 for the year ended 30 June 2024.
Employees
Our priority is to attract and retain talented employees and to harness their creativity to drive growth through development and delivery of services that bring value to our customers' business operations.
We continue to focus on ensuring that the performance of staff is measured against clear, business focused objectives and behavioural criteria through continual appraisals.
Reward
The Group benchmarks employee salaries against the market and reviews salaries annually to ensure that we are paying at a level to attract and retain high-quality employees.
Key employees are offered access to a share option scheme, further details of which are provided in note 24 to the financial statements.
Equal opportunities
We are committed to ensuring equal opportunities for our staff. We have introduced training which covers equal opportunities legislation and best practice. Our policy in respect of employment of disabled persons is the same as that relating to all other employees in matters of training, career development and promotion. Should employees become disabled during the course of their employment, we will make every effort to make reasonable adjustments to their working environment to enable their continued employment.
Safety, health and environment
The commitment and participation of all employees is vital to efficient and effective occupational risk control. In order to meet our responsibility to protect the environment, staff and the business, the Group continues to focus on maintaining a risk aware culture.
We believe the Group maintains a low environmental impact. We therefore continue to work on the potential environmental impacts of energy consumption, waste and travel.
Directors' policies for managing principal risks
There is an ongoing process for identifying, evaluating and managing the significant risks faced by the business. Risk reviews are undertaken regularly by the respective business areas throughout the year to identify and assess the key risks associated with the achievement of our business objective.
Key risks of a financial nature
The principal risks and uncertainties facing the Group are linked to customer dependency. Though the Group has a very diverse customer base in certain market sectors, a key customer can represent a significant amount of revenue (see note 2). Key customer relationships are closely monitored but the loss of a key client could have an adverse effect on the Group's performance. Further details of risks, uncertainties and financial instruments are contained in note 27.
Key risks of a non-financial nature
The Group is operating in a highly competitive global market that is undergoing continual change. The Group's ability to respond to many competitive factors including, but not limited to technological innovations, product quality, customer service and employment of qualified personnel will be key in the achievement of its objectives, but its ultimate success will depend on the purchase spends of its customers and the buoyancy of the market.
On behalf of the Board
S Quah
Director
15 May 2026
Consolidated Statement of Comprehensive Income
For the 18 month period ended 31 December 2025
Notes
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Continuing operations
Revenue
2
29,466,709
20,288,799
Cost of sales
(24,611,722)
(16,513,827)
Gross profit
4,854,987
3,774,972
Administrative expenses
(4,454,732)
(3,334,224)
Operating profit
3
400,255
440,748
Finance income
4
77,878
35,967
Finance costs
5
(41,173)
(39,787)
Profit before taxation, loss on liquidation and non-trading foreign exchange (losses) / gains
436,960
436,928
Non-trading foreign exchange (losses) / gains
6
(250,949)
-
Loss on liquidation
14
(15,830)
-
Profitbefore taxation
170,181
436,928
Taxation
7
12,021
(140,221)
Profit for theperiod
182,202
296,707
Other comprehensive income Items that may be reclassified to profit or loss Exchange differences on translation of foreign entities
88,549
(88,632)
Other comprehensive income for theperiod
88,549
(88,632)
Total comprehensive income for the year attributable to owners of the parent
270,751
208,075
Profit per ordinary share:
Total basic earnings per share
10
1.88811p
3.11078p
Total diluted earnings per share
10
1.86030p
2.68976p
The notes below are an integral part of these financial statements.
Consolidated Statement of Financial Position
As at 31 December 2025
Notes
Group
Company
31 December 2025
30 June 2024
31 December 2025
30 June 2024
£
£
£
£
Non-current assets
Intangible assets
11
564,348
564,348
-
-
Property, plant and equipment
12
371,514
344,827
-
-
Right-of-use assets
13
379,976
570,182
-
-
Investments in subsidiaries
14
-
-
1,458,931
1,363,002
Deferred taxation
8
38,809
-
-
-
Total non-current assets
1,354,647
1,479,357
1,458,931
1,363,002
Current assets
Trade and other receivables
15
4,611,885
4,422,020
721,234
832,531
Cash and cash equivalents
16
2,189,580
3,119,353
97,488
117,816
Total current assets
6,801,465
7,541,373
818,722
950,347
Total assets
8,156,112
9,020,730
2,277,653
2,313,349
Current liabilities
Trade and other payables
17
(5,011,960)
(5,371,049)
(91,384)
(114,107)
Bank loans
18
-
(27,778)
-
-
Lease liabilities
19
(122,679)
(113,201)
-
-
Current tax payable
(26,251)
(118,973)
-
-
Provisions
20
-
(35,000)
-
-
Total current liabilities
(5,160,890)
(5,666,001)
(91,384)
(114,107)
Non-current liabilities
Bank loans
18
-
-
-
-
Lease liabilities
19
(319,055)
(500,814)
-
-
Provisions
20
(40,392)
(22,500)
-
-
Deferred taxation
8
-
(25,690)
-
-
Total non-current liabilities
(359,447)
(549,004)
-
-
Total liabilities
(5,520,337)
(6,215,005)
(91,384)
(114,107)
Net assets
2,635,775
2,805,725
2,186,269
2,199,242
Equity
Share capital
21
1,211,625
1,192,250
1,211,625
1,192,250
Share premium
47,451
21,876
47,451
21,876
Merger reserve
16,650
16,650
16,650
16,650
Other reserve
398,738
302,809
398,738
302,809
Capital redemption reserve
257,812
257,812
257,812
257,812
Foreign translation reserve
(88,327)
(176,876)
-
-
Retained earnings
791,826
1,191,204
253,993
407,845
Equity attributable to owners of the parent
2,635,775
2,805,725
2,186,269
2,199,242
The notes below are an integral part of these financial statements.
The profit for the financial year of the holding company was £427,728 (2024: £377,703).
