REG - Amcomri Group PLC - Final Results, Analyst Briefing & Investor Pres
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RNS Number : 2824A Amcomri Group PLC 14 April 2026
14 April 2026
Amcomri Group plc
("Amcomri", the "Company" or the "Group")
Final Results
Analyst Briefing & Investor Presentation
Record results with strong growth across all key metrics
Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK focused,
specialist engineering services and industrial manufacturing group, announces
its Final Results for the 12 months ending 31 December 2025 ("FY25").
This was another record year for the Group which further underlined the
strength of its operating model. The combination of continued organic and
acquisitive growth, and broad sector expertise and reach, enabled the Group to
generate strong revenue and profit growth, with its diversified and specialist
operations providing a natural hedge to macroeconomic pressures during FY25.
Financial Highlights
· Revenue increased by 22% to £70.9 million (2024: £58.1 million)
· Adjusted EBITDA increased by 19.3% to £9.2 million (2024: £7.7
million)
· Profit before tax increased by 145% to £4.1 million (2024: £1.7
million)
· Gross margin improved to 36.6% (2024: 36.4%)
· Basic EPS increased to 4.2p (2024: 3.5p)
· Net assets of £23.7 million at 31 December 2025 (2024: £20.4
million)
· Net debt of £11.2 million at 31 December 2025 (2024: £6.1
million) (includes deferred and contingent consideration payable).
· Cash balances of £8.6 million at 31 December 2025 (2024: £12.1
million)
Operational Highlights
· Continued growth achieved across both the Embedded Engineering
("EE") and B2B Manufacturing ("B2B") divisions despite some weaknesses in
certain end markets
· Outcome demonstrates both the potential and the resilience of the
Group, arising from its distributed risk profile and specialist operations
· 'Buy, Improve, Build' strategy continued to drive value creation
as well as profitability and margin improvements
· Acquisitions of EMC Elite Engineering and Radnor Technologies
(trading as Electronix) further broadened the Group's service offering
o Electronix represented the Group's first acquisition outside of the UK
o EMC secured a significant contract within the renewable energy sector
o Both were immediately earnings-accretive and have performed well since
acquisition
· Team strengthened with additional senior hires enhancing sector,
technical, commercial development and public company expertise
· Progressive synergy development across the Group's operating
companies
· Well positioned for further growth with strong acquisition and
organic growth pipelines
Post Year End Highlights
· Conditional acquisition of the business and assets of the
National Compliance and Testing division of the Infrastructure Solutions
business of Enerveo Limited, a subsidiary of SSE plc, and an established, UK
wide specialist electrical test and compliance operation
o Additional opportunity to expand activities in the 'private network'
electrical-infrastructure market
· Mark O'Neill promoted to Chief Operating Officer
· Trading in FY26 has started well and is in line with expectations
o Ongoing positive conditions in most of our key end markets, which we are
continuing to closely monitor given rising global energy and supply chain
challenges
o Seeing increasing activity in the UK rail electrification sector in
maintenance and upgrade project work
o Strong demand across the defence and civilian aerospace engineering
markets, power generation and the wider energy sectors
Commenting on the results and outlook, Hugh Whitcomb, Chief Executive Officer
of Amcomri Group, said:
"FY25 has been a year of strong financial progress for the Group reflecting
continued demand across our core markets, organic growth and improved
operational efficiency across several Group companies, along with the
successful execution of our acquisition strategy.
"The acquisitions completed during the year further strengthen our
capabilities and expand our market reach. With positive trading momentum
continuing into FY26 and a strong acquisition pipeline, the Group remains well
positioned to deliver further profitable growth."
Analyst Briefing: 9.30 a.m. - 14 April 2026
An online briefing for analysts will be hosted by Hugh Whitcomb, Chief
Executive Officer, Mark O'Neill, Chief Operating Officer and Siobhán Tyrrell,
Chief Financial Officer, at 9.30 a.m. today to review the FY25 final results
and prospects. Analysts wishing to attend should contact Walbrook PR on
Amcomri@walbrookpr.com or 020 7933 8780.
Investor Presentation: 11.00 a.m. - 15 April 2026
The Directors will hold an investor presentation to cover the FY25 results and
prospects at 11.00 a.m. on 15 April 2026. The presentation will be hosted
through the digital platform Engage Investor. Investors can sign up to attend
the presentation via the following link: https://engageinvestor.news/AMCO_IP26
(https://engageinvestor.news/AMCO_IP26) .
Questions can be submitted pre-event or in real time during the presentation
via the "Ask a Question" function, alternatively by submitting to
Amcomri@walbrookpr.com (mailto:Amcomri@walbrookpr.com) .
Certain of the information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the UK version of
the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended and supplemented from
time to time.
Enquiries:
Amcomri Group plc Via Walbrook
Hugh Whitcomb, Chief Executive Officer Tel: +44 (0)20 7933 8780
Mark O'Neill, Chief Operating Officer
Siobhán Tyrrell, Chief Financial Officer
Katy Birkin, Director of Corporate Development
Cavendish Capital Markets Limited Tel: +44 (0)20 7220 0500
Nominated adviser and broker
Adrian Hadden/Callum Davidson/Isaac Hooper - Corporate Finance
Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking
Walbrook PR Ltd Tel: +44 (0)20 7933 8780
Tom Cooper/Nick Rome amcomri@walbrookpr.com
To find out more, please visit: www.amcomrigroup.com
(http://www.amcomrigroup.com/)
Notes to Editors:
Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating
and enhancing specialist engineering services and industrial manufacturing
businesses that provide technical services to major UK infrastructure,
transportation and energy companies and bespoke mission-critical services to a
diverse range of sectors and markets.
The Group currently operates through the following two divisions:
· Embedded Engineering Division: provides specialist technical and
engineering services for major industrial, infrastructure and transportation
clients, typically with complex technical needs and undertaken in operating
environments where safety and compliance performance are critical
requirements. The division predominantly provides engineering services and
support for their clients' capital intensive, mission-critical assets such as
high voltage electrical transmission systems, petrochemical and continuous
process operations, and large power generation plants.
· B2B Manufacturing Division: focuses on selective niche B2B
markets or businesses, where the Group has identified an opportunity to
achieve enhanced financial performance by leveraging an initially strong
competitive market position combined with the Group's business improvement
capabilities.
The Group operates across a diverse range of sectors and markets, including
industrial, infrastructure and mass transportation. The Group deploys a
structured "Buy, Improve, Build" strategy with a track record of value
enhancing acquisitions in the industrial environment. It has a particular
focus on leveraging the Group's experience and track record in relation to
acquisitions arising from owner manager 'retirement' situations, where there
are no, or limited, alternative plans for succession to sustain the enterprise
value present within the target business.
The Group has been created through a series of 19 successful acquisitions,
comprising the acquisition of 14 operating companies and 5 bolt-on
asset/business purchases, each of which has been integrated into the Group
(includes GridCore conditional acquisition of the business and assets of the
National Compliance and Testing division of the Infrastructure Solutions
business of Enerveo Limited expected to complete by 31 May 2026). Post
acquisition, the Group has a strong focus on facilitating and supporting its
operating companies with organic growth initiatives, and the Group's
businesses are well placed to take advantage of generally positive conditions
in their respective niche end markets.
Chair's Statement
Amcomri is a specialist engineering services and industrial manufacturing
business that operates a 'Buy, Improve, Build' model focused on acquiring,
integrating and enhancing businesses that provide technical services and
bespoke mission-critical services to a diverse range of sectors and markets.
Our mission is to identify, acquire, and integrate businesses that align with
our disciplined investment criteria, combining entrepreneurial agility with
rigorous due diligence and post‑deal integration, to enable delivery of
strong growth and performance.
Since its inception, the Group has achieved rapid growth and continues to
pursue ambitious, yet attainable, value accretive outcomes. The Group has a
substantial track record of identifying and acquiring SMEs in the technical
engineering sector where there are opportunities to significantly improve
performance and achieve a strong return on investment. This was demonstrated
during the year with two acquisitions - EMC Elite Engineering Services Ltd and
Randor Technologies Limited (trading as Electronix).
As at 31 December 2025, the Group had grown to 14 operating businesses
delivering £70.9 million of revenue (2024: £58.1 million), adjusted EBITDA
of £9.2 million (2024: £7.7 million) and operating profit of £6.1 million
(2024: £3.9 million). The pipeline for acquisitions remains strong and the
opportunities for organic growth are both substantial and actively being
realised.
The AIM IPO in December 2024 validated the Group's growth strategy and
provided enhanced visibility in the equity capital markets.
Macroeconomic volatility and geopolitical instability continue to create
significant uncertainty for businesses worldwide. Notwithstanding these
external pressures, the diversification of the Group's operations, supported
by high barriers to entry, contribute to the Group's resilience and provide an
effective hedge against the potential adverse effects on the Group's
performance.
The entrepreneurial mindset and sustained energy demonstrated by our talented
colleagues across the Group remain fundamental to its continued success. The
Board expresses its sincere appreciation for their ongoing dedication and
achievements.
As we look to the future, we remain committed to disciplined growth and strong
governance. We look forward to keeping all our stakeholders informed as we
continue on this defined strategic journey, leveraging our solid foundation to
deliver meaningful value creation.
Thank you for your continued support.
Tanya Raynes
Chair
Chief Executive Officer's Report
I am pleased to be able to present a very positive set of results for FY25,
marked by another record trading performance in Group revenue and earnings.
Group revenue increased from £58.1 million to £70.9 million through a
combination of organic growth and acquisitions, delivering a 19.3% increase in
adjusted EBITDA.
This strong overall performance was achieved despite continued weaknesses in
certain end markets, combined with wider market challenges arising from global
events. Despite these issues, the Board believes the overall 2025 outcome
continues to demonstrate both the further potential and the resilience of the
Group, arising from its distributed risk profile and specialist operations.
During the year, the Group successfully completed two acquisitions - EMC and
Electronix, extending the specialist technical services capability in our
Embedded Engineering ("EE") Division. As our first acquisition outside the UK,
Electronix also provides us with an entry point to further develop specialist
engineering opportunities in Ireland. In addition to these acquisitions, we
have also seen good organic growth in FY25 arising from the roll out of a
number of strategic projects during the year, with our newly acquired EMC
business rapidly becoming a key contributor. At a Divisional level we have
seen a strong performance in both the EE and B2B Manufacturing ("B2B")
divisions with operating profit growth of 39.1% and 27.1% respectively in the
year.
In line with our ambition to continue to accelerate our scale up we have also
continued to build and enhance both our Group and operating company teams,
successfully attracting a number of new talented and highly sector experienced
team members over the year.
We believe that the FY25 results continue to validate the Group's resilient
'Buy, Improve, Build' model, combining in‑depth industrial market,
operational and transactional expertise with a strong investment focus.
