REG - Ashtead Tech Hldgs - Full Year Results 2025
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RNS Number : 8652W Ashtead Technology Holdings plc 17 March 2026
17 March 2026
Ashtead Technology Holdings plc
("Ashtead Technology", the "Company" or the "Group")
Full Year Results 2025
Strong execution as strategy delivers - confident of continued progress
through 2026
Ashtead Technology Holdings plc (LSE: AT.), a leading provider of subsea
technology solutions to the global offshore energy sector, announces its full
year results for the year ended 31 December 2025 ("FY25" or "the year").
Financial Performance (£'m)
FY25 FY24 % Movement
Revenue 203.2 168.0 21.0%
Adjusted EBITA(1) 59.1 50.3 17.5%
Adjusted EBITA % 29.1% 29.9% (80)bps
Operating profit 51.6 42.8 20.5%
Profit before tax 41.2 36.1 14.3%
Adjusted basic earnings per share (pence)(2) 49.4 45.0 9.8%
Basic earnings per share (pence) 40.0 35.9 11.4%
Return on Invested Capital (ROIC)(3) 22.7% 24.3% (160)bps
Proposed full year dividend 1.3p 1.2p 8.3%
Proforma Leverage(4) 1.3 1.6
Financial Highlights
· Revenue increased by 21% to £203.2m, driven by the successfully
integrated Seatronics and J2 Subsea acquisitions and organic growth
o Organic revenue growth of 3%
o Inorganic revenue growth of 19%
o FX headwind of -1%
· Adjusted EBITA of £59.1m, representing a margin of 29.1%, towards the
top of the Group's medium-term target, reflecting the increased focus on
higher quality revenue
· Adjusted Earnings per share growth of 10%, demonstrating the
compounding nature of our resilient model
· ROIC of 22.7%, well above cost of capital
· Disciplined capital allocation and strong cash conversion driving a
reduction in proforma net debt to Adjusted EBITDA leverage of 1.3x, providing
improved strategic optionality
· Recommended final dividend of 1.3p per share, representing an increase
of 8% over the prior year
Operational Highlights
· Successful integration of Seatronics and J2 Subsea realising synergies
ahead of schedule and adding increased depth and scale to our international
locations
· New facilities opened in the US and Norway to further expand
international operations and enhance local service delivery for customers
· Continued expansion of our international service offering, resulting
in 33% of 2025 revenues being generated from operations outside of Europe
· Strategically deployed £37m of capex and advanced our innovation
efforts through the design and engineering of proprietary, in-house equipment
· Senior leadership team strengthened to take advantage of structurally
attractive market growth opportunities
· Successfully transitioned the Group's listing to the Main Market of
the London Stock Exchange, broadening access to a wider range of international
investors
Outlook
· Strong market fundamentals underpin the Group's growth strategy
supported by record levels of multi-year customer backlog
· Highly cash generative business model, disciplined capital allocation
and strong balance sheet underpin opportunity to invest in organic growth,
pursue highly selective M&A opportunities and deliver shareholder returns
· The addressable market within our focused end markets of oil & gas
and offshore renewables is forecast to grow at 6% CAGR to $3.4 billion by 2029
· Trading in the first two months of 2026 has been in line with
management's expectations. We are closely monitoring the current situation
in the Middle East which has created volatility in oil and gas markets and
project execution timing uncertainty in the region. Absent extended or wider
disruption, the Board remains confident in delivering further progress in 2026
Allan Pirie, Chief Executive Officer, said:
"We delivered a strong performance in 2025, making significant financial,
strategic and operational progress against a challenging and unpredictable
geopolitical and market backdrop.
Our flexible operating model and integrated offering supports the full
lifecycle of offshore energy infrastructure, allowing us to capitalise on
offshore activity irrespective of geography or end market. This inherent
agility has underpinned our resilience over the past year, enabling us to
deliver another year of organic growth and strong returns.
Our strategy remains to further internationalise and diversify our business,
expanding our differentiated global services platform, our scaled, diversified
footprint, and the mission-critical solutions we offer to our customers
operating in the growing offshore oil and gas and renewables markets. Our
highly cash generative business model and strong balance sheet positions us
well to benefit from the attractive long-term structural growth drivers across
our end markets.