The financial statements were approved and authorised by the board of directors on 15 May 2026 and were signed on its behalf by
A Harvey S Quah
Director Director
Company Registration No. 04314540
Consolidated Statement of Changes in Equity
For the 18 month period ended 31 December 2025
Group
Share capital
Share premium
Merger reserve
Other reserve
Capital redemption reserve
Foreign translation reserve
Retained earnings
Total equity
£
£
£
£
£
£
£
£
At 30 June 2023
1,192,250
21,876
16,650
233,375
257,812
(88,244)
1,180,637
2,814,356
Comprehensive income for the year, net of tax
-
-
-
-
-
-
296,707
296,707
Dividend paid
-
-
-
-
-
-
(286,140)
(286,140)
Foreign currency translation
-
-
-
-
-
(88,632)
-
(88,632)
Share-based payment
-
-
-
69,434
-
-
-
69,434
At 30 June 2024
1,192,250
21,876
16,650
302,809
257,812
(176,876)
1,191,204
2,805,725
Comprehensive income for the year, net of tax
-
-
-
-
-
-
182,202
182,202
Dividend paid
-
-
-
-
-
-
(581,580)
(581,580)
Foreign currency translation
-
-
-
-
-
88,549
-
88,549
Share-based payment
-
-
-
95,929
-
-
-
95,929
Shares issued
19,375
25,575
-
-
-
-
-
44,950
At 31 December 2025
1,211,625
47,451
16,650
398,738
257,812
(88,327)
791,826
2,635,775
Share premium represents the value of shares issued in excess of their nominal value.
In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve. The reserve is not distributable.
Other reserves represent equity settled share-based employee remuneration, as detailed in note 24.
Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a company's own shares.
Foreign translation reserve represents the accumulated gain or loss resulting from the translation of financial statements denominated in a foreign currency into the Group's reporting currency.
The notes below are an integral part of these financial statements.
Company Statement of Changes in Equity
For the 18 month period ended 31 December 2025
Company
Share capital
Share premium
Merger reserve
Other reserve
Capital redemption reserve
Retained earnings
Total equity
£
£
£
£
£
£
£
At 30 June 2023
1,192,250
21,876
16,650
233,375
257,812
316,282
2,038,245
Comprehensive income for the year, net of tax
-
-
-
-
-
377,703
377,703
Dividend paid
-
-
-
-
-
(286,140)
(286,140)
Share-based payment
-
-
-
69,434
-
-
69,434
At 30 June 2024
1,192,250
21,876
16,650
302,809
257,812
407,845
2,199,242
Comprehensive income for the year, net of tax
-
-
-
-
-
427,728
427,728
Dividend paid
-
-
-
-
-
(581,580)
(581,580)
Share-based payment
-
-
-
95,929
-
-
95,929
Shares issued
19,375
25,575
-
-
-
-
44,950
At 31 December 2025
1,211,625
47,451
16,650
398,738
257,812
253,993
2,186,269
Share premium represents the value of shares issued in excess of their nominal value.
In accordance with section 612 of the Companies Act 2006, the premium on ordinary shares issued in relation to acquisitions is recorded as a merger reserve. The reserve is not distributable.
Other reserves represent equity settled share-based employee remuneration, as detailed in note 24.
Capital redemption reserve represents a statutory non-distributable reserve into which amounts are transferred following redemption or purchase of a company's own shares.
The notes below are an integral part of these financial statements.
Consolidated Statement of Cash Flows
For the 18 month period ended 31 December 2025
Notes
Group
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Net cash flow from operating activities
26
(6,242)
1,205,470
Cash flows from investing activities
Finance income
4
77,878
35,967
Purchase of property, plant and equipment
12
(224,001)
(54,711)
Repayment of leasing liabilities
(213,000)
(142,000)
Cash used in investing activities
(359,123)
(160,744)
Cash flows from financing activities
Repayment of borrowings
(27,778)
(83,333)
Dividends paid to owners of the company
(581,580)
(286,140)
Shares issued
44,950
-
Cash used in financing activities
(564,408)
(369,473)
Net (decrease) / increase in cash and cash equivalents
(929,773)
675,253
Cash and cash equivalents as at 1 July 2024
3,119,353
2,444,100
Cash and cash equivalents as at 31 December 2025
2,189,580
3,119,353
Debt analysis
At 1 July 2024
Cashflow
At 31 December 2025
£
£
£
Net Cash
Cash at bank and in hand
3,119,353
(929,773)
2,189,580
3,119,353
(929,773)
2,189,580
Debt
Debts falling due within one year
140,979
(18,300)
122,679
Debts falling due after one year
500,814
(181,759)
319,055
641,793
(200,059)
441,734
The notes below are an integral part of these financial statements.
Notes to the consolidated financial statements
For the 18 month period ended 31 December 2025
1 Accounting policies
Aeorema Communications plc is a public limited company incorporated in the United Kingdom and registered in England and Wales. The Company is domiciled in the United Kingdom and its principal place of business is 87 New Cavendish Street, London, W1W 6XD. The Company's Ordinary Shares are traded on the AIM Market.
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
The presentation currency is £ sterling.
Going concern
The Board has reviewed the Group's detailed forecasts for the next financial year, other medium term plans, the impact of the war in Ukraine and conflict in the Middle East, and economic and political uncertainties both in the UK and globally, as well as considering the risks outlined in note 27. After doing so, the Directors, at the time of approving the financial statements, have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and have therefore used the going concern basis in preparing the financial statements.
Basis of Preparation
The Group and company financial statements have been prepared under the historical cost convention and in accordance with International Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
The following new standards, amendments or interpretations to existing standards adopted in the United Kingdom, and are mandatory for the Group's accounting periods beginning 1 July 2024:
● Classification of Liabilities as Current or Non-Current (Amendments to IAS 1); effective 1 January 2024
● Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) ; effective 1 January 2024
● Non-current Liabilities with Covenants (Amendments to IAS 1); effective 1 January 2024
● Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) effective 1 January 2024
Future standards in place but not yet effective
The following new standards, amendments or interpretations to existing standards adopted in the United Kingdom, and are mandatory for the Company's accounting periods beginning on or after 1 January 2025 are as follows:
● Lack of Exchangeability (Amendments to IAS 21); effective 1 January 2025
● Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; effective 1 January 2026
● Annual Improvements to IFRS Accounting Standards - Volume 11; effective 1 January 2026
● Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7); effective 1 January 2026
The Group did not early adopt the above new standards, amendments, or interpretations for the period ended 31 December 2025.
Change of Accounting Reference Date
During the current reporting period, the company changed its financial year end from 30 June 2025 to 31 December 2025. This decision aligns the Company's reporting cycle with industry norms and ensures that the end of its annual financial reporting cycle does not coincide with the summer months, which have traditionally been its busiest operating period. This change is expected to create a more streamlined and efficient reporting process and therefore the Board believes that a 31 December year end will be in the best interest of the Group. The comparative period covers 1 July 2023 to 30 June 2024 and therefore is not entirely comparable.