Markets and Operational Performance
Our EE division provides specialist technical services and support to often
'mission critical' power, petrochemical, energy and transportation customers.
The division continues to see high demand for its services driven by
compliance, maintenance and performance upgrades of ageing, capital intensive
facilities which have, in many areas, seen historic underinvestment.
The EE division saw an overall operating profit increase of £1.7 million in
FY25 compared with FY24 (£1.5 million), driven by a particularly strong
performance in EMC, and incremental improvements in all other EE businesses,
with the exception of WJ Projects, which provides specialist high voltage
project and maintenance engineering services. Further delays on new UK rail
electrification projects continued to suppress activity in this business
during the year, however, we are now seeing increasing activity in this sector
in both maintenance and project work, with further positive longer term
pipeline prospects.
Margins in the EE division slightly reduced to 39.5% (2024: 43.6%), largely
due to a mix change arising from the increased project-based revenue
associated with EMC during a period with a lower contribution from WJ
Projects. However, margins are expected to trend up to prior levels as the EE
revenue mix and positive activity changes materialise.
Within the power generation and energy sector markets, our specialist valves
and engineering services businesses continue to progress well with notable
contract wins in the growing 'Energy from Waste' sector particularly
benefiting Kestrel, EMC and Spiral Weld. In the wider energy market, our IVS
valves business won a significant long term contract in Q4 2025 to deliver all
safety valve services to the UK's largest refinery and we anticipate that this
will also progressively generate revenue synergies for our other mechanical EE
business.
Our electronics refurbishment businesses, eTrac, TP Matrix and the recently
acquired Electronix, continue to see strong demand for their services in both
rail rolling stock and the wider industrial sectors in the case of Electronix.
Both TP Matrix and eTrac are increasingly seeing overseas enquiries for their
services from non-UK rail and tram owner operators who use very similar, or
identical, control technology.
Our B2B Manufacturing Division ("B2B") has an established, well distributed,
relatively stable end market base covering civil and military aviation
components, subsea, defence, power and process sectors and specialist printing
for the industrial and packaging industries. The B2B Division saw an operating
profit increase of £0.7 million in FY25 compared with FY24 (£1.1 million),
driven by high demand from the defence and civil aviation markets. Drurys has
seen a significant increase in earnings and margins winning several new
long-term contracts in the defence aviation and surveillance sectors with a
committed order book now extending well into 2027.
A strong performance in precision engineering was somewhat offset by softer
end market conditions in our more commodity orientated tape business, Premier
Limpet and our gaskets and seals business, JA Harrison. Both however, are
seeing increases in activity and performance in 2026 arising from end market
improvements and the positive impact of internal cost down and efficiency
improvement projects that were implemented in 2025.
Within the B2B Division, gross margins increased to 33.3% (2024: 30.8%) and
are expected to increase incrementally in FY26 as we implement further similar
improvement initiatives across the division.
Acquisitions
In line with our 'Buy, Improve, Build' model, we were pleased to complete the
acquisition of EMC Elite Engineering Services Ltd in March and Randor
Electronics Limited (trading as Electronix) in July, and welcomed these teams
into the Amcomri Group. Both have performed well since acquisition and
continue to show encouraging prospects in 2026.
Post acquisition, EMC won a significant electrical engineering installation
project on a major UK renewable energy project that will continue into 2026
and more recently is seeing strong demand for thermal power generating plant
maintenance and overhaul work.
Similarly, Electronix has seen positive demand for its electronic system
overhaul services in Ireland with longer-term prospects of expanding this
service more widely and potential leverage with our existing facilities in
eTrac and TP Matrix in the UK.
In March 2026, Amcomri's new wholly owned subsidiary, GridCore Electrical
Services Limited ("GridCore") entered into a conditional business purchase
agreement to acquire the business and assets of the National Compliance and
Testing division of the Infrastructure Solutions business of Enerveo Limited
("Enerveo"), a subsidiary of SSE plc, for £1, with completion expected in May
2026. The acquisition provides Amcomri with an established, UK wide specialist
electrical test and compliance operation, and opens a further significant
opportunity for the Group to expand its activities in the 'private network'
electrical-infrastructure market, a key strategic target sector.
We are actively engaged with several attractive and strategically aligned
acquisition opportunities. With the benefit of recent additions to our
investment team resource and proactive marketing of our proposition to
potential vendors in our chosen sectors, we remain confident that we will be
able to continue to significantly scale and enhance our existing operating
divisions by selective acquisitions in 2026. This is likely to include certain
discounted acquisition opportunities with specific operational challenges that
we have the skills to resolve, in order to restore performance.
People Development
We made significant progress during 2025 in recruiting further talent into the
Group as we continue to scale. The team was augmented both at the Group level
with investment, finance and public company experience, as well as the
appointment of senior technical and commercial development specialists into
eTrac, Kestrel, WJ Projects, EMC and JA Harrison, to help drive continued
organic growth and expansion.
We continue to progress our programme to facilitate leadership and management
development within our operating companies to further improve our internal
team's capability and expertise, and to deliver our Group objectives and
operational plan.
Strategic Direction
Based on another set of record results, positive acquisition and organic
growth pipelines and with the continued growth of skills and capacity of our
team, our strategic direction is to continue to progressively scale and refine
our 'Buy-Improve-Build' model.
Going forward, we intend to utilise our technical capabilities within the EE
division in order to expand our specialist engineering services offering to
critical infrastructure customers and markets.
In parallel, in our B2B division we will continue to seek and acquire SME
manufacturing businesses that we believe have latent improvement capability
that we can extract using our proven industrial, technical and operational
financial expertise.
Compliance
The Group continues to maintain a strong focus on health, safety and
environment ("HSE") compliance and performance improvement. The Group's high
level HSE metrics continue to be significantly better than comparable industry
sectors.
The Group has specific HSE improvement objectives incorporated in its annual
HSE improvement plan. Proactive independent safety and compliance audits were
carried out across all Group operating sites in 2025. The outputs from this
work have been used to direct site health and safety plans and this audit
process will be repeated in 2026.
Outlook
The current financial year has started well across both divisions, driven by
positive conditions in most of our key end markets and particularly strong
demand for our services in power generation overhaul and upgrades, the wider
energy sectors, rail rolling stock, and the defence and civilian aerospace
engineering markets. The Board is however cognisant of the current situation
in the Middle East which is already impacting wider energy costs and supply
chains and continues to closely monitor any potential impact across the
Group's operating companies.
Hugh Whitcomb
Chief Executive Officer
Chief Financial Officer's Report
Overview
The Group delivered a strong financial performance in 2025, reflecting
continued progress against its 'Buy, Improve, Build' strategy and the
successful integration of acquisitions completed in the period. The results
demonstrate both scaling of the platform and improving underlying
profitability, underpinned by resilient demand across our core markets.
Financial Performance
Group revenue increased by 22% to £70.9 million (2024: £58.1 million),
driven by a combination of organic growth and contributions from acquisitions.
Growth was particularly strong within the Embedded Engineering division,
alongside a stable performance in B2B Manufacturing.
Gross profit increased to £26.0 million (2024: £21.2 million), with the
Group gross margin increasing to 36.6% (2024: 36.4%). This reflects continued
pricing discipline and effective management of input costs.
Administrative expenses increased to £19.2 million (2024: £15.8 million),
primarily reflecting the enlarged Group following acquisitions and continued
investment in central capabilities to support future growth.
Operating profit increased to £6.1 million (2024: £3.9 million). On an
adjusted basis, EBITDA increased to £9.2 million (2024: £7.7 million),
reflecting the underlying earnings capacity of the business.
Profit before taxation increased to £4.1 million (2024: £1.7 million). The
prior year included a one-off gain on bargain purchase, and therefore the
year-on-year comparison reflects a stronger underlying trading performance.
Profit after tax was £3.0 million (2024: £1.0 million), with basic earnings
per share increasing to 4.20 pence (2024: 3.5 pence). Diluted earnings per
share was 4.12 pence (2024: 3.5 pence), reflecting the Group's focus on
delivering sustainable earnings growth. Adjusted EPS was 5.42 pence in 2025
(2024: 9.35 pence). Note the weighted average number of shares in issue during
2024 was considerably lower (refer to note 24).
Segmental Performance
The Group continues to operate across two core segments:
· Embedded Engineering delivered strong growth, with
revenue of £37.2 million (2024: £25.7 million) and operating profit of £6.2
million (2024: £4.4 million), benefiting from contract wins, improved
utilisation and contributions from acquisitions.
· B2B Manufacturing reported revenue of £33.8 million
(2024: £32.4 million) and operating profit of £3.1 million (2024: £2.4
million), demonstrating resilience with respect to market demand and
operational stability.
Central costs increased reflecting investment in Group infrastructure to
support future growth and integration activity.
Exceptional Items
Exceptional costs of £0.4 million (2024: £1.6 million) were incurred during
the year, primarily relating to acquisition and restructuring activities,
including redundancy costs. The prior year included costs associated with the
Group's admission to AIM.
Cash Flow and Capital Allocation
The Group continues to demonstrate strong cash generation, with net cash
inflow from operating activities of £6.6 million (2024: £6.8 million).
During the year, the Group deployed capital in line with its strategic
priorities:
· £4.2 million invested in acquisitions, with a further
£2.3 million of deferred consideration paid
· £2.0 million invested in capital expenditure to support
operational capacity and efficiency
The Group reported a net cash outflow of £3.5 million (2024: inflow of £8.0
million), reflecting the continued investment in growth.
Balance Sheet and Financial Position
The Group's balance sheet remains robust, providing a strong platform for
continued growth:
· Total assets increased to £67.8 million (2024: £59.1
million), reflecting acquisition activity and continued investment
· Net assets increased to £23.7 million (2024: £20.4
million)
· Cash at year end was £8.6 million (2024: £12.1 million)
At year end, the Group's net debt (including all fixed and contingent deferred
consideration) was £11.2 million (2024: £6.1 million) We remain confident in
managing this position prudently, supported by strong cash flow control and
disciplined financial management. Debt levels are comfortably within covenant
limits and are largely long-term, with maturities aligned to our growth plans.
We will continue to take a conservative approach to leverage, ensuring
borrowings are directed toward long-term, value-enhancing opportunities. The
Group is actively assessing options, including acquisitions, to optimise its
capital structure, and is exploring potential refinancing or additional
facilities to support strategic growth while maintaining a cautious level of
leverage.
Working capital investment increased in line with revenue growth, particularly
within trade receivables, while inventory levels remained stable.
Taxation
The Group recorded a tax charge of £1.1 million (2024: £0.6 million),
representing an effective tax rate above the UK statutory rate of 25%. This
is primarily driven by non-deductible expenses and acquisition-related
adjustments.
Operational and Strategic Progress
During the year, the Group continued to execute its acquisition-led growth
strategy, with goodwill increasing to £17.0 million (2024: £10.5 million).
