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REG - Aferian PLC - Half-Year Results

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RNS Number : 7259S  Aferian PLC  28 July 2025

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service (RIS), this inside information
will be in the public domain

 

AFERIAN PLC

 

("Aferian", the "Company" or the "Group")

 

HALF YEAR RESULTS

 

 

Aferian plc (LSE AIM: AFRN), the B2B video streaming solutions company,
announces its unaudited results for the six months ended 31 May 2025 ("H1
2025").

 

Financial Highlights

 

·      Revenue for the H1 2025 increased by 36% to $16.6 million (H1
2024: $12.2 million) and adjusted EBITDA((1)) for the six months ended 31 May
2025 was $1.7 million profit (H1 2024: loss $2.4 million).

 

·      Exit run rate Annual Recurring Revenue ("ARR")((2)) increased by
2% to $14.4 million (H1 2024: $14.1 million).

 

·      Adjusted operating cash flow before tax((3)) was an inflow of
$1.1 million (H1 2024: $5.0 million outflow).

 

·      Inventory as at 31 May 2025 was $2.1million, down from $4.0
million at 31 May 2024 and $2.4 million at 30 November 2024.

 

Operational Highlights

 

·      Revenue growth driven by a 94% year-on-year rise in Amino revenue
to $9.3 million as strong sales execution led to higher order volumes from
existing Pay TV customers and new deployments in Enterprise Video and Digital
Signage.

 

·      24i revenue remained stable at $7.4 million. ARR at the half year
for 24i was in line with FY24 levels, with new contract wins being delivered
in the half offsetting customer churn. Product innovation, including
enhancements to the 24i Video Cloud, supported new customer wins and
strengthened the pipeline.

 

·      Adjusted EBITDA profit of $1.7 million marked a significant
turnaround from the $2.4 million loss in H1 2024, reflecting increased
revenues and the benefits of the FY24 restructuring programme.

 

Liquidity and Financial Position

 

·      Net debt((4)) at 31 May 2025 was $14.6 million (30 November 2024
$12.7 million). The year end figure included $1.7 million of advance cash
receipts relating to FY 2025 revenues. On a like-for-like basis, net debt at
30 November 2024 was $14.4 million.

 

·      The Group is in the process of renegotiating a refinancing of its
existing bank facilities, which are due for repayment at the end of September
2025. Whilst discussions with potential finance providers are ongoing, as no
agreements have yet been signed there remains uncertainty that a refinancing
will be successfully completed.

 

Current Trading and Outlook

Subject to agreeing the refinancing, the Group is well positioned to deliver
against its strong H2 2025 order book. Supported by this improved revenue
visibility and solid operational performance in H1 2025, the Board now expects
FY25 full-year revenues to be approximately 20% ahead of FY24 and FY25 results
overall to be in line with the Board's expectations.

 

Notes

1.    Adjusted EBITDA is calculated as operating loss before depreciation,
interest, tax, amortisation, exceptional items (see note 4) and employee
share-based payment charges.

2.    Exit run rate ARR is annual run-rate recurring revenue as at 31 May
2025.

3.    Adjusted operating cash flow before tax is a non-GAAP measure and
excludes cash paid/received in respect of exceptional items.

4.    Net debt is a non-GAAP measure and is calculated as loans and
borrowings net of cash and cash equivalents and excluding capitalised
refinancing costs.

 

 

 

Mark Carlisle, CEO of Aferian plc, commented:

 

"The momentum we established in the second half of last year has continued
into H1 2025. We've delivered a significant improvement in financial
performance, grown revenue by over a third compared to H1 2024 which, combined
with the benefits of the previous cost action results in a return to
profitability. The Group's strong and visible commercial orderbook underpins
expectations for H2 2025 stable.

 

As we look ahead, our priorities remain clear: scaling recurring software
revenues, convert our strong pipeline, and complete the refinancing of our
lending facilities ahead of their maturity in September 2025. Refinancing
discussions are ongoing, and we remain confident in reaching a resolution that
will support our growth strategy and provide a stronger platform for the
future.

 

Given the performance in H1 and our current visibility, we now expect full
year revenues to be approximately 20% ahead of FY24 and FY25 results overall
to be in line with the Board's expectations showing the strong turnaround
compared to last year."