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its subsidiary undertakings drawn up to 31 December 2025. Subsidiaries are all entities (including structured entities) over which the Group has control. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are consolidated until the date that control ceases.
Intra-group transactions, balances and unrealised gains and losses on transactions between group companies are eliminated.
The merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006.
Revenue
Revenue represents amounts (excluding value added tax) derived from the provision of services to third party customers in the course of the Group's ordinary activities.
As a result of providing these services, the Group may from time to time receive commissions from other third parties. These commissions are included within revenue on the same basis as that arising from the contract with the underlying third party customer.
The revenue and profits recognised in any period are based on the satisfaction of performance obligations and an assessment of when control is transferred to the customer.
For most contracts with customers, there is a single distinct performance obligation and revenue is recognised when the event has taken place or control of the content or video has been transferred to the customer.
Where a contract contains more than one distinct performance obligation (multiple film productions, or a project involving both build construction and event production) revenue is recognised as each performance obligation is satisfied.
The transaction price is substantially agreed at the outset of the contract, along with a project brief and payment schedule (full payment in arrears for smaller contracts; part payment(s) in advance and final payment in arrears for significant contracts).
Due to the detailed nature of project briefs agreed in advance for significant contracts, management does not consider that significant estimates or judgements are required to distinguish the performance obligation(s) within a contract.
For contracts to prepare multiple film productions, the transaction price is allocated to constituent performance obligations using an output method in line with agreements with the customer.
For other contracts with multiple performance obligations, management's judgement is required to allocate the transaction price for the contract to constituent performance obligations using an input method using detailed budgets which are prepared at outset and subsequently revised for actual costs incurred and any changes to costs expected to be incurred.
The Group does not consider any disaggregation of revenue from contracts with customers necessary to depict how the nature, amount, timing and uncertainty of the Group's revenue and cash flows are affected by economic factors.
Where payments made are greater than the revenue recognised at the reporting date, the Group recognises deferred income (a contract liability) for this difference. Where payments made are less than the revenue recognised at the reporting date, the Group recognises accrued income (a contract asset) for this difference.
A receivable is recognised in relation to a contract for amounts invoiced, as this is the point in time that the consideration is unconditional because only the passage of time is required before the payment is due.
At each reporting date, the Group assesses whether there is any indication that accrued income assets may be impaired by assessing whether it is possible that a revenue reversal will occur. Where an indicator of impairment exists, the Group makes a formal estimate of the asset's recoverable amount. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
Intangible assets - goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill acquired represents the excess of the fair value of the consideration and associated costs over the fair value of the identifiable net assets acquired.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. At the date of acquisition, the goodwill is allocated to cash generating units, usually at business segment level or statutory company level as the case may be, for the purpose of impairment testing and is tested at least annually for impairment. On subsequent disposal or termination of a business acquired, the profit or loss on termination is calculated after charging the carrying value of any related goodwill.
Intangible assets - other
Intangible assets are stated in the financial statements at cost less accumulated amortisation and any impairment value. Amortisation is provided to write off the cost less estimated residual value of intangible assets over its expected useful life (which is reviewed at least at each financial year end), as follows:
Intellectual property
25% straight line
Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the year that the asset is derecognised.
Fully amortised assets still in use are retained in the financial statements.
Property, plant and equipment
Property, plant and equipment is stated in the financial statements at cost less accumulated depreciation and any impairment value. Depreciation is provided to write off the cost less estimated residual value of property, plant and equipment over its expected useful life (which is reviewed at least at each financial year end), as follows:
Leasehold improvements
Straight line over the life of the lease
Fixtures, fittings and equipment
Straight line over four years
Any gain or loss arising on the derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Comprehensive Income in the year that the asset is derecognised.
Fully depreciated assets still in use are retained in the financial statements.
Impairment
The carrying amounts of the Group's assets are reviewed at each period end to determine whether there is any indication of impairment. If any such indication exists, the assets' recoverable amount is estimated. For goodwill and intangible assets that have an indefinite useful life and intangible assets that are not yet available for use, the recoverable amount is estimated at each annual period end date and whenever there is an indication of impairment.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognised in the Statement of Comprehensive Income in those expense categories consistent with the function of the impaired asset.
Investments
Fixed asset investments are stated at cost less provision for diminution in value.
Leases
In applying IFRS 16, for all leases (except as noted below), the Group:
a) recognises right-of-use assets and lease liabilities in the statement of financial position, initially measured at the present value of future lease payments;
b) recognises depreciation of right-of-use assets and interest on lease liabilities in the statement of profit or loss; and
c) separates the total amount of cash paid into a principal portion (presented within financing activities) and interest (presented within operating activities) in the statement of cash flows.
Lease incentives (e.g. free rent period) are recognised as part of the measurement of the right-of-use assets and lease liabilities whereas under IAS 17 they resulted in the recognition of a lease incentive liability, amortised as a reduction of rental expense on a straight-line basis.
Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 Impairment of Assets. This replaces the previous requirement to recognise a provision for onerous lease contracts.
For short term leases (lease term of 12 months or less) and leases of low-value assets (such as photocopiers), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16. This expense is presented within administrative expenses in the consolidated statement of comprehensive income.
Trade and other receivables
Trade and other receivables are stated initially at fair value and subsequently measured at amortised cost less any provision for impairment.
Trade and other payables
Trade payables are recognised initially at fair value and subsequently measured at amortised cost.
Cash and cash equivalents
Cash comprises, for the purpose of the Statement of Cash Flows, cash in hand and deposits payable on demand. Cash equivalents are short-term highly liquid investments that are readily convertible to known amounts of cash and that are subject to an insignificant risk of changes in value. Cash equivalents normally have a date of maturity of 3 months or less from the acquisition date.
Bank loans and overdrafts comprise amounts due on demand.
Finance income
Finance income consists of interest receivable on funds invested. It is recognised in the Statement of Comprehensive Income as it accrues.
Taxation
Income tax on the profit or loss for the periods presented comprises current and deferred tax. Current tax is the expected tax payable on the taxable income for the year, using rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; the differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the end of the reporting period.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the assets can be utilised. Deferred tax assets and liabilities are not discounted.
Pension costs
The Group operates a pension scheme for its employees. It also makes contributions to the private pension arrangements of certain employees. These arrangements are of the money purchase type and the amount charged to the Statement of Comprehensive Income represents the contributions payable by the Group for the period.
Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial instruments are initially measured at fair value, including transaction costs that are directly attributable to the acquisition or issue of the financial instrument, except for those classified at fair value through profit or loss ("FVTPL"), where transaction costs are expensed as incurred.
Financial assets are classified at initial recognition into one of the following categories:
● Amortised cost
● Fair value through other comprehensive income ("FVOCI")
● Fair value through profit or loss ("FVTPL")
The classification is determined based on the Group's business model for managing the financial assets; and the contractual cash flow characteristics of the asset (the SPPI test).
Assets held to collect contractual cash flows that represent solely payments of principal and interest are measured at amortised cost using the effective interest method. Financial assets held within a business model whose objective is achieved by both collecting contractual cash flows and selling are measured at FVOCI. All other financial assets are measured at FVTPL.
For trade receivables and contract assets, the Group applies the simplified approach for expected credit losses (ECL) as permitted by IFRS 9, which requires lifetime expected credit losses to be recognised from initial recognition of the assets. The Group estimates ECL using a provision matrix, which is based on:
● Historical credit loss experience
● Adjusted for current conditions
● Forward-looking information, including macroeconomic factors
Financial liabilities are classified as either:
● Amortised cost, or
● FVTPL
Borrowings, lease liabilities, and trade payables are subsequently measured at amortised cost using the effective interest method.
Financial assets are derecognised when:
● The contractual rights to receive cash flows expire; or
● The Group transfers substantially all risks and rewards of ownership
Financial liabilities are derecognised when the obligation is discharged, cancelled or expires.
Financial assets and liabilities are offset and presented net only when there is a legally enforceable right to set off, and there is an intention to settle on a net basis or simultaneously.
Equity
An equity instrument is a contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. The Group's equity instruments comprise 'share capital' in the Statement of Financial Position.
Foreign currency translation
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at the rates of exchange ruling at the end of the reporting period. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to the Statement of Comprehensive Income.
Share-based awards
The Group issues equity settled payments to certain employees. Equity settled share based payments are measured at fair value (excluding the effect of non-market based vesting conditions) at the date of grant.
The fair value is estimated using option pricing models and is dependent on factors such as the exercise price, expected volatility, option price and risk free interest rate. The fair value is then amortised through the Statement of Comprehensive Income on a straight-line basis over the vesting period. Expected volatility is determined based on the historical share price volatility for the Company. Further information is given in note 24 to the financial statements.
Significant judgements and estimates
The preparation of the Group's financial statements in conformity with IFRS required management to make judgements, estimates and assumptions that affect the application of policies and reported amounts in the financial statements. These judgements and estimates are based on management's best knowledge of the relevant facts and circumstances. Information about such judgements and estimation is contained in the accounting policies and / or notes to the financial statements. For critical judgements that the directors have made in the process of applying the Group's accounting policies, see note 11 on goodwill impairment and note 13 on discount rate used to calculate right of use assets and lease liability.
2 Revenue and segment information
The Group uses several factors in identifying and analysing reportable segments, including the basis of organisation, such as differences in products and geographical areas. The Board of directors, being the Chief Operating Decision Makers, have determined that for the 18 month period ending 31 December 2025 there is only a single reportable segment.
All revenue represents sales to external customers. Two customers (2024: one) is defined as major customers by revenue, contributing more than 10% of the Group revenue.
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Customer One
5,223,091
3,833,237
Customer Two
3,648,063
980,454
Major customers in the current year
8,871,154
4,813,691
Major customers in the prior year
5,510,621
10,324,312
The geographical analysis of revenue from continuing operations by geographical location of customer is as follows:
Geographical market
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
United Kingdom
6,837,839
8,905,513
United States
20,030,104
3,580,432
Rest of the World
2,598,766
7,802,854
29,466,709
20,288,799
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Revenue from contracts with customers - Events
27,894,826
18,360,490
Revenue from contracts with customers - Film
988,106
1,418,029
Other revenue
583,777
510,280
Total revenue
29,466,709
20,288,799
Contract assets and liabilities from contracts with customers have been recognised as follows:
As at 31 December 2025
As at 30 June 2024
£
£
Deferred income
3,800,721
1,500,546
Accrued income
238,882
1,672,081
Deferred income at the beginning of the period has been recognised as revenue during the period. Deferred income carried forward at the year end will be recognised within the next year.
3 Operating profit
Operating profit is stated after charging or crediting:
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Cost of sales
Depreciation of fixtures, fittings and equipment
119,136
97,891
Amortisation of intangible assets
-
2,083
Staff costs (see note 23)
4,572,208
3,432,192
Administrative expenses
Depreciation of right-of-use assets
190,206
126,804
Depreciation of leasehold land and buildings
75,557
39,214
Loss on foreign exchange differences
21,325
73,171
Fees payable to the Company's auditor in respect of:
Audit of the Company's annual accounts
12,000
14,000
Audit of the Company's subsidiaries
57,277
33,163
Staff costs (see note 23)
2,240,440
1,605,180
4 Finance income
Finance income
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Bank interest received
77,878
35,967
5 Finance costs
Finance costs
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Coronavirus business interruption loan interest
454
5,523
Lease interest
40,719
34,264
41,173
39,787
6 Non-trading foreign exchange (losses) / gains
Non-trading foreign exchange losses for the current period relate to the Group's exposure to foreign exchange movements on non-trading assets held.
7 Taxation
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
The tax charge comprises:
Current tax
Current year
55,591
99,687
Over-provision in the previous year
(3,113)
-
52,478
99,687
Deferred tax (see note 8)
Current year
(64,499)
40,534
(64,499)
40,534
Total tax charge in the statement of comprehensive income
12,021
140,221
Factors affecting the tax charge for the year
Profit on ordinary activities before taxation from continuing operations
170,181
436,928
Profit on ordinary activities before taxation multiplied by standard rate
of UK corporation tax of 25% (2024: 25%)
42,545
109,232
Effects of:
Non-deductible expenses
57,384
30,989
Over-provision in the previous year
(3,113)
-
Other adjustments
(84,795)
-
(30,524)
30,989
Total tax charge
12,021
140,221
The Group has estimated losses of £375,762 (2024: £375,762) available to carry forward against future trading profits. Losses totalling £375,762 are in Aeorema Communications plc and can not be group relieved. As Aeorema Communications plc is not currently making taxable profits, as all trading is undertaken by its subsidiaries Aeorema Limited, Eventful Limited and Cheerful Twentyfirst, Inc., therefore no deferred tax asset has been recognised in respect of this amount as the directors do have sufficient expectation that the losses can be utilised in the foreseeable future.