The Group also saw an increase in its workforce to an average of 422 employees
(2024: 365), reflecting both acquisitions and investment in capability to
support future growth.
There were no impairment indicators identified across goodwill or intangible
assets, with all cash-generating units demonstrating sufficient headroom.
Dividends
As an AIM-quoted company focused on reinvesting for growth, the Group does not
currently operate a formal dividend policy and has not declared a dividend for
the financial year. The Board believes that retaining earnings to support
strategic initiatives and operational investment is in the best interests of
shareholders at this stage of the Group's development. The dividend policy
remains under review and will evolve in line with the Group's growth,
profitability and capital requirements.
Risk Management and Going Concern
We continue to maintain a proactive approach to risk management, ensuring our
financial controls and reporting frameworks remain robust.
The Directors have assessed the Group's going concern position, taking into
account current trading, cash flow forecasts and available facilities. The
Board is satisfied that the Group has adequate resources to continue in
operation for at least 12 months from the date of approval of the financial
statements.
Governance and ESG Reporting
Although we are not currently required to report under the Task Force on
Climate-related Financial Disclosures ("TCFD"), we recognise the importance of
climate-related transparency and have begun taking steps to align with TCFD
principles on a voluntary basis. This includes emissions monitoring, and
improved climate risk integration into our strategic planning. We also remain
alert to developments regarding the UK SRS S1 'General Requirements for
Disclosure of Sustainability-related Financial Information' and UK SRS S2
'Climate-related Disclosures' and intend to move towards compliance when
appropriate.
Outlook
The current year has started well across the Group with an active acquisition
pipeline and an established platform for continued growth.
Whilst macroeconomic uncertainty remains, the Group's diversified end markets,
recurring revenue streams and disciplined acquisition strategy provide
confidence in its ability to deliver further progress.
Summary
2025 has been a year of significant strategic and financial progress, with the
Group delivering:
· Strong revenue growth
· Stable margins
· Increased profitability
· Continued cash generation
The Group remains well positioned to deliver sustainable long-term value for
shareholders through the continued execution of its strategy.
Siobhán Tyrrell
Chief Financial Officer
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Note £'000 £'000
Revenue 4 70,938 58,066
Cost of sales (44,947) (36,903)
Gross profit 25,991 21,163
Distribution costs 10 (324) (566)
Administrative expenses 10 (19,202) (15,818)
Other operating income 6 5 72
Other income 22 - 592
Exceptional items 10 (378) (1,574)
Operating profit 6,092 3,869
Finance income 8 96 14
Finance cost 9 (2,082) (2,208)
Profit before taxation 4,106 1,675
Tax on profit 12 (1,140) (636)
Profit for the financial year 2,966 1,039
Profit for the year attributable to:
Non-controlling interest (46) (9)
Owners of the parent 3,012 1,048
2,966 1,039
Earnings per share pence pence
Basic earnings per share from continuing operations 24 4.20 3.50
Diluted earnings per share 24 4.12 3.50
There is no other comprehensive income in the period ended 31 December 2025
(2024: £Nil). All results are from continuing operations.
The accompanying notes below form an integral part of these consolidated
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2025
Company number 14390325
31 December 31 December
2025 2024
Note £'000 £'000
Non-current assets
Goodwill 13 16,998 10,545
Intangible assets 13 6,483 6,784
Property, plant and equipment 14 6,070 7,139
Right-of-use assets 15 7,455 4,235
37,006 28,703
Current assets
Inventories 16 6,859 6,776
Trade and other receivables 17 15,366 11,568
Cash and cash equivalents 18 8,578 12,077
30,803 30,421
Total assets 67,809 59,124
Equity
Share capital 23 720 718
Share premium 16,849 16,773
Retained earnings 6,317 3,089
Equity attributable to owners of the parent 23,886 20,580
Non-controlling interest (213) (167)
Total equity 23,673 20,413
Non-current liabilities
Trade and other payables 19 1,567 1,629
Borrowings 20 10,382 9,516
Lease liabilities 15 5,765 4,822
Provisions 21 - 75
Deferred tax liabilities 21 2,332 1,929
Amounts due to related parties 27 700 700
20,746 18,671
Current liabilities
Trade and other payables 19 15,638 13,494
Current tax liabilities 1,352 592
Lease liabilities 15 1,536 1,267
Borrowings 20 4,864 4,687
23,390 20,040
Total liabilities 44,136 38,711
Total equity and liabilities 67,809 59,124
The financial statements were approved and authorised for issue by the board
of directors on 13 April 2026 and were signed on its behalf by:
Hugh Whitcomb
Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share Share Retained Non-controlling
capital premium earnings interest Total
£'000 £'000 £'000 £'000 £'000
As at 1 January 2024 - 6,622 2,037 871 9,530
Profit for the year - - 1,048 (9) 1,039
Issue of share capital 718 10,151 - - 10,869
Other movement in the year - - 4 (1,029) (1,025)
As at 31 December 2024 718 16,773 3,089 (167) 20,413
As at 1 January 2025 718 16,773 3,089 (167) 20,413
Profit for the year - - 3,012 (46) 2,966
Issue of share capital 2 76 - - 78
Share based payment - - 216 - 216
As at 31 December 2025 720 16,849 6,317 (213) 23,673
CONSOLIDATED STATEMENT OF CASHFLOWS
For the year ended 31 December 2025
Year ended Year ended
31 December 31 December
2025 2024
Note £'000 £'000
Operating activities
Profit for the year 2,966 1,039
Adjustment for:
- Taxation charge 12 1,140 636
- Depreciation 14,15 1,890 1,555
- Amortisation 13 431 406
- Gain on bargain purchase - (592)
- Net interest paid 8,9 1,986 2,194
- Share based payment expense 216 -
Change in inventories 10 (710)
Change in trade and other receivables (2,535) 456
Change in trade and other payables 622 2,709
Corporation tax paid (166) (888)
Net cash inflow from operating activities 6,560 6,805
Investing activities
Purchase of tangible assets 14 (1,969) (1,287)
Purchase of intangible assets 13 (130) (76)
Acquisition of subsidiaries, net of cash acquired 22 (4,167) (1,250)
Interest received 8 96 14
Deferred consideration paid 19 (2,299) (961)
Net cash used in investing activities (8,469) (3,560)
Financing activities
Proceeds from issue of share capital 78 10,813
Proceeds from borrowings 20 2,749 1,093
Repayment of borrowings 20 (1,706) (2,929)
Interest paid 9 (2,082) (2,140)
Movements in amounts due to related parties 27 - (1,270)
Repayment of lease liabilities 20 (629) (778)
Net cash (used in) / inflow from financing activities (1,590) 4,789
Net change in cash and cash equivalents (3,499) 8,034
Cash and cash equivalents at the start of year 12,077 4,043
Cash and cash equivalents at the end of year 8,578 12,077
NOTES TO THE GROUP FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. General information
Amcomri Group plc is the ultimate parent company of the 'Buy, Improve, Build'
UK focused specialist engineering services and industrial manufacturing group.
Amcomri Group plc is incorporated and domiciled in the UK and its registered
office is 16/18 Beak Street, London, W1F 9RD.
2. Material accounting policy information
2.1 Basis of preparation
The Group's consolidated financial statements have been prepared on a going
concern basis and under the historical cost convention, as modified by the
revaluation of financial assets and financial liabilities at fair value
through profit or loss.
Being quoted on the AIM Market of the London Stock Exchange, the Company has
prepared its consolidated financial statements in accordance with UK-adopted
international accounting standards ("IAS") and those parts of the Companies
Act 2006 that apply to companies reporting under UK-adopted IAS. Accordingly,
these financial statements have been prepared in accordance with the
accounting policies set out below which are based on the aforementioned
UK-adopted IAS and in effect at 31 December 2025. The accounting policies have
been consistently applied unless otherwise stated.
The Company has taken advantage of the exemption allowed under section 408 of
the Companies Act 2006 and has not presented its own Statement of
Comprehensive Income in these financial statements.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies. Details of the key estimates and judgements in these
financial statements have been detailed in note 3.
2.2 Basis of consolidation
The consolidated financial statements present the results of the Company and
its own subsidiaries ("the Group") as if they form a single entity.
Intercompany transactions and balances between group companies are therefore
eliminated in full. Amounts reported in the financial statements of
subsidiaries have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
Profit or loss and other comprehensive income of subsidiaries acquired during
the year are recognised from the effective date of acquisition, as applicable.
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power over the entity. In assessing control, the
Group takes into consideration potential voting rights. The acquisition date
is the date on which control is transferred to the acquirer. Subsidiaries are
fully consolidated from the date on which control is transferred to the Group.
They are deconsolidated from the date that control ceases.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses
arising from intra-group transactions, are eliminated. Unrealised gains
arising from transactions with equity-accounted investees are eliminated
against the investment to the extent of the Group's interest in the investee.
Unrealised losses are eliminated in the same way as unrealised gains, but only
to the extent that there is no evidence of impairment.
2.3 Adopted IFRS not yet applied
(a) New standards and amendments to existing standards effective 1 January
2025
There are no standards, amendments to standards or interpretations that are
effective for annual periods beginning on 1 January 2025 that have a material
effect on the financial statements of the Group.
(b) New standards, amendments and interpretations effective after 1 January
2025 and that have not been early adopted
A number of new standards, amendments to standards and interpretations are
effective for annual periods beginning after 1 January 2025, and have not been
early adopted in preparing these financial statements. The Group's assessment
of the impact of these new standards and amendments is set out below:
· Amendments to the Classification and Measurement of
Financial Instruments - Amendments to IFRS 9 and IFRS 7 (effective for annual
periods beginning on or after 1 January 2026)
The IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent
questions arising in practice, and to include new requirements not only for
financial institutions but also for corporate entities. Among other
amendments, the IASB clarified the date of recognition and derecognition of
some financial assets and liabilities, with a new exception for some financial
liabilities settled through an electronic cash transfer system.
· IFRS 18 Presentation and Disclosure in Financial
Statements (effective for annual periods beginning on or after 1 January 2027)
The IASB issued the new standard on presentation and disclosure in financial
statements, which replaces IAS 1, with a focus on updates to the statement of
profit or loss. The key new concepts introduced in IFRS 18 relate to:
· the structure of the statement of profit or loss with
defined subtotals;
· the requirement to determine the most useful structured
summary for presenting expenses in the statement of profit or loss;
· required disclosures in a single note within the financial
statements for certain profit or loss performance measures that are reported
outside an entity's financial statements (that is, management-defined
performance measures); and
· enhanced principles on aggregation and disaggregation which
apply to the primary financial statements and notes in general.
The Group is currently still assessing the effect of the forthcoming standard
and amendments. No other new standards or amendments to standards are expected
to have a material effect on the financial statements of the Group.