 

For further information please contact:

 

 Aferian plc                                     +44 (0)1954 234100
 Mark Wells, Chairman

 Mark Carlisle, Chief Executive Officer

 Zeus (Nominated Adviser and Broker)             +44 (0)20 3829 5000
 Katy Mitchell, Ed Beddows (Investment Banking)

 Benjamin Robertson (ECM)

 

 

Chief Executive Officer's Statement

H1 2025 marks a continuation of the momentum established in H2 2024. Group
revenues increased 36% period-on-period to $16.6m (H1 FY2024: $12.2m), driven
primarily by a strong sales performance from Amino. Adjusted EBITDA profit for
the period was $1.7m, a material improvement from the $2.4m loss recorded in
the same period last year, underpinned by higher revenues and the benefit of
the Group's restructured cost base.

Following the significant restructuring undertaken in FY24, the Group is now
demonstrating tangible operational and financial improvements and early signs
of growth. We remain focused on strategic execution and are engaged in
discussions with potential finance providers to agree a refinancing package in
H2 2025 that will support the Group's ongoing growth strategy.

Amino: Growth Through Commercial Execution

Amino delivered revenue of $9.3m in H1 2025, up 94% period-on-period (H1 2024:
$4.8m), reflecting robust demand across both Pay TV and Enterprise Video &
Digital Signage ("EVDS") segments. The increase was supported by improved
commercial execution following enhanced investment in sales and marketing.

We have seen stronger-than-expected order volumes from existing Pay TV
customers, while our next-generation EVDS products are being deployed with
leading clients. Our SaaS device management platform continues to be a key
differentiator, enhancing customer stickiness and contributing to recurring
revenue.

24i: Stabilisation and Strategic Progress

24i's H1 2025 revenue was $7.4m (H1 2024: $7.4m). While broadly flat
period-on-period, this reflects the full impact of churn from two large
customers at the end of FY23. Operational performance has since stabilised,
and we are beginning to see momentum in the pipeline, supported by cost
discipline and increased product focus.

24i is a product-led SaaS business centred on the 24i Video Cloud, which
includes AI-driven personalisation, advanced advertising and marketing
attribution capabilities. These enhancements are driving customer interest and
pipeline expansion in a growing market. In H1 FY2025, 24i successfully
launched LGBTQ+ streaming network Revry on the 24i Video Cloud, a milestone
that underlines both the platform's scalability and its relevance to the
growing ad-supported streaming segment.

Revenue Visibility and ARR Progress

The Group's exit run-rate Annual Recurring Revenue (ARR) at 31 May 2025 was
$14.4m (H1 2024: $14.1m), an increase of 2%.This reflects stabilisation in
24i's ARR with new contract wins being delivered in the half offsetting
customer churn.

Amino also entered H2 2025 with a strong order book for device revenue,
including significant confirmed orders across both Pay TV and EVDS segments.
This provides enhanced revenue visibility compared to previous years and
supports our confidence in delivering second-half growth.

 

Financial Review

H1 2024 Key Performance Indicators

                                                           H1 2025  H1 2024  Change

                                                           $m       $m       %
 Devices revenues                                          7.2      2.4      200%
 Software & services revenues                              9.4      9.8      (4)%
 Total revenue                                             16.6     12.2     36%
 Exit run rate Annual Recurring Revenue ("ARR") at 31 May  14.4     14.1     2%
 Adjusted operating cashflow before tax                    1.1      (4.3)    126%

High margin software & services revenues decreased by 4% to $9.4 million
(H1 2024: $9.8 million). Device revenues in the first half were $7.2 million
(H1 2024: $2.4 million), representing an increase of 200% period-on-period
predominately due to larger order volumes in Amino from existing Pay TV
customers. Consequently, Group revenue for the period was $16.6 million (H1
2024: $12.2 million). As at 31 May 2025, exit run rate ARR increased to $14.4
million (H1 2024: $14.1 million).