We are mindful of the evolving situation in the Middle East and continue to
monitor this closely. The conflict further reinforces the importance of energy
security, which coupled with a growing demand for energy creates an enduring
platform for long-term growth across the markets in which we operate. Our
focus remains on delivering our strategy to create and capture more
opportunities to grow and strengthen the Group."
Presentation
Allan Pirie, Chief Executive Officer and Ingrid Stewart, Chief Financial
Officer, will host an in-person presentation for analysts and institutional
investors at 8.00am GMT today.
A live webcast will also be available for those who wish to join the
presentation virtually. Please contact ashteadtechnology@dgagroup.com
(mailto:ashteadtechnology@dgagroup.com) to attend in person or to register for
the webcast using the following link:
Ashtead Technology Holdings PLC - Full Year Results 2025
(https://stream.brrmedia.co.uk/broadcast/6995eafc1f80560013666aaa)
Management will also host a live virtual investor presentation via the
Investor Meet Company platform at 10.00am GMT on Friday 20 March 2026. This
event is open to all existing and potential shareholders and registration is
free. Questions can be submitted pre-event via the platform up until 9.00am
GMT the day before the meeting or at any time during the live presentation.
Investors can register for the webinar here:
https://www.investormeetcompany.com/ashtead-technology-holdings-plc/register-investor
(https://www.investormeetcompany.com/ashtead-technology-holdings-plc/register-investor)
Replays of both presentations will subsequently be made available to watch on
demand at www.ashtead-technology.com/investors
(http://www.ashtead-technology.com/investors) .
For further information, please contact:
Ashtead Technology (Via DGA Group)
Allan Pirie, Chief Executive Officer
Ingrid Stewart, Chief Financial Officer
DGA Group (Financial PR) Tel: +44 (0)7510 385 554
Jonathon Brill ashteadtechnology@dgagroup.com
James Styles
(1) Adjusted earnings before interest, tax and amortisation (EBITA) is
calculated as operating profit adjusted to add back amortisation, foreign
exchange movements and items considered one-off in nature as described in the
Appendix to the accounts. Adjusted EBITA is an Alternative Profit Measure
used by management and is not an IFRS disclosure.
(2) Adjusted basic earnings per share is calculated as profit after tax for
the financial year adjusted for amortisation, foreign exchange movements and
items considered one-off in nature, all adjusted for tax, divided by the
weighted average number of ordinary shares.
(3) Return on invested capital (ROIC) is calculated as Adjusted EBITA divided
by invested capital. Invested capital is calculated as average net debt plus
average equity. Net debt is calculated as bank loans plus lease liabilities
less cash at bank and in hand.
(4) Leverage is calculated as Net debt divided by Adjusted EBITDA. Adjusted
earnings before interest, tax, depreciation and amortisation (EBITDA) is
calculated as operating profit adjusted to add back depreciation,
amortisation, foreign exchange movements and items considered one-off in
nature as described in the Appendix to the accounts. Adjusted EBITDA is an
Alternative Profit Measure used by management and is not an IFRS disclosure.
Notes to editors:
Ashtead Technology is a leading subsea technology solutions provider to the
global offshore energy sector. Ashtead Technology's specialist equipment,
engineered solutions, technical expertise and support services enable its
customers to understand the subsea environment and manage offshore energy
production infrastructure. Ashtead Technology operates globally, servicing
customers from its facilities located in key offshore energy hubs. To learn
more, please visit www.ashtead-technology.com
(http://www.ashtead-technology.com)
CEO Statement
Executing on our growth strategy
2025 was a year of continued strategic progress for Ashtead Technology as we
maintained a sharp focus on quality of earnings and operational execution,
meeting the critical needs of customers globally with our industry-leading
solutions.
I am very pleased with the Group's full-year financial performance, with
revenue of £203.2m (a 21% increase on the prior year), driven by organic
growth and the contribution of a full year of earnings from the Seatronics and
J2 Subsea acquisitions completed in late 2024. Our Adjusted EBITA of £59.1m
(a 17% increase on prior year), represents a margin of 29.1%, towards the top
of the Group's medium-term target.
Our balance sheet strength improved during the year with leverage reducing to
1.3x at year end, as a result of strong underlying cash generation, and
provides flexibility to grow our business through organic and inorganic
investment.