2.4 Going concern
The directors, have a reasonable expectation that the Group has adequate
resources to continue operating as a going concern for the foreseeable future.
Having considered the Group's and the Company's cash flow forecasts, current
and anticipated trading volumes, together with current and anticipated levels
of cash, debt and the availability of committed borrowing facilities, the
directors are satisfied that the Group and the Company have sufficient
resources to continue in operation for the foreseeable future, a period of at
least 12 months from the date of signing of these financial statements, and
accordingly, they continue to adopt the going concern basis in preparing the
Group and Company financial statements.
In reviewing the appropriateness of the going concern assumption, management
have prepared forecasts covering the going concern period, being a period of
at least 12 months from the approval of these financial statements. In making
this assessment, the Directors have considered a reasonable basis of
sensitivity incorporating a plausible downside scenario and the impact that
this may have on the projections for the Group and the Company in the going
concern period. In forming this view, the Directors have also reviewed the
Group's compliance with existing debt covenants and are satisfied that the
forecasts indicate continued compliance throughout the going concern period.
The Directors are satisfied that the Company and Group have adequate cash
resources available to meet the obligations of the Group and the Company as
they fall due in the going concern period.
2.5 Business combinations
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition date fair values of
assets transferred, liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement. Acquisition costs are expensed as
incurred.
Consideration transferred as part of a business combination does not include
amounts related to the settlement of pre‑existing relationships. The gain or
loss on the settlement of any pre-existing relationship is recognised in
profit or loss.
Assets acquired and liabilities assumed are measured at their acquisition date
fair values.
2.6 Foreign currency translation
Functional and presentation currency
These financial statements are presented in pound sterling (£), which is the
Group's functional currency. All amounts have been rounded to the nearest
thousand, unless otherwise indicated.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency of
the respective Group entity, using the exchange rates prevailing at the dates
of the transactions (spot exchange rate). Foreign exchange gains and losses
resulting from the settlement of such transactions and from the remeasurement
of monetary items denominated in foreign currency at period-end exchange rates
are recognised in profit or loss.
Non-monetary items are not retranslated at the period-end. They are measured
at historical cost (translated using the exchange rates at the transaction
date), except for non-monetary items measured at fair value which are
translated using the exchange rates at the date when fair value was
determined.
Foreign operations
In the Group's financial statements, all assets, liabilities and transactions
of Group entities with a functional currency other than pound sterling are
translated into pound sterling upon consolidation. The functional currencies
of entities within the Group have remained unchanged during the reporting
period.
On consolidation, assets and liabilities have been translated into pound
sterling at the closing rate at the reporting date. Goodwill and fair value
adjustments arising on the acquisition of a foreign entity have been treated
as assets and liabilities of the foreign entity and translated into pound
sterling at the closing rate. Income and expenses have been translated into
pound sterling at the average rate over the reporting period. Exchange
differences are charged or credited to other comprehensive income and
recognised in the currency translation reserve in equity. On disposal of a
foreign operation, the related cumulative translation differences recognised
in equity are reclassified to profit or loss and are recognised as part of the
gain or loss on disposal.
2.7 Revenue
Revenue arises mainly from the sale of goods and servicing income.
To determine whether to recognise revenue, the Group follows the below
process:
· Identifying the contract with a customer
· Identifying the performance obligations
· Determining the transaction price
· Allocating the transaction price to the performance
obligations, and
· Recognising revenue when/as performance obligation(s) are
satisfied.
The Group often enters into customer contracts to supply a bundle of products
and services. The contract is then assessed to determine whether it contains a
single combined performance obligation or multiple performance obligations. If
applicable the total transaction price is allocated amongst the various
performance obligations based on their relative stand-alone selling prices.
The transaction price for a contract excludes any amounts collected on behalf
of third parties.
Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or
services to its customers.
The Group recognises contract liabilities for consideration received in
respect of unsatisfied performance obligations and reports these amounts as
other liabilities in its Consolidated Statement of Financial Position.
Similarly, if the Group satisfies a performance obligation before it receives
the consideration, the Group recognises either a contract asset or a
receivable in its Consolidated Statement of Financial Position, depending on
whether something other than the passage of time is required before the
consideration is due.
Sale of goods
Revenue from the sale of goods is recognised at the point in time when the
customer obtains control of the goods which is based on the delivery terms of
the contract or point in time. Revenue is recognised over time using the
output method in the case of longer term contracts or where the performance
obligation is satisfied over time.
Rendering of services
Turnover from a contract to provide services is recognised in line with the
performance obligations specified in the customer contract or on transfer of
control of services to the customer. Revenue is recognised as follows:
· where the Group has a contractual right to receive
payment for work performed to date, revenue is recognised over time as
services are provided, using a percentage‑of‑completion approach, measured
by an input method based on time spent; and
· where the Group does not have a contractual right to
receive payment for work performed until the customer has certified or
otherwise accepted the completed work, revenue is recognised at a point in
time, being the moment the work is approved or the performance obligation is
otherwise fully satisfied. Until such approval or acceptance, amounts relating
to work performed are recognised as a contract asset.
Segmental reporting
The Group's activities are predominantly in specialist maintenance, overhaul
and services to safety critical energy, process and rail markets, and
production equipment and printing services to the electronic and electrical
markets. The Group operates two main operating segments: Embedded engineering
and B2B manufacturing.
Operating segments are reported in a manner consistent with internal reporting
provided to the Directors, who are responsible for allocating and assessing
performance of the operating segments.
2.8 Finance income and expense
Interest income is recognised in profit or loss using the effective interest
method.
Borrowing costs are charged to profit or loss over the term of the debt using
the effective interest method so that the amount charged is at a constant rate
on the carrying amount. Issue costs are initially recognised as a reduction in
the proceeds of the associated capital instrument.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the reporting date.
2.9 Other income
Other income is the gain recognised on acquisition in the year where the
consideration paid is less than the fair value of net assets acquired (see
note 22).
2.10 Operating costs
Operating expenses are recognised in profit or loss upon utilisation of the
service or as incurred. Operating costs include amounts presented as cost of
sales, distribution costs and administrative expenses.
2.11 Exceptional & non-recurring items
Exceptional items are disclosed separately in the statement of profit and loss
where it is necessary to do so to provide further understanding of the
financial performance of the Group. Exceptional items are items of one-off
income or expense that have been shown separately due to the significance of
their nature or amount. Exceptional items include restructuring and
acquisition-related costs, redundancy costs, disposal of assets and
professional fees related to the Group's admission to the AIM Market of the
London Stock Exchange (see note 10).
2.12 Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is
recognised in profit or loss except that a charge attributable to an item of
income and expense recognised as other comprehensive income or to an item
recognised directly in equity is also recognised in other comprehensive income
or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the reporting date in the
countries where the company and the Group operate and generate income.
Deferred tax is provided on temporary differences between the 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 assets or liabilities that
affect neither accounting nor taxable profit other than in a business
combination; and
· 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 balance sheet date.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
2.13 Intangible assets
Goodwill
Goodwill represents the future economic benefits arising from a business
combination that are not individually identified and separately recognised.
Goodwill is carried at cost less accumulated impairment losses.
For the purposes of impairment testing, goodwill acquired in a business
combination is allocated to each of the cash generating units ("CGUs"), that
is expected to benefit from the synergies of the combination. Assets are
grouped at the lowest level for which there are largely independent cash
inflows. Goodwill impairment reviews are undertaken annually. The carrying
value of goodwill is compared to the recoverable amount, which is the higher
of value in use and the fair value less costs of disposal. Any impairment is
recognised immediately as an expense and is not subsequently reversed.
Gains on bargain purchases are recognised in the consolidated comprehensive
income in the period to which they relate in full.
Customer relationships
Separately acquired customer relationships are recorded at historic cost.
Customer relationships acquired in a business combination are recognised at
fair value at the acquisition date. Customer relationships have a finite
useful life and are carried at cost less accumulated amortisation and
impairment. Amortisation is calculated using the straight line method to
allocate the cost of customer relationships over their estimated useful lives
of 20 years.
Computer software
Costs that are directly attributable to a project's development phase are
recognised as intangible assets, provided they meet all of the following
recognition requirements:
· the development costs can be measured reliably;
· the project is technically and commercially feasible;
· the Group intends to and has sufficient resources to
complete the project;
· the Group has the ability to use or sell the software;
and
· the software will generate probable future economic
benefits.
Computer software is amortised over a period of 5 - 10 years.
2.14 Tangible fixed assets
Property, plant and equipment are stated at cost, net of accumulated
depreciation and impairment losses. Costs include the original purchase price
of the assets and the costs attributable to bringing the assets to its working
condition for intended use.
Depreciation is recognised on a straight-line basis to write down the cost
less estimated residual value of buildings, IT equipment and other equipment.
The following useful lives are applied:
Freehold property 2%
Plant and machinery 10%-25%
Motor vehicles 20%-33%
Fixtures and fittings 10%-25%
Gains or losses arising on the disposal of property, plant and equipment are
determined as the difference between the disposal proceeds and the carrying
amount of the assets and are recognised in profit or loss either within other
income or administrative expenses.
2.15 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost
includes all expenses directly attributable to the manufacturing process as
well as suitable portion of related production overheads, based on normal
operating capacity. Costs of ordinarily interchangeable items are assigned
using the first in, first out cost formula. Net realisable value is the
estimated selling price in the ordinary course of business less any directly
attributable selling expenses.
2.16 Trade receivables
Trade receivables are amounts due from customers for goods sold or services
rendered in the ordinary course of business. If collection is expected within
one year, they are classified as current assets. If not, they are classified
as non-current assets. Trade receivables are recognised initially at the
transaction price. They are subsequently measured at amortised cost using the
effective interest method, less provisions for impairment. The Group assesses
impairment based on the lifetime of expected credit losses.
2.17 Trade payables
Trade payables are obligations to pay for goods or services that have been
acquired in the ordinary course of business from suppliers. Accounts payable
are classified as current liabilities if payment is due within one year. If
not, they are presented as non current liabilities. Trade payables are
recognised initially at the transaction price and subsequently recognised at
amortised cost using the effective interest method.
2.18 Leases
Group as a lessee
The Group makes the use of leasing arrangements principally for the provision
of the manufacturing facilities, warehouses and related facilities, and IT
equipment and motor vehicles. The rental contracts for property are typically
negotiated for terms of between 3 and 50 years and some of these have
extension terms. Lease terms for fixtures & fittings and equipment and
motor vehicles have lease terms of between 6 months and 10 years without any
extension terms. The Group does not enter into sale and leaseback
arrangements. All the leases are negotiated on an individual basis and contain
a wide variety of different terms and conditions such as purchase options and
escalation clauses.
The Group assesses whether a contract is or contains a lease at inception of
the contract. A lease conveys the right to direct the use and obtain
substantially all of the economic benefits of an identified asset for a period
of time in exchange for consideration.