8 Deferred taxation
Group
As at 31 December 2025
As at 30 June 2024
£
£
Property, plant and equipment temporary differences
(56,310)
(85,303)
Temporary differences
95,119
59,613
38,809
(25,690)
At 1 July 2024
(25,690)
14,844
Transfer to Statement of Comprehensive Income
64,499
(40,534)
At 31 December 2025
38,809
(25,690)
9 Profit attributable to members of the parent company
As permitted by section 408 of the Companies Act 2006, the parent Company's Statement of Comprehensive Income has not been included in these financial statements. The profit for the financial period of the holding company was £427,728 (2024: £377,703).
10 Earnings per ordinary share
Basic earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share are calculated by dividing the profit or loss attributable to owners of the parent by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would have been issued on the conversion of all dilutive potential ordinary shares into ordinary shares.
The following reflects the income and share data used and dilutive earnings per share computations:
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Basic earnings per share
Profit for the year attributable to owners of the Company
180,202
296,707
Basic weighted average number of shares
9,649,944
9,538,000
Dilutive potential ordinary shares
144,278
217,000
Diluted weighted average number of shares
9,794,222
9,755,000
Weighted average number of shares that would have been issued at average market price
1,781,000
1,493,000
11 Intangible fixed assets
Group
Goodwill
Intellectual Property
Total
£
£
£
Cost
At 30 June 2023
2,927,486
10,000
2,937,486
At 30 June 2024
2,927,486
10,000
2,937,486
At 31 December 2025
2,927,486
10,000
2,937,486
Impairments and amortisation
At 30 June 2023
2,363,138
7,917
2,371,055
Charge for the year
-
2,083
2,083
At 30 June 2024
2,363,138
10,000
2,373,138
Charge for the year
-
-
-
At 31 December 2025
2,363,138
10,000
2,373,138
Net book value
At 30 June 2023
564,348
2,083
566,431
At 30 June 2024
564,348
-
564,348
At 31 December 2025
564,348
-
564,348
Goodwill arose for the Group on consolidation of its subsidiaries, Aeorema Limited and Eventful Limited.
Impairment - Aeorema Limited and Eventful Limited
Goodwill arises on acquisition of a business combination and represents the difference between the fair value of the consideration paid and the aggregate fair value of identifiable assets and liabilities acquired. Goodwill is tested annually for impairment, goodwill is impaired when the value in use exceeds the net asset value of the group's cash generating units (CGUs). The CGUs represent Aeorema Limited and Eventful Limited, being the lowest level within the group at which goodwill is monitored for internal management purposes.
The value in use has been calculated on a discounted cash flow basis using the 2026 budgeted figures as approved by the Board of directors, extended in perpetuity to calculate the terminal value and discounted at a rate of 10%. It is assumed that future growth will be 3% for venue sourcing activities and 2% for event production activities. Using these assumptions, which are based on past experience and future expectations, the recoverable amount of goodwill of £1,033,536 was determined to be higher than its carrying value, hence no impairment in the year.
Sensitivity Analysis
If the assumptions used in the impairment review were changed to greater extent than as presented in the following table, the changes would, in isolation, lead to impairment loss being recognised for 0% growth rate.
Aeorema Limited
2% Growth
0% Growth
Discount Rate of 5%
Discount Rate of 15%
£
£
£
£
Value in use calculations
780,601
(12,879,031)
436,728
838,657
Carrying amount in financial statements
365,154
365,154
365,154
365,154
Difference
415,447
(13,244,185)
71,574
473,503
Eventful Limited
3% Growth
0% Growth
Discount Rate of 5%
Discount Rate of 15%
£
£
£
£
Value in use calculations
252,935
(442,179)
536,602
149,147
Carrying amount in financial statements
199,194
199,194
199,194
199,194
Difference
53,741
(641,373)
337,408
(50,047)
Combined
2% Growth
0% Growth
Discount Rate of 5%
Discount Rate of 15%
£
£
£
£
Value in use calculations
1,033,536
(13,321,210)
973,330
987,804
Carrying amount in financial statements
564,348
564,348
564,348
564,348
Difference
469,188
(13,885,558)
408,982
423,456
12 Property, plant and equipment
Group
Leasehold improvements
Fixtures, fittings
Total
and equipment
£
£
£
Cost
At 30 June 2023
252,889
403,262
656,151
Additions
4,524
50,187
54,711
Disposals
-
(1,344)
(1,344)
At 30 June 2024
257,413
452,105
709,518
Additions
117,846
106,155
224,001
Disposals
-
(4,758)
(4,758)
At 31 December 2025
375,259
553,502
928,761
Depreciation
At 30 June 2023
36,178
191,464
227,642
Charge for the year
39,214
97,891
137,105
Eliminated on disposal
-
(56)
(56)
At 30 June 2024
75,392
289,299
364,691
Charge for the year
75,557
119,136
194,693
Eliminated on disposal
-
(2,137)
(2,137)
At 31 December 2025
150,949
406,298
557,247
Net book value
At 30 June 2023
216,711
211,798
428,509
At 30 June 2024
182,021
162,806
344,827
At 31 December 2025
224,310
147,204
371,514
13 Right-of-use assets
Group
Leasehold Property
£
Cost
At 30 June 2023
887,138
At 30 June 2024
887,138
At 31 December 2025
887,138
Depreciation
At 30 June 2023
190,152
Charge for the year
126,804
At 30 June 2024
316,956
Charge for the year
190,206
At 31 December 2025
507,162
Net book value
At 30 June 2023
696,986
At 30 June 2024
570,182
At 31 December 2025
379,976
The right-of-use asset is calculated on the assumption that the Group will remain in the premises for the duration of the 7 year lease agreement. A discount rate of 5% was used to calculate the right-of-use asset. 5% was considered an appropriate rate based on the Group's incremental borrowing rate.