Strengthening our differentiated technology and service offering
Our strategy remains unchanged.
We are focused on deepening relationships with our blue‑chip customer base.
This is built on trust and reliability, an unwavering commitment to service
excellence, and by expanding our technology and service offering through
targeted investment and innovation to better support and derisk their offshore
operations.
We are world leading underwater technology specialists, providing an
unparalleled understanding of the subsea environment, enabling our customers
to undertake complex underwater engineering and project execution.
In 2025 we strategically deployed £37m in capital expenditure, advancing our
innovation efforts through the design and engineering of proprietary, in-house
equipment, and collaborating closely with our OEM partners, to deliver new
technology solutions for our customers. Leveraging our unmatched subject
matter expertise and expanding our range of services, Ashtead Technology is
further established as a global provider of integrated subsea technology
solutions.
One of the principal advantages of our business model lies in its
adaptability. Ashtead Technology operates on a global scale, serving both the
offshore oil and gas sector as well as the renewables market. Our
comprehensive range of services covers the entire asset lifecycle-from
installation and inspection, through maintenance and repair, to
decommissioning-positioning us to effectively address evolving geographic and
market requirements.
Increased global reach
We made great strides in expanding our international service offering during
2025. From our fifteen support bases in key offshore energy hubs in the US,
Canada, UK, Norway, UAE, and Singapore, we support our customers globally.
Revenues generated from our Americas, Asia and Middle East businesses grew
by a combined 25% year-on-year.
Following our acquisitions of Seatronics and J2 Subsea in late 2024 we
integrated their organisations into our existing Ashtead Technology facilities
in the US, UK, and UAE. This strategic combination has enhanced operational
efficiency and delivered cost savings that exceeded our original projections.
Three new operating facilities were opened during 2025 to expand our
operations and better support our customers:
* In the UK we opened a new facility to accommodate our growing ROV tooling and
asset integrity operations.
* In the US we opened a second facility in Houston to house our Mechanical
Solutions business, expanding and localising our lifting, pulling and
deployment capability in the region following our acquisition of ACE Winches
in 2023.
* In Norway we consolidated two sites into a new single site facility to house
an expanded full range of Ashtead Technology services to support customers
locally.
Expanding our leadership team
During the year we continued to invest in the senior management team with a
number of key appointments, including a Head of Mechanical Solutions, Chief
Information Officer, QHSE Director, and HR Director. We now have the
strongest senior leadership team that the business has ever had, and this
positions us well to deliver on our future growth plans.
With c.650 employees worldwide, we remain committed to the safety,
development, and wellbeing of our people. The Group's culture, which
emphasises performance, is essential for sustainable, profitable growth and
creating value for all stakeholders. Thanks to our leading position in the
market and positive growth outlook, we continue to attract top talent and
retain key team members.
Disciplined approach to capital allocation
We maintain a disciplined approach to capital allocation, focusing on
strategic investments to drive profitable growth, by broadening our
capabilities and expanding our regional coverage through highly selective
acquisitions.
As a result of continued investment, Ashtead Technology has the largest and
broadest independent subsea equipment fleet in the industry, which along with
the deep domain knowledge and technical capability of our team, means we are
capable of supporting our customers' continued propensity to outsource, and
deliver increasingly large and more complex offshore project requirements
around the world.
After strengthening our balance sheet through deleveraging and maintaining
robust cash generation, we remain in a strong position to capture potential
M&A opportunities in the coming years.
Well placed to harness the attractive growth drivers in our industry
Our customers depend on us for both the advanced technologies and specialised
expertise required to execute, maintain and deliver their projects with
efficiency and cost-effectiveness. As our key customers expand their
multi-year backlogs, we expect a strong pipeline of revenue opportunities that
will support our continued growth plans over the longer-term.
The foundations of enduring customer relationships, a robust market position,
and an unwavering commitment to operational excellence position us well for
future achievements despite geopolitical headwinds. We continue to monitor
the current geopolitical situation and absent extended or wider disruption,
the Board remains confident in delivering further progress in 2026.