At lease commencement date, the Group recognises a right-of-use asset and a
lease liability in its Consolidated Statement of Financial Position. The
right-of-use asset is measured at cost, which is made up of the initial
measurement of the lease liability, any initial direct costs incurred by the
Group, an estimate of any costs to dismantle and remove the asset at the end
of the lease, and any lease payments made in advance of the lease commencement
date (net of any incentives received).
The Group depreciates the right-of-use asset on a straight-line basis from the
lease commencement date to the earlier of the end of the useful life of the
right-of-use asset or the end of the lease term. The Group also assesses the
right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date discounted by using
the rate implicit in the lease. If this rate cannot be readily determined, the
Company uses its incremental borrowing rate. The incremental borrowing rate is
the estimated rate that the Group would have to pay to borrow the same amount
over a similar term, and with similar security to obtain an asset of
equivalent value. This rate is adjusted should the lessee entity have a
different risk profile to that of the Group.
The lease liability is reassessed when there is a change in the lease
payments. Changes in lease payments arise from a change in the lease term or a
change in the assessment of an option to purchase a leased asset.
The Group has elected to account for short-term leases and leases of low-value
assets using the practical expedients. These leases relate to items of office
equipment such as desks, chairs, and certain IT equipment. Instead of
recognising a right-of-use asset and lease liability, the payments in relation
to these are recognised as an expense in profit or loss on a straight-line
basis over the lease term.
2.19 Cash and cash equivalents
Cash and cash equivalents comprise of cash on hand and demand deposits,
together with other short term, highly liquid investments maturing within 90
days from the date of acquisition that are readily convertible into known
amounts of cash and which are subject to an insignificant risk of changes in
value.
2.20 Provisions
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event, it is probable that the Group will
be required to settle the obligation, and a reliable estimate can be made of
the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
When a provision is measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).
When some or all of the economic benefits required to settle a provision are
expected to be recovered from a third party, a receivable is recognised as an
asset if it is virtually certain that reimbursement will be received, and the
amount of the receivable can be measured reliably. The provisions are tested
annually for impairment.
2.21 Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial
liability is derecognised when it is extinguished, discharged, cancelled or
expires.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
Classification and measurement of financial assets
Except for those trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable). Financial assets, other than those
designated and effective as hedging instruments, are classified into one of
the following categories:
· amortised cost
· fair value through profit or loss (FVTPL), or
· fair value through other comprehensive income (FVOCI).
In the periods presented the Group does not have any financial assets
categorised as FVTPL or FVOCI.
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented
within other expenses.
IFRS 9's impairment requirements use forward-looking information to recognise
expected credit losses - the 'expected credit loss (ECL) model'. Instruments
within the scope of the requirements include loans and other debt‑type
financial assets measured at amortised cost and FVOCI, trade receivables,
contract assets recognised and measured under IFRS 15 and loan commitments and
some financial guarantee contracts (for the issuer) that are not measured at
fair value through profit or loss.
The Group considers a broader range of information when assessing credit risk
and measuring expected credit losses, including past events, current
conditions and reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
For trade receivables and contract assets, the Group applies the IFRS 9
simplified approach, which uses a lifetime expected credit loss allowance. To
measure the expected credit losses, receivables are grouped based on specific
credit risk categories of the entities in which they operate. The expected
loss rates are based on payment profiles of sales over a period of 12 months
and the corresponding historical credit losses experienced within this period.
The historical loss rates are adjusted to reflect current and forward-looking
information on macroeconomic factors expected to impact the customers to which
they relate.
Classification and measurement of financial liabilities
The Group's financial liabilities include borrowings and trade and other
payables.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at FVTPL.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for financial liabilities designated at
FVTPL, which are carried subsequently at fair value with gains or losses
recognised in profit or loss.
All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.
Offsetting
Financial assets and liabilities are offset, and the net amount reported in
the Consolidated Statement of Financial Position when there is a legally
enforceable right to offset the recognised amounts and there is an intention
to settle on a net basis. The legally enforceable right must not be contingent
on future events and must be in the normal course of business.
2.22 Impairment of non-financial assets
Assets that are subject to amortisation are reviewed for impairment when
events or changes in circumstances indicate that the carrying amount may not
be recoverable. An impairment loss is recognised for the amount by which the
asset's carrying amount exceeds the recoverable amount. The recoverable amount
is the higher of an asset's fair value less costs of disposal and value in
use. In assessing the value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risk specific to
the asset for which the estimate of future cash flows have not been adjusted.
An impairment loss is recognised immediately in the profit and loss account,
unless the relevant asset is carried at the revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase. A
reversal of an impairment loss is recognised immediately in profit and loss,
unless the relevant asset is carried at the revalued amount, in which case
this reversal is taken to the revaluation reserve.
2.23 Dividends
Dividends are recognised when they become legally payable. In the case of
interim dividends to equity shareholders, this is when they are declared by
the directors. In the case of final dividends, this is when they are approved
by the shareholders at the annual general meeting.
2.24 Non-controlling interests
For business combinations, the Group initially recognised any non-controlling
interest in the acquiree at the non‑controlling interest's proportionate
share of the acquiree's net assets.
The total comprehensive income of non-wholly owned subsidiaries is attributed
to owners of the parent and to the non-controlling interests in proportion to
their relative ownership interests.
2.25 Post-employment benefits and short-term employment benefits
Post-employment benefit plans
The Group provides post-employment benefits through various defined
contribution plans.
Defined contribution plans
The Group pays fixed contributions into independent entities in relation to
several retirement plans and insurances for individual employees. The Group
has no legal or constructive obligations to pay contributions in addition to
its fixed contributions, which are recognised as an expense in the period that
related employee services are received.
Short-term employee benefits
Short-term employee benefits, including holiday entitlement, are current
liabilities included in pension and other employee obligations, measured at
the undiscounted amount the Group expects to pay as a result of the unused
entitlement.
2.26 Borrowings
All borrowings are initially recorded at the amount of proceeds received, net
of transaction costs. Borrowings are subsequently carried at amortised cost,
with the difference between the proceeds, net of transaction costs, and the
amount due on redemption being recognised as a charge in the income statement
over the period of the borrowing. Interest expense is recognised on the basis
of the effective interest method and is included in finance costs. Borrowings
are classified as current liabilities unless the Group has an unconditional
right to defer settlement of the liability for at least 12 months after the
reporting date.
2.27 Share capital and reserves
Ordinary share capital
Ordinary shares are classified as equity. Equity instruments are measured at
the fair value of the cash or other resources received or receivable, net of
the direct costs of issuing equity instruments. If payment is deferred and the
time value of money is material, the initial measurement is on the present
value basis.
Share premium reserve
The share premium reserve represents the agreed value of the shares issued
above the nominal value. Any transaction costs associated with the issuing of
shares are deducted from the share premium, net of any related income tax
benefits.
Retained earnings
Retained earnings includes all current and prior period retained profits.
The company's share-based payments are recognised as equity settled
share-based payments as the employees will receive shares after the vesting
period. Share-based compensation is recognised as an expense in the
Consolidated Statement of Comprehensive Income with a corresponding credit to
retained equity and reserves. If vesting periods or other vesting conditions
apply, the expense is allocated over the vesting period, based on the best
available estimate of the number of share options expected to vest. Non-market
vesting conditions are included in assumptions about the number of share
options that are expected to become exercisable. For equity settled shares, a
fair value of the share option is established at the date the shares are
granted, and the cost is spread over the vesting period.
3. Accounting estimates and judgements
In the application of the Group's accounting policies, the directors are
required to make judgements, estimates and assumptions about the carrying
amount of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates.
Estimates and the underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised where the revision affects only that period, or in the
period of the revision and future periods where it affects current and future
periods.
Judgements made in applying the accounting policies of the Group:
Revenue recognition
For the Group's contracts with customers, judgements are required to assess
whether control is transferred to customers over time or at a point in time.
Where control over the specific performance obligations is transferred over
time, judgements are required regarding the progress towards completion. The
Group measures certain contracts using the output method, measuring progress
based on costs incurred relative to total expected costs. Contracts with
specific performance obligations are measured using the output method, where
progress is based on milestones or outputs achieved.
Estimates made in applying the accounting policies of the Group:
Business combinations
Management uses various valuation techniques when determining the fair values
of certain assets and liabilities acquired in a business combination. In
particular, the fair value of contingent consideration is dependent on the
outcome of many variables including the acquirees' future profitability. In
making this assessment, management have used current performance, and
projected future performance to determine whether a liability has arisen.
Details of amounts recognised including the value of contingent consideration
are disclosed in note 22.
Leases - determination of the appropriate discount rate to measure lease
liabilities
As noted above, the Group enters into leases with third-party landlords and as
a consequence, the rate implicit in the relevant lease is not readily
determinable. Therefore, the Group uses its incremental borrowing rate as the
discount rate for determining its lease liabilities at the lease commencement
date. The incremental borrowing rate is the rate of interest that the Group
would have to pay to borrow over similar terms which requires estimations when
no observable rates are available. The average discount rate used in the
calculation of lease liabilities is 5%.
The Group consults with its main bankers to determine what interest rate they
would expect to charge the Group to borrow money to purchase a similar asset
to that which is being leased. Details on the amounts recognised as
Right‑of-use assets and Lease liabilities are disclosed in note 15.
Useful life of assets
The annual depreciation charge depends primarily on the estimated lives of
each type of asset. The Directors annually review these asset lives and adjust
them as necessary to reflect the current thinking of remaining useful lives in
light of technological change, prospective economic utilisation and physical
condition of the assets concerned. Changes in asset lives can have a
significant impact on depreciation charges for the period. There were no
changes in the useful life of assets in the year, and no impairment
adjustments recognised. The net value of depreciated assets together with the
depreciation charge for the year is disclosed in note 14.
Provision in respect of trade and other debtors
The company estimates the allowance for trade and other debtors based on an
assessment of specific accounts where the company has objective evidence
comprising default in payment terms of significant financial difficulty that
certain customers are unable to meet their financial obligations. In these
cases, judgement is used on the best available facts and circumstances
including, but not limited to, length of relationship and historical events.
The provision for specific bad debts for the year is disclosed in note 17.
Provision in respect of stock
The company makes a number of estimates that are subjective in nature, in
respect of provisions for inventory whose carrying value may not be realised.
The company uses a variety of sources to determine provision rates against
specific stock categories, including historical sales patterns, post year end
performance and age. Any change in these factors would impact the provision
for stock and would result in a change in the carrying value. The stock
provision has been disclosed in note 16.
Impairment of non-financial assets, goodwill and other intangible assets
The Group tests at least annually whether other non-financial assets, goodwill
and other intangible assets have suffered any impairment in accordance with
its accounting policies. In assessing impairment, management estimates the
recoverable amount of each asset or cash generating unit based on expected
future cash flows and uses an interest rate to discount them (value in use).