14 Non-current assets - Investments
Company
Shares in subsidiary
£
Cost
At 30 June 2023
3,987,781
Increase in respect of share-based payments
69,434
At 30 June 2024
4,057,215
Increase in respect of share-based payments
95,929
At 31 December 2025
4,153,144
Provision
At 30 June 2023
2,694,213
At 30 June 2024
2,694,213
At 31 December 2025
2,694,213
Net book value
At 30 June 2023
1,293,568
At 30 June 2024
1,363,002
At 31 December 2025
1,458,931
Holdings of more than 20%
The Company holds more than 20% of the share capital of the following companies:
Subsidiary undertakings
Country of
Shares held
Profit / (loss) before tax for the 18 month period ended 31 December 2025
Net assets as at 31 December 2025
Registration
or incorporation
Class
%
£
£
Aeorema Limited
England and Wales
Ordinary
100
271,729
931,839
Eventful Limited
England and Wales
Ordinary
100
(25,587)
90,441
Twentyfirst Limited (Dormant)
England and Wales
Ordinary
100
-
1,362
Cheerful Twentyfirst, Inc.
United States of America
Ordinary
100
31,756
320,445
The registered address of Aeorema Limited, Eventful Limited and Twentyfirst Limited is 101 New Cavendish Street, 1st Floor South, London, W1W 6XH. The registered address of Cheerful Twentyfirst, Inc. is 85 Broad Street, Floor 16, New York, NY, 10004.
Cheerful Twentyfirst B.V. was liquidated on 1 September 2025. The loss on liquidation was £15,830.
15 Trade and other receivables
Group
Company
As at 31 December 2025
As at 30 June 2024
As at 31 December 2025
As at 30 June 2024
£
£
£
£
Trade receivables
1,756,836
1,608,713
-
-
Related party receivables
-
-
640,737
811,427
Other receivables
447,580
413,560
68,155
5,951
Prepayments and accrued income
2,407,469
2,399,747
12,342
15,153
4,611,885
4,422,020
721,234
832,531
All trade and other receivables are expected to be recovered within 12 months of the end of the reporting period. The fair value of trade and other receivables is the same as the carrying values shown above.
Trade and other receivables are assessed for impairment based upon the expected credit losses model. The credit losses historically incurred have been immaterial and as such the risk profile of the trade receivables has not been presented.
The Group has recognised a bad debt provision of £78,933.
Furthermore, at the year end, trade receivables of £151,965 (2024: £139,047) were past due but not impaired. These amounts are still considered recoverable. The ageing of these trade receivables is as follows:
Group
As at 31 December 2025
As at 30 June 2024
£
£
Less than 90 days overdue
17,018
4,892
More than 90 days overdue
134,947
134,155
151,965
139,047
16 Cash at bank and in hand
Group
Company
As at 31 December 2025
As at 30 June 2024
As at 31 December 2025
As at 30 June 2024
£
£
£
£
Bank balances
2,189,580
3,119,353
97,488
117,816
2,189,580
3,119,353
97,488
117,816
17 Trade and other payables
Group
Company
As at 31 December 2025
As at 30 June 2024
As at 31 December 2025
As at 30 June 2024
£
£
£
£
Trade payables
416,078
2,127,981
8,582
27,203
Related party payables
-
-
67,355
67,355
Taxes and social security costs
409,359
3,316
-
-
Other payables
120,128
118,158
-
-
Accruals and deferred income
4,066,395
3,121,594
15,447
19,549
5,011,960
5,371,049
91,384
114,107
All trade and other payables are expected to be settled within 12 months of the end of the reporting period. The fair value of trade and other payables is the same as the carrying values shown above.
18 Bank Loans
As at 31 December 2025
As at 30 June 2024
£
£
Bank Loan
Current
-
27,778
Non-current
-
-
-
27,778
On 15 October 2020 the company received a Floating Rate Basis Coronavirus Business Interruption Loan (CBIL) of £250,000 from Barclays Bank UK PLC to cover the company's working capital commitments during the COVID-19 pandemic. For the first twelve months interest on the loan is paid by the UK government, after this point interest will be paid at a margin of 2.28%, in addition to monthly capital repayments of £6,944 to the final repayment date of 15 October 2024.
The loan was repaid in full on 15 October 2024.
19 Leases
The balance sheet shows the following amounts relating to leases:
Leasehold dilapidations relate to the estimated cost of returning a leasehold property to its original state at the end of the lease in accordance with the lease terms. The main uncertainty relates to estimating the cost that will be incurred at the end of the lease.
21 Share capital
As at 31 December 2025
As at 30 June 2024
£
£
Authorised
28,000,000 Ordinary shares of 12.5p each
3,500,000
3,500,000
Allotted, called up and fully paid
Number
Ordinary shares
£
At 30 June 2023
9,538,000
1,192,250
At 30 June 2024
9,538,000
1,192,250
Shares issued during the year
155,000
19,375
At 31 December 2025
9,693,000
1,211,625
Following the reporting date, Aeorema Communications plc acquired 257,500 of its own ordinary shares at prices between 60 pence and 68.5 pence per share, for an aggregate consideration of £164,018, during the period from January to March 2026. The shares were initially classified as treasury shares and were subsequently cancelled on 7 April 2026.
Holders of these shares are entitled to dividends as declared from time to time and are entitled to one vote per share at general meetings of the company.
See note 24 for details of share options outstanding.
22 Directors' emoluments
Salary, fees, bonuses and benefits in kind
Pensions
Total
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
£
£
£
£
M Hale
-
-
-
-
-
-
S Haffner
10,000
20,000
-
-
10,000
20,000
R Owen
30,000
20,000
-
-
30,000
20,000
S Quah
337,252
243,231
15,000
10,000
352,252
253,231
A Harvey
237,459
179,487
12,000
8,000
249,459
187,487
H Luffman
8,333
20,000
-
-
8,333
20,000
A Charlton
21,667
-
-
21,667
-
644,711
482,718
27,000
18,000
671,711
500,718
The remuneration of directors of the Company is set out below.
During the year M Hale waived his right to fees of £30,000 (2024: £20,000)
The share options held by directors who served during the year are summarised below:
Name
Grant date
Number awarded
Exercise price
Earliest exercise date
Expiry date
S Quah
22 August 2018
145,000
29.00p
17 November 2020
22 August 2028
A Harvey
22 August 2018
300,000
29.00p
17 November 2020
22 August 2028
S Quah
29 April 2021
100,000
31.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
31.00p
5 November 2023
29 April 2031
S Quah
29 April 2021
100,000
50.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
50.00p
5 November 2023
29 April 2031
S Quah
29 April 2021
100,000
70.00p
5 November 2023
29 April 2031
A Harvey
29 April 2021
100,000
70.00p
5 November 2023
29 April 2031
S Quah
7 February 2025
200,000
12.50p
7 February 2027
7 February 2035
A Harvey
7 February 2025
50,000
12.50p
7 February 2027
7 February 2035
Fees for S Haffner are charged by Harris & Trotter LLP, a firm in which he is a member (see note 25).