Revenue, adjusted EBITDA and capitalised development costs by segment

 

                Revenue             Adjusted EBITDA       Capitalised Development Costs
                H1 2025  H1 2024    H1 2025   H1 2024     H1 2025          H1 2024

$m
$m
$m
$m
$m
$m
 24i            7.4      7.4        0.9       (0.5)       0.8              0.3
 Amino          9.2      4.8        1.7       (0.8)       0.1              0.4
 Central costs  −        −          (0.9)     (1.1)       −                −
 Total          16.6     12.2       1.7       (2.4)       0.9              0.7

 

Adjusted EBITDA profit for H1 2025 was $1.7 million (H1 2024: loss $2.4
million). Adjusted EBITDA is reconciled below and is calculated as operating
profit before depreciation, interest, tax, amortisation, impairment of
goodwill, exceptional items and employee share-based payment charges. This is
consistent with the way the financial performance of the Group is presented to
the Board.

A reconciliation of Adjusted EBITDA to operating loss is provided as follows:

                                              H1 2025  H1 2024

                                              $m       $m
 Adjusted EBITDA                              1.7      (2.4)
 Exceptional items within operating expenses  (0.2)    (2.7)
 Employee share-based payment charge          (0.1)    (0.1)
 Depreciation and amortisation                (2.7)    (5.0)
 Operating loss                               (1.3)    (10.2)

 

 

Cash flow and net debt

A reconciliation of adjusted operating cash flow before tax to cash generated
from operations before tax is provided as follows:

                                                   H1 2025  H1 2024

$m
$m
 Adjusted operating cashflow before tax            1.1      (5.0)
 Refinancing and associated costs                  (0.5)    (0.3)
 Redundancy and associated costs                   −        (1.0)
 Cash generated / (used) in operations before tax  0.5      (6.3)

Cash generated in operations before tax was an inflow of $0.5 million (H1
2024: outflow of $6.3 million), including $0.5 million of refinancing costs.
These costs relate to the FY24 refinancing but were settled in cash during H1
2025, reflecting the phasing of payments.

Tax payments, principally in respect of corporation tax, totalled $0.3 million
during the period (H1 2024: $0.2 million).

During the period, the Group capitalised $0.9 million of development costs (H1
2024: $0.7 million).

Interest paid in the period of $0.7 million (H1 2024: $0.8 million) comprises
bank loan and overdraft interest.

Financial position

Net debt as at 31 May 2025 stood at $14.6 million (30 November 2024: $12.7
million), including $13.1 million RCF and $2.2m of utilised overdraft. Cash
flow and working capital are being carefully managed within our facilities as
headroom over our liquidity covenants remains low. Working capital movements
in H1 2025 reflect normal seasonal swings, within inventory and receivables
trending positively. The Group is in the process of renegotiating a
refinancing of its existing bank facilities, which are due for repayment at
the end of September 2025.

Going concern

The Directors have considered it appropriate to prepare these condensed
consolidated interim financial statements on a going concern basis. The
Directors assessment of going concern is set out in note 2.

Principal risks and uncertainties

The principal risks and uncertainties facing the Group remain consistent with
the principal risks and uncertainties reported in Aferian Plc's 2024 Annual
Report.

Current Trading and Outlook

Subject to agreeing the refinancing, the Group well positioned to deliver
against its strong H2 2025 order book. Supported by this improved revenue
visibility and solid operational performance in H1 2025, the Board now expects
FY25 full-year revenues to be approximately 20% ahead of FY24 and FY25 results
overall to be in line with the Board's expectations.

Mark Carlisle

Chief Executive Officer

 

Consolidated income statement

For the six months ended 31 May 2025

                                          Six months ended   Six months ended

                                          31 May 2025        31 May 2024

                                          (unaudited)        (unaudited)
                                   Notes  $'000              $'000
 Revenue                           3      16,637             12,173
 Cost of sales                            (8,033)            (4,851)
 Gross profit                             8,604              7,322
                                          ((9898485120k
 Operating expenses                       (9,881)            (17,567)
 Operating loss                           (1,277)            (10,245)

 Finance expense                          (794)              (791)
 Finance income                           717                89
 Net finance expense                      (77)               (702)
 Loss before tax                          (1,354)            (10,947)
 Tax (charge) / credit                    (153)              921
 Loss after tax                           (1,507)            (10,026)

 Basic and Diluted loss per share  6      (1.36c)            (9.02c)

 

 Reconciliation to Adjusted EBITDA  Notes  Six months ended 31 May 2025  Six months ended  31 May 2024