Estimating uncertainty relates to assumptions about future operating results
and the determination of a suitable discount rate which can have a material
impact on the respective valuations used for the impairment test. As at 31
December 2025, the Group did not identify any impairment indicators of
goodwill or other intangible assets.
Useful life of other intangible assets - customer relationships
The Group estimates the useful life of other intangible assets - customer
relationships, using certain financial and non-financial information and
historical trends. The useful life of customer relationships is 20 years.
Further information on customer relationships is disclosed in note 13.
4. Revenue
The following is an analysis of the Group's revenue for the year from
continuing operations:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Sale of goods 44,229 41,653
Servicing income 26,709 16,413
70,938 58,066
Analysis of revenue by country of destination:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
United Kingdom 67,825 56,017
Rest of Europe 2,073 1,138
Rest of the World 1,040 911
70,938 58,066
Of the revenue generated in the period £44.2m relates to revenue recognised
at a point in time and £26.7m relates to revenue recognised over time (2024:
£41.7m / £16.4m).
Total amount included in contract assets relating to revenue recognised but
not invoiced was £1,142,000 (2024: £418,000).
Total amount included in contract liabilities relating to revenue invoiced but
deferred was £1,481,000 (2024: £1,355,000).
5. Segmental reporting
Segmental information for the reporting year is as follows:
For the year ended 31 December 2025
Embedded B2B
engineering manufacturing Other Total
£'000 £'000 £'000 £'000
Revenue 37,181 33,757 - 70,938
Cost of sales (22,493) (22,525) 71 (44,947)
Gross profit 14,688 11,232 71 25,991
Depreciation and amortisation (1,178) (1,111) (31) (2,320)
Other expenses (7,345) (7,069) (3,165) (17,579)
Operating profit 6,165 3,052 (3,125) 6,092
Interest (1,211) (1,414) 639 (1,986)
Profit before tax 4,954 1,638 (2,486) 4,106
Taxation (1,119) (543) 522 (1,140)
Profit 3,835 1,095 (1,964) 2,966
Segmental assets 29,702 17,356 20,751 67,809
Segmental liabilities (27,391) (22,588) 5,843 (44,136)
For the year ended 31 December 2024
Embedded B2B
engineering manufacturing Other Total
£'000 £'000 £'000 £'000
Revenue 25,699 32,367 - 58,066
Cost of sales (14,507) (22,396) - (36,903)
Gross profit 11,192 9,971 - 21,163
Depreciation and amortisation (973) (979) (9) (1,961)
Other expenses (5,786) (6,591) (2,956) (15,333)
Operating profit 4,433 2,401 (2,965) 3,869
Interest (1,132) (1,448) 386 (2,194)
Profit before tax 3,301 953 (2,579) 1,675
Taxation (851) (330) 545 (636)
Profit 2,450 623 (2,034) 1,039
Segmental assets 23,137 23,643 12,344 59,124
Segmental liabilities (21,697) (22,992) 5,978 (38,711)
Other items relate to the Group's head office costs. Other assets and
liabilities include borrowings, intangible assets and goodwill raising on
acquisitions, deferred tax and parent company assets.
During 2025, 11% of the Group's revenues depended on a single customer in the
embedded engineering segment. No one single customer accounted for more than
3% of revenue in 2024.
6. Other operating income
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Other operating income 5 72
5 72
Other operating income relates to items such as insurance claim receipts in
the year.
7. Employee costs
The average number of people employed by the Group (including directors)
during the year was as follows:
Year ended Year ended
31 December 31 December
2025 2024
Number Number
Directors 18 10
Administration and sales 131 121
Production 273 234
422 365
The aggregate remuneration costs of these employees are presented below:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Wages and salaries 18,808 12,926
Social security costs 2,415 1,328
Pension costs 783 506
22,006 14,760
The remuneration costs of the Group's directors were:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Directors' emoluments 1,381 1,289
Directors' pensions 40 44
1,421 1,333
Remuneration of the highest paid director was £512,000 including pension of
£13,000 (2024: £539,614, pension £17,740).
Key management compensation
Key management personnel are considered to be the directors, being those
persons having authority and responsibility for planning, directing and
controlling the activities of the Group, both directly and indirectly. The
total remuneration of key management and the directors of the Group combined
was £3,819,616 (2024: £2,543,896).
8. Finance income
Finance income comprises of:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Interest receivable 96 14
96 14
9. Finance cost
Finance cost comprises of:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Bank charges and interest 27 10
Interest on bank loans 1,596 1,697
Interest on related party loans 23 173
Lease interest 436 328
2,082 2,208
10. Operating profit
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Revenue 70,938 58,066
Changes in inventories of finished goods and work in progress 83 (2,037)
Raw materials and consumables used 35,161 29,877
Depreciation and amortisation 2,320 1,961
Employee benefits expenses 22,006 14,760
Distribution costs 324 566
Exceptional expenses 378 1,574
Other operating income (5) (72)
Other operating expense 4,579 7,568
64,846 54,197
Total operating profit 6,092 3,869
Other operating expenses comprise of other administrative expenses such as
rent & rates, utilities, insurance and other related administration
expenses.
Operating exceptional items comprise:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Exceptional items
Restructuring and acquisition-related costs 167 -
Redundancy costs 312 -
(Gain)/loss on disposal of assets (101) -
Group IPO professional fees - 1,574
378 1,574
In 2024, the Group incurred transaction and other IPO related costs of
£1,815,000 as a result of the admission of the Group's issued and to be
issued ordinary shares to trading on AIM. £1,574,000 was included within
operating profit, and £241,000 was offset against share premium in accordance
with IAS 32 - financial instruments.
Auditors' remuneration for audit services during the year was:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Auditors' remuneration
Audit services in respect of the parent company 82 85
Audit services in respect of subsidiaries of the parent 225 206
Audit services in respect of interim review of financial information under 25 -
ISRE 2410
Audit services in respect of parent balance sheet requirement for - 16
re-registration as PLC
332 307
11. Alternative performance measures
Group's adjusted EBITDA is calculated after the following add backs:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Operating profit 6,092 3,869
add back:
Depreciation and amortisation 2,320 1,961
Exceptional items 378 1,574
Other non-trading administrative expenses (included within administrative 360 859
expenses)
Gain on bargain purchase - (592)
Adjusted EBITDA 9,150 7,671
12. Corporation tax
Amounts recognised in profit and loss
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Corporation tax
Current tax on profits for the year 1,252 688
Adjustment in respect of prior periods (371) (37)
Total current tax charge 881 651
Deferred tax
Origination and reversal of temporary differences (55) (15)
Adjustment in respect of prior periods 314 -
Total deferred tax (credit)/charge 259 (15)
Taxation charge on continuing operations 1,140 636
Factors affecting tax charge for the period
The tax assessed for the period is higher than the standard rate of
corporation tax in the UK of 25% (2024: 25%). The differences are explained
below:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Profit before corporation tax 4,106 1,675
Tax at the UK tax rate 25% (2024: 25%) 1,027 419
Effects of:
Fixed asset differences 79 87
Expenses not deductible for tax purposes 42 282
Other permanent differences 1,453 2,440
Chargeable gains 48 -
Non-taxable income (3) (155)
Exempt ABGH distributions (1,362) (2,465)
Timing differences (83) (169)
Group relief surrendered - 219
Adjustments in respect of prior periods (57) (37)
Movements in deferred tax not recognised (4) 15
Total tax expense 1,140 636
Factors that may affect future tax charges
Deferred tax has been calculated at the rate at which the balances are
expected to be settled, based on tax rates that have been substantively
enacted at the balance sheet date (see note 21).
13. Intangible assets
Customer Computer
Goodwill relationships software Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2024 10,545 7,465 204 18,214
Additions 6,453 - 130 6,583
As at 31 December 2025 16,998 7,465 334 24,797
Amortisation
As at 31 December 2024 - (837) (48) (885)
Charge for the year - (373) (58) (431)
As at 31 December 2025 - (1,210) (106) (1,316)
Net book value
At 31 December 2025 16,998 6,255 228 23,481
Customer Computer
Goodwill relationships software Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2023 10,536 7,465 137 18,138
Additions 69 - 67 136
Disposals (60) - - (60)
As at 31 December 2024 10,545 7,465 204 18,214
Amortisation
As at 31 December 2023 - (463) (16) (479)
Charge for the year - (374) (32) (406)
As at 31 December 2024 - (837) (48) (885)
Net book value
At 31 December 2024 10,545 6,628 156 17,329
At 31 December 2023 10,536 7,002 121 17,659
The useful life of these assets has been disclosed in note 2.13.
As described in note 2, the Group recognises goodwill and intangible assets
arising on its acquisitions during the year. The determination of the fair
value of assets and liabilities including goodwill arising on the acquisition
of businesses and the acquisition of other intangible assets arising from the
acquisition as part of business combinations which is expected to generate
future economic benefits, are based to a considerable extent on management's
judgement.
The useful life used to amortise intangible assets relates to the expected
future performance of the assets acquired and management's estimate of the
period over which economic benefit will be derived from the asset. The
estimated useful life principally reflects management's view of the average
economic life of each asset and is assessed by reference to historical data
and future expectations.
The fair values of customer relationships acquired through business
combinations are based on the Multi-Period Excess Earnings Method ("MEEM")
which is within the income approach. The MEEM estimated value is based on
expected future earnings attributable to the agreements which have been
discounted to a net present value using discount rates of between 7.3% and
10.8%, based on the Group's weighted average cost of capital ("WACC"). This is
after returns are paid/charged to complementary assets which are used in
conjunction with the valued asset to generate the earnings associated with it.
The discount rates reflect appropriate adjustments relating to market risk and
specific risk factors of each segment.
The goodwill rate of return is the return that causes the business enterprise
value rate of return to equal the WACC. The implied rate of return on goodwill
is based on the selected rates of return for each asset and the WACC is
generally higher than any other asset as goodwill is the riskiest asset and
should require the highest rate of return.
Management undertakes an annual test for impairment of indefinite lived assets
and, for finite lived assets, to test for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. The Group prepares and approves a detailed annual budget and
long-term strategic plan for its operations, which are used as part of the
impairment review. The value in use is calculated on the basis of projected
cashflows for five years together with the terminal value at the end of the
five years, which is computed by reference to projected year six cashflows and
discounted. There was no requirement for any impairment provision at 31
December 2025 (2024: £nil). The key assumptions in determining the value in
use are:
Revenue and margins: These are derived from the detailed 2026 budgets which
are built up with reference to markets and product categories.
Discount rate: Cashflows are discounted using WACC of 10.3% per annum (2024:
9.3%), calculated by reference to year‑end data on equity values and
interest, dividend and tax rates.
Long-term growth rates: 3% long-term growth rate takes into account UK
industry growth expectations.