23 Employee information
The average monthly number of employees (including directors) employed by the Group during the year was:
Number of employees
Group
Company
2025 Number
2024 Number
2025 Number
2024 Number
Administration and production
58
74
5
5
The aggregate payroll costs of these employees charged in the Statement of Comprehensive Income was as follows:
Employment costs
Group
Company
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
£
£
Wages and salaries
5,843,347
4,272,587
70,000
60,000
Social security costs
692,458
524,751
-
-
Pension costs
181,026
170,600
-
-
Share-based payments
95,817
69,434
-
-
6,812,648
5,037,372
70,000
60,000
24 Share-based payments
The Group operates an EMI share option scheme for key employees. Options are granted to key employees at an exercise price equal to the market price of the Company's shares at the date of grant. Options are exercisable from the third anniversary of the date of grant and lapse if they remain unexercised at the tenth anniversary or upon cessation of employment. The following option arrangements exist over the Company's shares:
Date of grant
Exercise price
Exercise period
Number of options 2025
Number of options 2024
From
To
22 August 2018
29.0p
17 November 2020
22 August 2028
445,000
600,000
14 June 2019
26.0p
14 June 2022
14 June 2029
120,000
120,000
29 April 2021
31.0p
5 November 2023
29 April 2031
200,000
200,000
29 April 2021
50.0p
5 November 2023
29 April 2031
200,000
200,000
29 April 2021
70.0p
5 November 2023
29 April 2031
200,000
200,000
23 May 2022
60.0p
23 May 2025
23 May 2032
100,000
100,000
19 October 2022
71.0p
19 October 2025
19 October 2032
110,000
110,000
11 October 2023
78.5p
11 October 2026
11 October 2033
100,000
240,000
12 September 2024
57.5p
1 August 2026
12 September 2034
40,000
-
12 September 2024
57.5p
1 February 2027
12 September 2034
40,000
-
7 February 2025
12.5p
7 February 2027
7 February 2035
250,000
-
31 July 2025
56.0p
1 October 2027
31 July 2035
130,000
-
1,935,000
1,770,000
Details of the number of share options and the weighted average exercise price outstanding during the year are as follows:
Number of options
Weighted average exercise price
Number of options
Weighted average exercise price
2025
2025
2024
2024
£
£
Outstanding at beginning of the year
1,770,000
0.41
1,530,000
0.48
Granted during the year
460,000
0.42
240,000
0.79
Cancelled during the year
(140,000)
(0.79)
-
-
Exercised during the year
(155,000)
(0.29)
-
-
Outstanding at end of the year
1,935,000
0.49
1,770,000
0.52
Exercisable at the end of the year
1,215,000
0.30
1,320,000
0.41
The exercise price of options outstanding at the year-end was £0.492 (2024: £0.519) and their weighted average contractual life was 5.8 years (2024: 6.3 years).
Equity-settled share-based payments are measured at fair value at the date of grant. The fair value as determined at the grant date of equity-settled share-based payments is expensed on a straight line basis over the vesting period, based on the Group's estimate of shares that will eventually vest. The estimated fair value of the options is measured using an option pricing model. The inputs into the model are as follows:
Grant date
22 August 2018
Model used
Black-Scholes
Share price at grant date
29.0p
Exercise price
29.0p
Contractual life
10 years
Risk free rate
0.75%
Expected volatility
40.33%
Expected dividend rate
0.00%
Fair value option
14.800p
Grant date
14 June 2019
Model used
Black-Scholes
Share price at grant date
26.0p
Exercise price
26.0p
Contractual life
10 years
Risk free rate
0.75%
Expected volatility
40.33%
Expected dividend rate
0.00%
Fair value option
12.894p
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
31.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
30.060p
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
50.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
29.943p
Grant date
29 April 2021
Model used
Black-Scholes
Share price at grant date
30.5p
Exercise price
70.0p
Contractual life
10 years
Risk free rate
0.84%
Expected volatility
153.96%
Expected dividend rate
0.00%
Fair value option
29.845p
Grant date
23 May 2022
Model used
Black-Scholes
Share price at grant date
60.0p
Exercise price
60.0p
Contractual life
10 years
Risk free rate
2.31%
Expected volatility
175.63%
Expected dividend rate
0.00%
Fair value option
59.707p
Grant date
19 October 2022
Model used
Black-Scholes
Share price at grant date
71.0p
Exercise price
71.0p
Contractual life
10 years
Risk free rate
3.87%
Expected volatility
177.03%
Expected dividend rate
0.00%
Fair value option
26.581p
Grant date
11 October 2023
Model used
Black-Scholes
Share price at grant date
78.5p
Exercise price
78.5p
Contractual life
10 years
Risk free rate
4.33%
Expected volatility
146.09%
Expected dividend rate
3.00%
Fair value option
77.184p
Grant date
12 September 2024
Model used
Black-Scholes
Share price at grant date
57.5p
Exercise price
57.5p
Contractual life
10 years
Risk free rate
3.78%
Expected volatility
128.82%
Expected dividend rate
3.00%
Fair value option
55.523p
Grant date
7 February 2025
Model used
Black-Scholes
Share price at grant date
48.5p
Exercise price
12.5p
Contractual life
10 years
Risk free rate
4.48%
Expected volatility
123.88%
Expected dividend rate
3.00%
Fair value option
47.587p
Grant date
31 July 2025
Model used
Black-Scholes
Share price at grant date
56.0p
Exercise price
56.0p
Contractual life
10 years
Risk free rate
4.57%
Expected volatility
123.76%
Expected dividend rate
3.00%
Fair value option
51.923p
The expected volatility is determined by calculating the historical volatility of the parent company's share price. For the share options issued prior to the year ended 30 June 2021 the historical volatility of the parent company's share price is calculated over the last three years. For share options issued after 1 July 2021 the historical volatility is calculated over the last 10 years. The method used to determine the historical volatility of the parent company's share price changed in the prior year as a consequence of the COVID-19 pandemic. The impact of the COVID-19 pandemic on the parent company's share price was significant and not considered an appropriate measure of the parent company's share price volatility. The extension of the period to 10 years was considered appropriate. The risk free-rate is based on the yield from gilt strip government bonds with a similar life to the expected life of the options.