                                           (unaudited)                   (unaudited)
                                           $'000                         $'000
 Operating loss                            (1,277)                       (10,245)
 Depreciation                              384                           34
 Amortisation                              2,350                         5,115
 EBITDA                                    1,457                         (5,096)
 Exceptional items                  4      156                           2,682
 Share option charge                       51                            78
 Adjusted EBITDA                           1,664                         (2,336)

 

 

Consolidated statement of comprehensive income

For the six months ended 31 May 2025

                                                                Six months ended  Six months ended

                                                                31 May 2025       31 May 2024

                                                                (unaudited)       (unaudited)
                                                                $'000             $'000
 Loss for the financial period                                  (1,507)           (10,026)
 Exchange gain / (losses) on translation of foreign operations  503               (451)
 Other comprehensive income / (expense) for the period          503               (451)
 Total comprehensive loss for the period                        (1,004)           (10,477)

Consolidated balance sheet

 As at 31 May 2025                                                      As at         As at

                                                                        31 May 2025   30 November 2024

                                                                        (unaudited)   (audited)
 Assets                                                          Notes  $'000         $'000
 Non-current assets
 Property, plant and equipment                                          105           128
 Right of use assets                                                    692           984
 Intangible assets                                                      23,277        23,274
 Trade and other receivables                                            207           181
                                                                        24,281        24,567
 Current assets
 Inventories                                                            2,112         2,427
 Trade and other receivables                                            5,763         5,325
 Corporation tax receivable                                             372           255
 Cash and cash equivalents                                              564           2,269
                                                                        8,811         10,276
 Total assets                                                           33,092        34,843
 Total equity attributable to equity shareholders of the parent
 Called-up share capital                                                1,822         1,822
 Share premium                                                          43,425        43,425
 Warranty reserve                                                       (103)         (103)
 Capital redemption reserve                                             12            12
 Foreign exchange reserves                                              (6,302)       (6,805)
 Merger reserve                                                         42,750        42,750
 Retained earnings                                                      (75,033)      (73,585)
 Total equity                                                           6,571         7,516
 Liabilities
 Current liabilities
 Trade and other payables                                               9,682         10,299
 Lease liabilities                                                      240           430
 Corporation tax payable                                                208           274
 Loans and borrowings                                            5      15,140        13,080
                                                                        25,270        24,083
 Non-current liabilities
 Trade and other payables                                               17            54
 Lease liabilities                                                      538           616
 Loans and borrowings                                            5      −             1,909
 Provisions                                                             80            72
 Deferred tax liability                                                 616           593
                                                                        1,251         3,244
 Total liabilities                                                      26,521        27,327
 Total equity and liabilities                                           33,092        34,843

Consolidated Cash Flow Statement

For the six months ended 31 May 2025

                                                                  Six months ended 31 May 2025  Six months ended 31 May 2024

                                                                  (unaudited)                   (unaudited)
                                                           Notes  $'000                         $'000
 Cash generated from / (used in ) operations               7      545                           (6,273)
 Net income tax paid                                              (331)                         (210)
 Net cash inflow / (outflow) from operating activities            214                           (6,483)
 Investing activities
 Purchase of intangible assets                                    (924)                         (680)
 Purchase of property, plant and equipment                        (12)                          (5)
 Interest income received                                         1                             6
 Net cash outflow from investing activities                       (935)                         (679)
 Financing activities
 Interest paid                                                    (733)                         (754)
 Lease payments                                                   (352)                         (372)
 Utilisation of revolving credit facility                         −                             1,500
 Net cash (outflow) / inflow  from financing activities           (1,085)                       374
 Net decrease in cash and cash equivalents                        (1,806)                       (6,788)
 Cash and cash equivalents at start of the period                 2,269                         5,771
 Effect of foreign exchange rate changes on cash balances         101                           (197)
 Cash and cash equivalents at end of period                       564                           (1,214)

Notes to the interim condensed consolidated unaudited financial information

Six months ended 31 May 2025

 

1     General information

Aferian plc ('the Company' and together with its subsidiaries "the Group")
specialise in the delivery of next generation video experiences over IP using
its end-to-end solution. This comprises the 24i online video solution and
Amino video streaming devices and associated operating and device management
software.

