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REG - Aeorema Comms Plc - Final Results

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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  (#_ftn1) ))

•    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  (#_ftnref1) )) 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
(http://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
(http://www.aeorema.com) or contact:

 Aeorema Communications plc                                                         Tel: +44 (0) 20 7291 0444

 Andrew Harvey 

 Allenby Capital Limited                                                            Tel: +44 (0)20 3328 5656 

 Nominated Adviser & Broker

 John Depasquale / Liz Kirchner (Corporate Finance) 

 Kelly Gardiner / Joscelin Pinnington / Lauren Wright  (Sales & Corporate
 Broking) 

 St Brides Partners Ltd                                                              aeorema@stbridespartners.co.uk (mailto:aeorema@stbridespartners.co.uk)  

 Financial PR

 Paul Dulieu / Isabel de Salis  

 

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  436,960                           436,928
 (Losses) / Gains
 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         436,960                           436,928
 (losses) / gains
 Non-trading foreign exchange (losses) / gains                                 6      (250,949)                         -
 Loss on liquidation                                                           14     (15,830)                          -
 Profit before taxation                                                               170,181                           436,928
 Taxation                                                                      7      12,021                            (140,221)
 Profit for the period                                                                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 the period                                            88,549                            (88,632)
 Total comprehensive  income for the year attributable  to owners of the              270,751                           208,075
 parent

 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      31 December 2025  30 June

                                                                       2024                           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  1,781,000                         1,493,000
 market price

 

11 Intangible fixed assets

 Group                          Goodwill   Intellectual  Total

                                           Property
                                £          £             £
 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
                                2,363,138  7,917         2,371,055

 At 30 June 2023
 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    As at 31 December 2025  As at 30

                                                         June 2024                           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    As at 31 December 2025  As at 30

                                        June 2024                           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    As at 31 December 2025  As at 30

                                                          June 2024                           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:

 Group                As at 31 December 2025  As at 30

                                              June 2024
                      £                       £
 Right-of-use assets
 Leasehold property   379,976                 570,182

                      379,976                 570,182

 

 Group              As at 31 December 2025  As at 30

                                            June 2024
                    £                       £
 Lease liabilities
 Current            122,679                 113,201
 Non-current        319,055                 500,814
                    441,734                 614,015

 

 Group                                                    As at 31 December 2025  As at 30

                                                                                  June 2024
                                                          £                       £
 Maturity analysis - contractual undiscounted cash flows
 Less than one year                                       142,000                 142,000
 One to five years                                        248,500                 497,000
 More than five years                                     -                       -
                                                          390,500                 639,000

 

 Group                          18 Months       12 Months Ended 30

                                Ended 31        June 2024

                                December 2025
                                £               £
 Interest on lease liabilities  40,719          34,264
                                40,719          34,264

 

20 Provisions

 Group                                         Leasehold dilapidations  Total
                                               £                        £
 At 30 June 2023                               48,500                   48,500
 Charged to statement of comprehensive income  9,000                    9,000
 At 30 June 2024                               57,500                   57,500

 Charged to statement of comprehensive income  17,892                   17,892

 Released during the period                    (35,000)                 (35,000)

 At 31 December 2025                           40,392                   40,392

 

 Group        Leasehold dilapidations  Total
              £                        £
 Current      -                        -
 Non-current  40,392                   40,392
              40,392                   40,392

 

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        As at 30

                                           December 2025   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               12 Months Ended 30      18 Months       12 Months Ended 30  18 Months       12 Months Ended 30

             Ended 31                June 2024               Ended 31        June 2024           Ended 31        June 2024

             December 2025                                   December 2025                       December 2025
             £                       £                       £               £                   £               £
 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       12 Months Ended 30  18 Months Ended 31 December 2025  12 Months Ended 30

                        Ended 31        June 2024                                             June 2024

                        December 2025
                        £               £                   £                                 £
 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        As at 30

                                    December 2025   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    As at 31 December 2025  As at 30

                              £                       June 2024   £                       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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.   END  FR ARMBTMTIBBIF



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