The Group recognised the following charges in the Statement of Comprehensive Income in respect of its share-based payment plans:
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Share-based payment charge
95,929
69,434
25 Related party transactions
The Group has a related party relationship with its subsidiaries and its key management personnel (including directors). Details of transactions between the Company and its subsidiaries are as follows:
As at 31 December 2025
As at 30 June 2024
£
£
Amounts owed by subsidiaries
Total amount owed by subsidiaries
640,737
811,427
Amounts owed to subsidiaries
Total amount owed to subsidiaries
67,355
67,355
Compensation of key management
The compensation of key management (including directors) of the Group is as follows:
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Short-term employee benefits
644,711
482,718
Post-employment benefits
27,000
18,000
671,711
500,718
The share options held by directors of the Company are disclosed in note 24. During the year, a charge of £37,304 (2024: £17,501) was recognised in the Consolidated Statement of Comprehensive Income in respect of these share options.
At the period end £10,000 (2024: £10,000) was outstanding from S Quah.
Harris and Trotter LLP is a firm in which S Haffner (resigned as a director on 21 January 2025) is a member. The amounts charged to the Group for professional services are as follows:
Harris and Trotter LLP - charged during the year
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Aeorema Communications plc
10,000
20,000
Aeorema Limited
14,158
14,400
24,158
34,400
At the period end, the Group had no outstanding trade payable balance to Harris and Trotter LLP.
26 Cash flows
Group
18 Months Ended 31 December 2025
12 Months Ended 30 June 2024
£
£
Cash flows from operating activities
Profit before taxation
170,181
436,928
Depreciation of property, plant and equipment
194,693
137,105
Depreciation of right-of-use assets
190,206
126,804
Amortisation of intangible fixed assets
-
2,083
Loss on disposal of fixed assets
2,621
1,288
Share-based payment expense
95,929
69,434
Finance income
(77,878)
(35,967)
Interest on lease liabilities
40,719
34,264
Exchange rate differences on translation
88,549
(88,632)
705,020
683,307
(Decrease) / increase in trade and other payables
(376,196)
1,497,111
(Increase) in trade and other receivables
(189,866)
(919,497)
Taxation paid
(145,200)
(55,451)
Cash generated from operating activities
(6,242)
1,205,470
27 Financial instruments
Financial instruments recognised in the consolidated statement of financial position
All financial instruments are recognised initially at their transaction cost and subsequently measured at amortised cost.
Group
Company
As at 31 December 2025 £
As at 30 June 2024 £
As at 31 December 2025 £
As at 30 June 2024 £
Financial Assets
Trade and other receivables
2,522,232
3,694,354
640,737
811,428
Cash and cash equivalents
2,189,580
3,119,353
97,488
117,816
Investments in subsidiaries
-
-
1,458,931
1,363,002
Total
4,711,812
6,813,707
2,197,156
2,292,246
Financial Liabilities
Trade and other payables
536,207
2,273,917
75,936
94,557
Accruals
265,674
1,621,048
15,447
19,550
Total
801,881
3,894,965
91,383
114,107
The Group is exposed to risks that arise from its use of financial instruments. There have been no significant changes in the Group's exposure to financial instrument risk, its objectives, policies and processes for managing those from previous periods. The principal financial instruments used by the Group, from which financial instrument risk arises, are trade receivables, cash and cash equivalents and trade and other payables.
Credit risk
Credit risk arises principally from the Group's trade receivables. It is the risk that the counterparty fails to discharge its obligation in respect of the instrument. The maximum exposure to credit risk at 31 December 2025 was £1,756,836 (2024: £1,608,713). Trade receivables are managed by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits. The credit risk associated with trade receivables is minimal as invoices are based on contractual agreements with long-standing customers. Credit losses historically incurred by the Group have consequently been immaterial.
Liquidity risk
Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group's policy is to meet its liabilities when they fall due. The Group monitors cash flow on a regular basis. At the period end, the Group has sufficient liquid resources to meet its obligations of £1,237,491 (2024: £3,989,476). Management prepared cashflow forecasts and have performed sensitivity analysis on these forecasts. Management have not identified any anticipated liquidity issues on the Group's ability to pay debts as they fall due.
Market risk
Market risk arises from the Group's use of interest bearing financial instruments. It is the risk that the fair value of future cash flows of a financial instrument will fluctuate. At the period end, the cash and cash equivalents of the Group net of bank overdrafts was £2,189,580 (2024: £3,119,353). The Group ensures that its cash deposits earn interest at a reasonable rate.
Foreign exchange risk
The Group has trade in other foreign currencies, mainly USD and EUR, and therefore has trade receivable, payables and cash holdings in these foreign currencies and is subject to risk of movement in these foreign exchange currencies. The Group mitigates this through natural hedging, matching receipts and payments in these currencies.
Capital risk
The Group's objectives when managing capital are to safeguard the Group's ability to continue as a going concern while maximising the return to stakeholders. The capital structure of the Group consists of equity attributable to equity holders of the parent, comprising issued share capital, reserves and retained earnings as disclosed in the Consolidated Statement of Changes in Equity. At the period end, total equity was £2,635,775 (2024: £2,805,725).
28 Pension costs defined contribution
The Group makes pre-defined contributions to employees' personal pension plans. Contributions payable by the Group for the period were £182,928 (2024: £170,429). At the end of the reporting period £43,117 (2024: £8,779) of contributions were due in respect of the period.
29 Dividends
In the 18 month period ended 31 December 2025 the Company paid an interim dividend of 3 pence per share totalling £290,790.
The directors propose that a final dividend of 1 pence per share (2024: 3 pence) be paid to shareholders on 10 July 2026. The dividends are subject to approval by shareholders at the Annual General Meeting and have not been included as liabilities in these consolidated financial statements. The proposed dividends are payable to all shareholders on the Register of Members on 19 June 2026. The total estimated dividend to be paid is £94,355. The payment of this dividend will not have any tax consequences for the Group.
30 Contingent liability
Company
The Company is a member of a group VAT registration with all other companies in the Aeorema Communications group and, under the terms of the registration, is jointly and severally liable for the VAT payable by all members of the group. At 31 December 2025 the Company had no potential liability under the terms of the registration.
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