The Company is a public limited company which is listed on the AIM market of
the London Stock Exchange and is incorporated and domiciled in the United
Kingdom and is registered in England under the Companies Act 2006.

 

2     Basis of preparation

These interim consolidated financial statements have been prepared using
accounting policies based on United Kingdom adopted international accounting
standards ('IFRS'). The group has chosen not to adopt IAS 34 "Interim
Financial Statements" in preparing the interim financial information. They do
not include all disclosures that would otherwise be required in a complete set
of financial statements and should be read in conjunction with the Group's
consolidated financial statements for the year ended 30 November 2024. The
interim condensed consolidated financial statements for the six months ended
31 May 2025 and 31 May 2024 are unaudited and do not constitute statutory
accounts as defined in Section 434 (3) of the Companies Act 2006.

The Group's consolidated financial statements for the year ended 30 November
2024 were prepared in accordance with United Kingdom adopted international
accounting standards ('IFRS'). These financial statements have been reported
on by the Group's auditor and delivered to the Registrar of Companies. The
Independent Auditors' Report for the year ended 30 November 2024 was
unmodified, drew attention to a material uncertainty related to going concern
and did not contain a statement under 498(2) - (3) of the Companies Act 2006.

The Group has applied the same accounting policies and methods of computation
in its interim condensed consolidated financial statements as in its 2024
annual financial statements, except for those that relate to new standards and
interpretations effective for the first time for periods beginning on (or
after) 1 January 2024 and will be adopted in the 2025 financial statements.
There are deemed to be no new and amended standards and/or interpretations
that will apply for the first time in the next annual financial statements
that are expected to have a material impact on the Group.

 

Going Concern

The interim condensed consolidated financial statements have been prepared on
a going concern basis

The Directors have reviewed the Group's going concern position taking account
of its current business activities and their future forecast performance. The
Directors have prepared cashflow forecasts for the Group, covering a period of
at least 12 months from the date of approval of these financial statements,
which show that the Group is expected to operate within its current and
expected funding, and meet its liabilities as they fall due. These forecasts
include and are dependent upon the refinancing noted below.

The Group is in the process of renegotiating a refinancing of its existing
bank facilities, which are due for repayment at the end of September 2025. A
refinancing of these facilities is required to support the Group's and the
Parent Company's ongoing operations and future growth. As at the reporting
date, whilst discussions with potential finance providers are ongoing, as no
agreements have yet been signed there remains uncertainty that a refinancing
will be successfully completed. Furthermore, the Group also has an unsecured
$1.3m loan from its major shareholder that is due to be repaid in January
2026. Cash flow and working capital continue to be carefully managed within
our facilities as headroom over our liquidity covenants remains low.

The ability of the Group and the Parent Company to continue as a going concern
is dependent on agreeing a refinancing of the existing loan facilities. Should
the Group be unable to successfully refinance these facilities, it and the
Parent Company may become unable to meet their financial commitments as they
fall due, which would cast significant doubt on their ability to continue as a
going concern. In such a scenario, the Group may be required to realise assets
and settle liabilities other than in the normal course of business.

The Directors consider that the Group and Parent Company will trade in line
with their forecasts covering the next 18 months and will be able to refinance
the existing loan facilities and therefore deem it to be appropriate to
prepare the financial statements on a going concern basis. Accordingly, the
financial statements do not include the adjustments that would be required if
the Group and Parent Company were unable to continue as a going concern.

However, the Directors, having considered the above factors, acknowledge that
a material uncertainty exists that may cast significant doubt on the ability
of the Group and the Parent Company to continue as a going concern.

The Board of Directors approved this interim report on 28 July 2025.

3          Segmental analysis

 

Operating segments are reported in a manner consistent with the internal
reporting provided to the Aferian plc Chief Operating Decision Maker ("CODM")
for the use in strategic decision making and monitoring of performance. The
CODM has been identified as the Group Chief. The CODM reviews the Group's
internal reporting in order to assess performance and allocate resources.
Performance of the operating segments is based on adjusted EBITDA. Information
provided to the CODM is measured in a manner consistent with that in the
Financial Statements.