Allan Pirie
Chief Executive Officer
CFO Report
Delivering a strong operational performance
Ashtead Technology delivered another strong financial performance in 2025 with
a resilient organic outturn and strong year-on-year growth in revenue on a
reported basis, driven by the acquisitions of Seatronics and J2 Subsea.
Strong, resilient margins and an excellent returns performance were
underpinned by both solid operational execution and the continued mix-shift of
revenues owing to a disciplined focus on quality. The business also delivered
strong operational cash flow resulting in de-leveraging to 1.3x at year end.
This performance was achieved despite a more challenging market backdrop as
a result of multiple factors including the US offshore renewable policy
change, US tariffs and geopolitical factors impacting Europe and the Middle
East, demonstrating the robustness of our diverse and international business
model.
Revenue
Group revenue increased by 21% to £203.2m, predominantly driven by the full
year impact of revenues from the Seatronics and J2 Subsea acquisitions. These
acquisitions have been an excellent addition to the global Ashtead Technology
business, increasing our footprint across every region where we operate,
broadening the breadth and depth of our capability and adding new services
such as cable moulding and manipulator repair to the Group's portfolio.
An early focus following the Seatronics and J2 acquisitions was to reduce
lower margin revenues, prioritising earnings quality over volume. This focus
on higher quality revenues provides a stronger base as we look forward. The
split of the revenue growth was as follows: 19% inorganic growth
(acquisitions completed in late 2024), 3% organic growth and -1% impact from
FX.
Organic revenue growth in the year was impacted by a number of market factors
noted above that resulted in a reduced seasonal peak in revenues through late
Q2 and Q3. Our H2 revenues were 5% ahead of our H1 revenues which demonstrates
improved growth through the latter part of the year, providing good momentum
as we moved into 2026.
All geographic segments delivered a strong performance as we progressed our
global growth strategy and focus on operational execution. Revenues in Europe
grew by 19%, Americas by 14%, APAC by 30% and the Middle East by 44% compared
to the prior year. 33% of our revenues are generated from our non-European
operations whilst within our Europe revenue base, we include revenues
generated outside Europe which are supported by our European operations.
This includes revenues from projects in South America, West Africa, Asia,
and the Caspian. Our Americas region had the lowest growth in 2025 and bore
the largest impact of the adverse market factors described above, including
regulatory changes to the US offshore wind sector and tariffs.
Both of our core end markets contributed meaningfully to the Group's
performance with year-on-year reported revenue growing 28% from oil and gas
and 4% from offshore renewables which was impacted, in part, by the
acquisitions of Seatronics and J2 Subsea. Our strategy remains to acquire oil
and gas-focused businesses that can also be repositioned to support offshore
wind, improving the robustness of the acquired business. The fungibility and
transferability of our technology and expertise enhances the Group's ability
to deliver growth and value, through the life cycle of offshore infrastructure
in both the oil and gas and offshore renewables markets.
External costs directly relating to revenue
External costs relating to revenue of £52.1m represented 26% of revenues
compared to 23% of revenues in 2024. The costs in this category include direct
costs relating to the provision of equipment and/or services to the customer,
excluding any staff costs. This includes component and material costs,
freight, cross hire, rental share, spares, and equipment repairs. The
increase in percentage is due to an increase in the sale of new and/or
in-house built equipment as part of our wider, integrated offering to our
customers.
Staff costs
Staff costs of £54.1m (2024: £48.4m) increased 12% on the prior year with
much of the increase attributable to the full year impact of the Seatronics
and J2 Subsea acquisitions. Our average employee numbers increased from 560
to 649 from 2024 to 2025, an increase of 16%. In addition to increasing our
pool of offshore and onshore technicians to support revenue growth, we
continued to build out our support and management functions as we position our
business for further growth.
Other operating Costs
Our other operating costs of £20.9m (2024: £16.4m) increased by 27% (£4.5m)
in the year due to additional scale as a result of the acquisitions of
Seatronics and J2 Subsea. Within the £4.5m increase, the biggest contributors
were £0.9m of additional IT costs and one-off legal, professional and stock
exchange fees of £1.6m relating to the move from AIM to the Main Market.
Other operating costs includes facility costs (excluding leases), insurance,
IT costs, legal and professional, audit and marketing.