Management has considered the requirement under IAS 36.134(f) to disclose
sensitivities where a reasonably possible change in key assumptions could
cause the carrying amount to exceed the recoverable amount. Given the level of
headroom across all CGUs, management concluded that no reasonably possible
change in discount rate, growth rate or margin assumptions would eliminate
headroom or result in an impairment. As such, sensitivity disclosures are not
required.
14. Property, plant and equipment
Details of the Group's property, plant and equipment and their carrying
amounts are as follows:
Freehold Plant and Motor Fixtures and
property machinery vehicles fittings Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 31 December 2024 3,564 6,010 648 1,724 11,946
Additions 13 1,659 72 225 1,969
Acquisitions - 78 123 119 320
Disposals - (332) (123) (222) (677)
Reclassification (note 15) - (2,523) (466) - (2,989)
As at 31 December 2025 3,577 4,892 254 1,846 10,569
Depreciation
As at 31 December 2024 (573) (2,923) (283) (1,028) (4,807)
Charge for the year (68) (404) (84) (226) (782)
Disposals - 327 100 209 636
Reclassification (note 15) - 189 265 - 454
As at 31 December 2025 (641) (2,811) (2) (1,045) (4,499)
Net book value
At 31 December 2025 2,936 2,081 252 801 6,070
Freehold Plant and Motor Fixtures and
property machinery vehicles fittings Total
£'000 £'000 £'000 £'000 £'000
Cost
As at 31 December 2023 3,507 3,668 648 1,472 9,295
Additions 7 942 121 292 1,362
Acquisitions 50 1,773 - 50 1,873
Disposals - (373) (121) (90) (584)
As at 31 December 2024 3,564 6,010 648 1,724 11,946
Depreciation
As at 31 December 2023 (438) (2,851) (225) (927) (4,441)
Charge for the year (135) (433) (121) (186) (875)
Disposals - 361 63 85 509
As at 31 December 2024 (573) (2,923) (283) (1,028) (4,807)
Net book value
At 31 December 2024 2,991 3,087 365 696 7,139
At 31 December 2023 3,069 817 423 545 4,854
The useful life of the tangible assets has been disclosed in note 2.14. During
the year, £2,535,000 was reclassified to right-of-use assets.
15. Right-of-use assets
Motor
Property vehicles IT equipment Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2024 5,548 152 344 6,044
Additions 660 269 - 929
Additions on acquisition 785 75 4 864
Disposals - - (39) (39)
Reclassification (note 14) - 466 2,523 2,989
As at 31 December 2025 6,993 962 2,832 10,787
Depreciation
As at 31 December 2024 (1,528) (17) (264) (1,809)
Disposals - - 39 39
Charge for the year (749) (156) (203) (1,108)
Reclassification (note 14) - (265) (189) (454)
As at 31 December 2025 (2,277) (438) (617) (3,332)
Net book value
At 31 December 2025 4,716 524 2,215 7,455
Motor
Property vehicles IT equipment Total
£'000 £'000 £'000 £'000
Cost
As at 31 December 2023 4,078 647 343 5,068
Additions 1,716 129 1 1,846
Additions on acquisition 94 11 - 105
Disposals (340) (635) - (975)
As at 31 December 2024 5,548 152 344 6,044
Depreciation
As at 31 December 2023 (1,178) (344) (195) (1,717)
Additions on acquisition (112) (15) - (127)
Disposals 340 375 - 715
Charge for the year (578) (33) (69) (680)
As at 31 December 2024 (1,528) (17) (264) (1,809)
Net book value
At 31 December 2024 4,020 135 80 4,235
At 31 December 2023 2,900 303 148 3,351
During the year, £2,535,000 was reclassified from property, plant and
equipment and motor vehicles.
Lease liabilities are presented in the consolidated statement of financial
position as follows:
31 December 31 December
2025 2024
£'000 £'000
Current (<1 year) 1,536 1,267
Non-current (1-2 years) 1,479 1,118
Non-current (2-5 years) 2,907 2,335
Non-current (over 5 years) 1,379 1,369
7,301 6,089
The following amounts have been recognised in the profit and loss for which
the Group is a lessee:
31 December 31 December
2025 2024
£'000 £'000
Depreciation expense 1,108 680
Lease liability interest expense 436 328
1,544 1,008
Amounts recognised in the statement of cashflows:
31 December 31 December
2025 2024
£'000 £'000
Amounts recognised as cash outflows for lease obligations 629 778
629 778
16. Inventories
Inventories consist of the following at year end:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Raw materials 2,801 2,738
Work-in-progress 1,398 908
Finished goods 2,660 3,130
6,859 6,776
Inventories have been stated after a provision of £398,631 (2024: £589,770).
The replacement value of inventory does not materially differ to the total
balances by category.
17. Trade and other receivables
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Trade receivables 11,949 9,072
Prepayments 1,269 1,410
Other receivables 2,148 1,086
15,366 11,568
All amounts are short-term. The net carrying value of trade receivables is
considered a reasonable approximation of fair value. The maximum exposure to
customer credit risk at the reporting date is the currency value of trade
receivables noted above. While the majority of trade and other receivables are
denominated in British pounds, a small proportion is denominated in euros
following the acquisition of a subsidiary whose functional currency is EUR.
The euro-denominated balances are not material in the context of the Group's
total receivables.
Total provision for bad debts included within trade receivables is £nil
(2024: £1,829).
Other receivables include £526,645 (2024: £544,500) of tax receivable which
is deemed to have a low credit risk.
Other receivables include £1,142,000 (2024: £418,000) of contract assets
relating to revenue recognised but not invoiced.
Age of trade receivables
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Neither past due nor impaired
<30 days 6,372 4,102
30 - 60 days 3,931 3,421
61 - 90 days 1,442 1,359
91 -120 days 81 192
120 days + 123 (2)
11,949 9,072
No expected credit losses have been recognised relating to customers for whom
there is no recent history of default and for which there are no other
indications that they will not be able to meet their obligations.
Other receivables includes £1,142,000 of contract assets (2024: £418,000).
The following table shows the movement in contract assets:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Neither past due nor impaired
Contract assets at the beginning of the year 418 308
Revenue recognised in prior year that was invoiced in the current year (418) (308)
Amounts recognised in revenue in the current year that will be invoiced in 1,142 418
future year
Balance at the end of the year before ECL 1,142 418
ECL provision against contract assets - -
Balance at the end of the year as reported above 1,142 418
18. Cash and cash equivalents
Cash and cash equivalents consist of the following:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Cash and cash equivalents 8,578 12,077
- British Pounds 7,193 11,564
- Euro 1,372 487
- US Dollar 13 26
8,578 12,077
Cash at bank earns interest at a floating rate based on daily bank deposit
rates. Short-term deposits are made for varying periods of between one day and
three months, depending on the requirements of the group. All amounts held at
the bank are considered liquid as they are not restricted.
Currency risk is discussed in note 25.
19. Trade and other payables
Trade and other payables consist of the following:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Current
Trade payables 5,653 4,900
Accruals 1,982 2,427
Deferred income 1,481 1,355
Other taxes and social securities 2,913 2,027
Contingent consideration 3,042 2,299
Government grants 26 50
Other payables 541 436
15,638 13,494
All amounts are short‑term. The carrying value of trade payables and
short‑term bank overdrafts is considered to be a reasonable approximation of
fair value. While the majority of trade and other payables are denominated in
British pounds, a small proportion is denominated in euros following the
acquisition of a subsidiary with a EUR functional currency. The
euro‑denominated balances are not material in the context of the Group's
total payables.
Deferred income consists of the following:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Deferred service income 214 246
Contract liabilities 1,208 1,011
Arrangement fee income 59 98
1,481 1,355
Contract liabilities and deferred service income represents customer payments
received in advance of performances that are expected to be recognised as
revenue in 2026.
The amounts recognised as deferred service income and contract liabilities for
2024 were recognised in revenue during 2025.
Arrangement fee income is deferred over the life of the loan typically a term
of 3 years.
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Non-current
Contingent consideration 1,567 1,629
1,567 1,629
Deferred consideration can form a part of the acquisition price paid to
sellers when the Group acquires a new company. It is obliged to pay a certain
amount at a specified date after the date of acquisition.
20. Borrowings
Borrowings include the following financial liabilities:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Current
Loans and borrowings 2,170 1,776
Invoice discounting 2,694 2,911
4,864 4,687
Non-current
Loans and borrowings 8,656 7,374
Invoice discounting 1,726 2,142
10,382 9,516
Loans and borrowings are secured by fixed and floating charges over the assets
of the company and are repayable within 10 years. Interest accrues on loans
and borrowings at rates between 2.69% and 6.5% above the base rate of the Bank
of England.
Invoice discounting includes balances drawn down on the company invoice
discounting facility, which are secured by floating and fixed charges over the
Group's assets. These incur interest at rates between 2.5% and 3% above the
base rate of the Bank of England.
The changes in the Group's liabilities arising from financing activities can
be classified as follows:
Loans and Invoice Lease
borrowings discounting liabilities Total
£'000 £'000 £'000 £'000
Balance at 1 January 2024 11,690 2,911 3,798 18,399
Cash flows
Repayment (2,540) (389) (778) (3,707)
Proceeds - 2,531 - 2,531
Interest paid (1,120) (578) (328) (2,026)
Non-cash
Non-cash changes in lease liabilities - - 3,069 3,069
Interest expense 1,120 578 328 2,026
Balance at 31 December 2024 9,150 5,053 6,089 20,292
Balance at 1 January 2025 9,150 5,053 6,089 20,292
Cash flows
Repayment (798) (908) (629) (2,335)
Proceeds 2,474 275 - 2,749
Interest paid (999) (597) (437) (2,033)
Non-cash
Non-cash changes in lease liabilities - - 1,841 1,841
Interest expense 999 597 437 2,033
Balance at 31 December 2025 10,826 4,420 7,301 22,547
The fair value of the Group's borrowings as presented above approximate to
their carrying value.
21. Provisions
Deferred Other
tax liabilities provisions Total
£'000 £'000 £'000
At 31 December 2024 1,929 75 2,004
Additional in the year 403 - 403
Utilised in the year - (75) (75)
At 31 December 2025 2,332 - 2,332
Deferred tax liability of £0.77m (2024: £0.27m) arises from short-term
timing differences, and £1.56m (2024: £1.66m) relates to temporary
differences on intangible assets.