 

The Group reports three operating segments to the CODM:

 ·         the development and sale of video streaming devices and solutions, including
           licensing and support services ("Amino");
 ·         development and sale of the 24i end-to-end video streaming platform and
           associated services ("24i"); and
 ·         central costs which comprise the costs of the Board, including the executive
           directors as well as costs associated with the Company's listing on the London
           Stock Exchange.

 

Revenues and costs by segment are shown below.

 

 2025                              Amino    24i      Central costs  Total

$'000
$'000
$'000
$'000
 Revenue
 Software and services             2,062    7,374    −              9,436
 Devices *                         7,201    −        −              7,201
 Total                             9,263    7,374    −              16,637
 Cost of sales                     (5,180)  (2,853)  −              (8,033)
 Gross profit                      4,083    4,521    −              8,604
 Adjusted operating expenses       (2,434)  (3,637)  (869)          (6,940)
 Adjusted EBITDA                   1,649    884      (869)          1,664
 Exceptional items                                                  (156)
 Share based payment charge                                         (51)
 Depreciation & amortisation                                        (2,734)
 Operating loss                                                     (1,277)
 Net finance expense                                                (77)
 Loss before tax                                                    (1,354)

 Additions to non-current assets:  143      781      −              924

Capitalised development costs

* incorporating integrated Amino software and associated accessories.

3     Segmental analysis (continued)

 

 

 2024                              Amino    24i      Central costs  Total

$000s
$000s
$000s
$000s
 Revenue
 Software and services             2,382    7,401    −              9,783
 Devices*                          2,387    3        −              2,390
 Total                             4,769    7,404    −              12,173
 Cost of sales                     (2,122)  (2,729)  −              (4,851)
 Gross profit                      2,647    4,675    −              7,322
 Adjusted operating expenses       (3,429)  (5,155)  (1,074)        (9,658)
 Adjusted EBITDA                   (782)    (480)    (1,074)        (2,336)
 Exceptional items                                                  (2,682)
 Share based payment charge                                         (78)
 Depreciation & amortisation                                        (5,149)
 Operating loss                                                     (10,245)
 Net finance expense                                                (702)
 Loss before tax                                                    (10,947)

 Additions to non-current assets:  395      285      −              680

Capitalised development costs

* incorporating integrated Amino software and associated accessories.

 

4     Exceptional items

 

Exceptional items included in operating loss comprise the following charges:

                                                         Six months ended  Six months ended

31 May 2025
31 May 2024

                                                         (unaudited)       (unaudited)
                                                         $'000             $'000
 Refinancing and other costs                             156               287
 Impairment of trade receivables and inventory balances  −                 1,388
 Redundancy and associated costs                         −                 1,007
 Total exceptional items                                 156               2,682

 

The exceptional items disclosed above are considered exceptional due to their
size, nature or exceptional occurrence, which are not reflective of the
Group's normal trading activities.

 

5          Loans and borrowings

                                  As at         As at

31 May 2025
30 November 2024

                                  (unaudited)
                                  $'000         $'000
 Bank loans (secured)             13,070        13,080
 Other loan (unsecured)           2,070         1,909
 Total borrowings                 15,140        14,989
 Less: cash and cash equivalents  (564)         (2,269)
 Net debt(1)                      14,576        12,720

1. Net debt is a non-GAAP measure and is calculated as loans and borrowings
net of cash and cash equivalents and excluding capitalised refinancing costs
which have been netted against bank loans secured in the table above

 

In May 2024, the Company secured an extension to its banking facilities to 30
September 2025. At 31 May 2025, $13.1m was drawn under these facilities. The
interest margin payable on the drawn amount of the facilities has been 4.5%
over SOFR (dependent on net leverage) for the six months ended 31 May 2025.

 

On 31 May 2023, the Group secured a loan of $1.3m arranged by its largest
shareholder, Kestrel Partners LLP. This loan (including accrued interest) is
(if not prepaid) repayable in January 2026. Under the terms of the loan,
warrants over 4.5m ordinary shares are issuable to the lenders, representing
approximately 5.2% of Group's issued share capital. The principal terms of the
shareholder loan and related warrants were amended in May 2024 to reflect a 5%
increase in the annual coupon to 15% and a reduction in the strike price of
the warrants from 17p to 5p per ordinary share. The facility was also extended
to January 2026. Full exercise of the warrants would result in cash proceeds
of $0.3m payable to Aferian Plc.