Reversal of impairment loss on trade receivables
Through 2025 the Group collected £1.3m from a customer that had been fully
provided for in prior years and therefore this one-off gain has been excluded
in the calculation of Adjusted EBITDA. In addition, £1.4m has been released
against the bad debt provision due to a reduced provision required under the
ECL (expected credit loss) calculation as a result of an improvement in cash
collection at year end.
Profitability
We continued to deliver strong margins with an Adjusted EBITDA margin of 40.6%
(2024: 41.3%) and an Adjusted EBITA margin of 29.1% (2024: 29.9%), at the
higher end of our medium-term target range. Our medium-term target is for
high 20%'s Adjusted EBITA margins. The slight reduction in 2025 margin against
the prior year was the result of the revenue mix change due to the Seatronics
and J2 Subsea acquisitions. Adjusted EBITA increased 17% to £59.1m (2024:
£50.3m).
In determining Adjusted EBITDA and EBITA we remove any one-off income or
costs. Adjusting items in 2025 total £1.2m and relate to:
* £1.6m legal, professional and stock exchange costs relating to the move from
AIM to Main market
* £0.4m restructuring costs from simplifying the Group's legal structure,
predominantly the striking off of previously acquired entities from the Group
structure
* £0.6m one-off software development costs linked to ERP enhancement and
integration
* -£1.3m receipt of a previously provided debtor balance
Our operating profit of £51.6m compares to £42.8m in 2024. Net finance
costs increased to £10.3m from £6.7m in 2024 as a result of funding the
Seatronics and J2 Subsea acquisitions through our revolving credit facility
(RCF) in late 2024. Profit before tax of £41.2m compares to £36.1m in
2024, an increase of 14.3%.
The tax charge of £9.0m represents an effective rate of 21.9% (2024: 20.2%).
As a result of the above and our strong financial performance over the year,
we have seen a continued compounding of our earnings per share as follows:
· Statutory diluted EPS: 39.6p (2024: 35.4p), up 11.9%
· Adjusted basic EPS: 49.4p (2024: 45.0p), up 9.8%
We have delivered a CAGR of 37% in Adjusted EPS since 2022.
Cash Flow and Balance Sheet
Cash inflow from operations was £73.2m (2024: £46.5m).
Capital expenditure increased to £37.2m (2024: £29.4m) as we continued to
increase the breadth and depth of our industry-leading fleet to support our
customers globally. As our equipment fleet is not held for resale, capex is
classified as investing activity.
Our right of use assets increased due to a combination of our new mechanical
solutions facility in Houston, our expanded facility in Norway and extensions
to existing leasehold units globally. During the year we released three of
the facilities held by Seatronics and J2 Subsea. We now operate from fifteen
locations globally across the UK, Norway, USA, Canada, UAE and Singapore.
Our working capital at year end was 16.4% of revenues, slightly above our
year-end target of 15%. During 2025 we invested in inventory to support the
growth of the manipulator repair and cable moulding services acquired through
the Seatronics and J2 Subsea acquisitions.
Acquisition spend of £1.8m, including £1.7m offset against trade receivables
from the seller, related to final payments on the ACE Winches, Seatronics and
J2 Subsea acquisitions with no further acquisition related payments due. Due
to the strong cash generation in the year, we reduced our net debt to £108.9m
(2024: £128.4m) and leverage of 1.3x (2024 proforma: 1.6x) further
strengthening our balance sheet.
Capital Allocation
We remain firmly committed to delivering strong returns on capital. Our
decision‑making is underpinned by strict financial discipline, whether we
are investing in technology and people to support organic growth, assessing
acquisition opportunities or considering returns to our shareholders via
dividends or share buybacks.
With a positive market outlook over the medium-term we see merit in continued
organic investment as well as pursuing an acquisition strategy through which
we can achieve significant synergies and growth through our network.
The Board recognises the importance of dividends and share buybacks, both as a
way to deliver returns to shareholders and as a mechanism for maintaining
capital discipline. The Board has recommended a full and final dividend of 1.3
pence per share for the year ended 31 December 2025, an increase of 8%. The
dividend is payable on 28 May 2026 to shareholders on the register as of 1 May
2026, with an ex‑dividend date of 30 April 2026. As in prior years, the
Board does not intend to pay interim dividends.