22. Business combinations
The details of the business combinations in 2025 are as follows:
Name Date of acquisition Proportion of voting equity interests acquired Consideration transferred
£'000
EMC Elite Engineering Services Ltd 31/03/2025 100 3,300
Randor Technologies Limited 31/07/2025 100 1,780
Gridcore Electrical Services Limited 27/08/2025 100 25
5,105
EMC Elite Engineering Services Ltd Randor Technologies Limited Gridcore Total £'000
£'000
£'000
Electrical
Services Limited £'000
Fair value of consideration transferred
Amount settled in cash 3,300 1,780 25 5,105
Fair value of contingent consideration 1,671 1,263 - 2,934
Total 4,971 3,043 25 8,039
Assets acquired and liabilities recognised at the date of acquisition
Non-current assets 1,035 174 - 1,209
Current assets 2,007 291 26 2,324
Non-current liabilities (90) - - (90)
Current liabilities (1,529) (268) (12) (1,809)
1,423 197 14 1,634
Goodwill arising on acquisitions
Consideration transferred 4,971 3,043 25 8,039
Fair value of identifiable net assets acquired (1,423) (197) (14) (1,634)
3,548 2,846 11 6,405
Consideration transferred settled in cash 3,300 1,780 25 5,105
Cash and cash equivalents acquired 870 68 - 938
Net cash outflows on acquisition 2,430 1,712 25 4,167
Contribution to Group results post-acquisition
Post-acquisition revenue 10,735 802 - 11,537
Post-acquisition profit 1,203 249 - 1,452
Contribution to Group results if acquisition occurred at commencement of
financial year
Revenue 12,004 1,853 22 13,879
Profit (loss) 1,025 (2,137) 14 (1,098)
Gridcore Electrical Services Limited has claimed exemption from audit under
section 477 of the Companies Act 2006. The subsidiary is included in the Group
financial statements based on unaudited financial information, which the
Directors consider to be reliable for the purposes of consolidation.
The details of the business combinations in 2024 were as follows:
Name Date of Proportion of voting Consideration
acquisition equity interests transferred
acquired £'000
Drurys Engineering Limited 26/02/2024 100 700
Claro Precision Engineering Limited 26/02/2024 100 550
1,250
Drurys Engineering Limited Claro Precision Engineering Limited Total
£'000
£'000
£'000
Fair value of consideration transferred
Amount settled in cash 700 550 1,250
Total 700 550 1,250
Assets acquired and liabilities recognised at the date of acquisition
Non-current assets 1,254 619 1,873
Current assets 1,410 1,586 2,996
Non-current liabilities (1,456) (1,488) (2,944)
Current liabilities (50) (33) (83)
1,158 684 1,842
Other income arising on acquisitions
Consideration transferred 700 550 1,250
Fair value of identifiable net assets acquired (1,158) (684) (1,842)
(458) (134) (592)
Consideration transferred settled in cash 700 550 1,250
Cash and cash equivalents acquired - - -
Net cash outflows on acquisition 700 550 1,250
Contribution to Group results post-acquisition
Post-acquisition revenue 3,916 4,469 8,385
Post-acquisition loss (259) (28) (287)
If both acquirees had been acquired at the commencement of the financial year,
their contribution to the Group's results would not have differed, as both
businesses commenced trading only from the acquisition date.
23. Share capital
Year ended Year ended
31 December 31 December
2025 2024
Share capital 71,978,912 shares at £0.01 719,790 718,386
719,790 718,386
Movement in share capital is shown below:
Year ended Year ended
31 December 31 December
2025 2024
Shares issued and fully paid:
Beginning of the year 718,386 261
Shares issued on reorganisation - 499,943
Shares issued on listing - 218,182
Shares issued on the exercise of warrants 1,404 -
719,790 718,386
All share capital is presented to the nearest full pound.
All ordinary shares rank pari-passu in all respects including voting rights,
and the right to receive dividends and distributions, if any, declared or made
or paid in respect of ordinary shares.
In 2024, proceeds received in addition to the nominal value of the shares
issued during the year were included in share premium less registration and
other regulatory fees and net of related tax benefits. Costs of new shares
charged to equity amounted to £241,000.
24. Earnings per share
Both the basic and diluted earnings per share have been calculated using the
profit attributable to shareholders of the parent company Amcomri Group plc as
the numerator i.e. no adjustments to profit were necessary in 2025 or 2024.
The reconciliation of the weighted average number of shares for the purposes
of diluted earnings per share to the weighted average number of ordinary
shares used in the calculation of basic earnings per share is as follows:
Year ended Year ended
31 December 31 December
2025 2024
'000 '000
Weighted average number of shares used in basic earnings per share 71,696 29,934
Weighted average number of dilutive shares 1,366 31
Weighted average number of shares used in diluted earnings per share 73,062 29,965
Year ended Year ended
31 December 31 December
2025 2024 Restated
pence pence
Adjusted earnings per share 5.42 9.35
Adjusted diluted earnings per share 5.32 9.34
Adjusted earnings per share have been calculated by adding back the impact of
exceptional items, share based payments and amortisation of customer
relationships net of their impact on the tax charge.
Adjusted earnings per share for 2024 have been restated to add back share
based payments and amortisation of customer relationships.
25. Financial instruments and risk management
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going
concern, and
· to provide an adequate return to shareholders by pricing
products and services in a way that reflects the level of risk involved in
providing those goods and services.
The Group is exposed to various risks in relation to financial instruments
including credit risk, liquidity risk and currency risk. The Group's risk
management is coordinated by its managing directors. The Group does not
actively engage in the trading of financial assets for speculative purposes.
The most significant financial risks to which the Group is exposed are
described below:
Credit risk
Credit risk arises from cash and cash equivalents as well as any outstanding
receivables. Management does not expect any losses from non-performance of
these receivables. The amount of exposure to any individual counterparty is
subject to a limit, which is assessed by the Board. Total provision for bad
debts included within trade receivables is £nil (2024: £1,829) (see note
17).
The net carrying value of trade receivables is considered a reasonable
approximation of fair value. The maximum exposure to customer credit risk at
the reporting date is the currency value of trade receivables noted above. All
trade and other receivables are in British pounds (see note 17).
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Trade receivables 11,949 9,072
Cash and cash equivalents 8,578 12,077
20,527 21,149
While the majority of trade and other receivables are denominated in British
pounds, a small proportion is denominated in euros following the acquisition
of a subsidiary whose functional currency is EUR. The euro‑denominated
balances are not material in the context of the Group's total receivables.
Currency risk
Foreign currency risk is the risk that the fair value of future cash flows of
a financial instrument will fluctuate because of changes in foreign exchange
rates. The Group seeks to transact the majority of its business in its
reporting currency (GBP). However, some customers and suppliers are outside
the UK and a proportion of these transact with the company in EUR and USD. For
this reason, the Group operates current bank accounts in EUR and USD. To the
maximum extent possible, receipts and payments in a particular currency are
made through the bank account in that currency to reduce the amount of funds
translated to or from the reporting currency.
Cash flow projections are used to plan for those occasions when funds will
need to be translated into different currencies so that exchange rate risk is
minimised. If the exchange rate between sterling and the euro had been
10% higher/lower at the reporting date, the effect on profit would have been
approximately £157,275/(£157,275) respectively (2024: £62,071/(£66,071)).
The exposure relating to USD is not determined to be material based on the
volume of activity and the value of cash held.
During the year, the Group acquired Randor Technologies Limited whose
functional currency is the euro. As a result, certain trade receivables and
trade payables are now denominated in EUR. At 31 December 2025,
EUR‑denominated trade receivables and trade payables were not material in
the context of the Group's total receivables and payables; however, they form
part of the Group's exposure to foreign currency risk, which continues to be
managed in line with the Group's existing treasury practices.
Liquidity risk
The Group's financial instruments are classified as follows:
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Assets measured at amortised cost
Trade receivables 11,949 9,072
Prepayments and other receivables 3,417 2,496
Cash and cash equivalents 8,578 12,077
23,944 23,645
Year ended Year ended
31 December 31 December
2025 2024
£'000 £'000
Liabilities measured at amortised cost
Trade payables 5,653 4,900
Accruals and other payables 7,132 6,791
Leasehold liability 7,301 6,089
Other provisions - 75
20,086 17,855
The Group's financial liabilities measured at the contractual undiscounted
cash flows matures as follows:
Loans and Invoice Lease Trade and other
borrowings discounting liabilities payables Total
£'000 £'000 £'000 £'000 £'000
Balance at 31 December 2025
Less than one year 2,258 2,781 1,878 11,218 18,135
Between one and two years 2,413 1,900 1,791 1,567 7,671
Between two and five years 4,782 - 3,261 - 8,043
Over five years 4,258 - 1,541 - 5,799
13,711 4,681 8,471 12,785 39,648
Loans and Invoice Lease Trade and other
borrowings discounting liabilities payables Total
£'000 £'000 £'000 £'000 £'000
Balance at 31 December 2024
Less than one year 1,776 2,911 1,267 10,061 16,015
Between one and two years 1,942 2,142 1,118 1,629 6,831
Between two and five years 3,862 - 2,335 - 6,197
Over five years 1,570 - 1,369 - 2,939
9,150 5,053 6,089 11,690 31,982
Interest rate risk
The Group is exposed to interest rate risk arising from its borrowings.
Changes in market interest rates impact the Group's future interest costs and
therefore its profit or loss. This risk is monitored regularly, and the Group
does not currently use interest‑rate derivatives to hedge this exposure. The
Group's lease liabilities are not subject to cash‑flow interest rate risk
because their interest charges do not vary with market interest rates.
The below sensitivity analysis is based on borrowings outstanding at
year‑end and assumes all other variables remain constant:
· A 100-basis point increase in market interest rates would
have increased the Group's annual interest expense by approximately £152,460
(2024: £142,030), resulting in a corresponding decrease in profit before tax
of the same amount.
· A 100 basis point decrease in market interest rates would
have reduced the Group's annual interest expense by approximately £152,460
(2024: £142,030), resulting in a corresponding increase in profit before tax
of the same amount.
26. Result attributable to the parent company
As permitted by Section 408 of the Companies Act 2006, the Parent Company's
statement of profit and loss has not been included in these financial
statements. The profit dealt with in the financial statements of the Parent
Company was £1,366,757 (2024: loss of £1,562,532).
27. Related party transactions
In 2024, the Company had a funding facility with Oranmore Limited, whose
majority shareholder is also a shareholder of the Group. As at 31 December
2024, the Company had repaid the full balance of the facility. There is no
outstanding balance as at 31 December 2025.
As at 31 December 2025 the Group owed £0.7m (2024: £0.7m) to Fawley
Industrial Limited, whose majority shareholder is also a shareholder of the
Group.
During the year, the Group was provided services by the following entity whose
majority shareholder is also a shareholder of the Group:
Amcomri Management Services Limited - Payments received of £57,934 (2024:
£22,211).
There is no outstanding balance as at 31 December 2025 (2024: £nil).
28. Events after the reporting period
In March 2026, Amcomri's wholly owned subsidiary, Gridcore Electrical Services
Limited, entered into a conditional agreement to acquire the business and
assets of Enerveo Limited's National Compliance and Testing division for £1,
with completion expected in May 2026.
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