 

The loan arranged by the company's largest shareholder constitutes a form of
convertible debt which is accounted for as a compound instrument under IAS 32.
The fair value of the loan liability component is recognised as a current
liability as the loan is repayable in January 2026, and calculated based on
the present value of the contractual stream of future cash flows discounted at
the market rate of interest that would have been applied to an instrument of
comparable credit quality with substantially the same cash flows, on the same
terms, but without the conversion option. The residual loan book value is
recognised as the equity component. On the basis that the loan would be
accounted for as convertible debt, fair value accounting for warrants is not
required. The book value and fair value of the bank loan are identical.

 

 

6     Loss per share

 

                                                                             Six months ended  Six months ended
                                                                             31 May 2025

                 31 May 2024
                                                                             (unaudited)

                                                                                               (unaudited)
                                                                             $'000             $'000
 Loss attributable to shareholders                                           (1,507)           (10,026)
 Exceptional items (note 4)                                                  156               2,682
 Share-based payment charge                                                  51                78
 Net finance expense                                                         -                 (702)
 Amortisation of intangible assets arising on business combinations          404               1,816
 Tax affect thereon                                                          8                 921
 Loss attributable to shareholders excluding exceptional items, share-based  (888)             (5,231)
 payments and amortisation of acquired intangibles and associated taxation
                                                                             Number            Number
 Weighted average number of shares (basic and diluted)                       111,211,865       111,211,865
 Basic and diluted loss per share (cents)                                    (1.36)            (9.02)
 Adjusted basic and diluted loss per share (cents)                           (0.80)            (4.70)

The calculation of basic loss per share is based on profit after taxation and
the weighted average number of ordinary shares of 1p each in issue during the
period. The Company holds 1,482,502 (H1 2024: 1,482,502) of its own shares in
treasury and these are excluded from the weighted average above. The basic
weighted average number of shares also excludes 242 (H1 2024: 242) being the
weighted average shares held by the EBT in the year.

 

Due to the Group recording a loss in the period 164,223 potentially dilutive
shares are not considered within the calculation.

 

 

7          Cash generated from operations

                                                  Six months ended  Six months ended

                                                  31 May 2025       31 May 2024

                                                  (unaudited)       (unaudited)
                                                  $'000             $'000
 Loss after tax                                   (1,507)           (10,026)
 Adjustments for:
 Tax (expense) / credit                           153               (921)
 Net finance expense                              77                702
 Capitalisation of refinancing costs              −                 (1,115)
 Amortisation of intangible assets                2,350             5,116
 Depreciation of property, plant & equipment      384               34
 Share-based payment charge                       51                78
 Exchange differences                             (163)             19
 Decrease in inventories                          315               1,108
 (Increase)/Decrease in receivables               (475)             3,684
 Decrease in payables                             (640)             (4,952)
 Cash generated from / (used in) operations       545               (6,273)

Adjusted operating cash flow before tax was a $1.1m inflow (H1 2024: $5.0m
outflow) and is reconciled to cash utilised from operations as follows:

                                             Six months ended  Six months ended

31 May 2025
31 May 2024

                                             (unaudited)       (unaudited)
                                             $'000             $'000
 Adjusted operating cash flow before tax     1,054             (4,979)
 Redundancy and associated costs             −                 (1,007)
 Refinancing and other costs                 (509)             (287)
 Cash generated from / (used in) operations  545               (6,273)

Adjusted cash generated / (utilised) from operations before tax is a non-GAAP
measure and excludes cash from exceptional and one-off items relating to bank
loan facility set up costs that are considered non-trading in nature.

 

8     Cautionary statement

 

This document contains certain forward-looking statements relating to the
Group. The Group considers any statements that are not historical facts as
"forward-looking statements". They relate to events and trends that are
subject to risk and uncertainty that may cause actual results and the
financial performance of the Group to differ materially from those contained
in any forward-looking statement. These statements are made by the Directors
in good faith based on information available to them and such statements
should be treated with caution due to the inherent uncertainties, including
both economic and business risk factors, underlying any such forward-looking
information.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
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.

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