Presentational changes to the income statement
The presentation of expenses in the income statement has changed from the
prior year to enhance the readers' understanding of the operations and
performance of the Group. Providing more relevant information on the face of
the income statement will allow the user to better analyse cost movements
year-on-year and the key drivers that affect the Group's profit or loss each
year. There is no change in the comparative amount for revenue or operating
profit as disclosed in the 2024 annual report and financial statements.
Reconciliation of adjusted and reported IFRS results
The Group uses several alternative performance measures (APMs) that, in
management's view, provide useful insight into the business and assist readers
of the Annual Report in understanding underlying performance. These measures
are not defined under IFRS and may therefore not be directly comparable with
similarly titled measures used by other companies. They are not intended to
replace or be considered superior to IFRS measures, but they are important
metrics used internally to assess performance. Users should note that the
exclusion of one‑off items may result in underlying measures being
materially higher or lower than statutory results.
In determining Adjusted EBITDA, Adjusted EBITA, Adjusted Profit Before Tax and
Adjusted Profit After Tax (used in the calculation of Adjusted EPS), the Group
adjusts for items considered to be one‑off in nature. In 2025, these
predominantly related to the move from AIM to the Main Market, one‑off
integration and restructuring costs associated with the winding up or
liquidation of non‑trading entities within the Group, and the receipt of a
significant debtor balance fully provided for in prior years. These actions
did not involve the restructuring of any trading operations; where entities
had previously traded, their activities and associated costs had already been
transferred to other Group companies.
In addition, amortisation of intangible assets is adjusted for in certain
APMs, reflecting the fact that analysts and investors often treat this item
differently in their assessments. Adjusting for amortisation therefore
supports consistency of analysis. Definitions of the Group's APMs are provided
in the definitions section of the Annual Report, with reconciliations to the
nearest GAAP measures included in the Appendix to the financial statements.
Table A - Results reconciliation / Adjusted figures
Results reconciliation Adjusted Amortisation FX AIM to Main costs Restructuring costs Software costs Receipt of previously impaired debtor Reported
£'000
Revenue 203,195 - - - - - - 203,195
Operating expenses (152,048) - 407 1,554 364 552 (1,258) (153,667)
Other operating income 2,027 - - - - - - 2,027
Operating profit 53,174 - 407 1,554 364 552 (1,258) 51,555
Depreciation 23,292 - - - - - - 23,292
Amortisation 5,959 - - - - - - 5,959
EBITDA 82,425 - 407 1,554 364 552 (1,258) 80,806
Depreciation (23,292) - - - - - - (23,292)
EBITA 59,133 - 407 1,554 364 552 (1,258) 57,514
Amortisation - 5,959 - - - - - (5,959)
Finance cost (net) (10,322) - - - - - - (10,322)
Profit before tax 48,811 5,959 407 1,554 364 552 (1,258) 41,233
Tax (9,034) - - - (91) (138) 214 (9,019)
Profit after tax 39,777 5,959 407 1,554 273 414 (1,044) 32,214
Ingrid Stewart
Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2025
Notes 2025 2024
£000 £000
Revenue 4 203,195 168,044
External costs directly relating to revenue 5 (52,063) (38,624)
Staff costs 6 (54,143) (48,427)
Other operating costs 5 (20,937) (16,379)
Depreciation 5 (23,292) (19,125)
Amortisation of intangible assets 5 (5,959) (3,841)
Reversal of impairment loss/(impairment loss) on trade receivables 5 2,727 (927)
Other operating income 5 2,027 2,072
Operating profit 5 51,555 42,793
Finance income 7 164 193
Finance costs 7 (10,486) (6,923)
Profit before taxation 41,233 36,063
Taxation charge 8 (9,019) (7,285)
Profit for the financial year 32,214 28,778
Profit attributable to:
Equity shareholders of the Company 32,214 28,778
Earnings per share
Basic 9 40.0 35.9
Diluted 9 39.6 35.4
The below financial measures are Alternative Performance Measures used by
management and are not an IFRS disclosure:
Adjusted EBITDA Appendix 82,425 69,451
Adjusted EBITA Appendix 59,133 50,326
Adjusted Profit Before Tax Appendix 48,811 43,596
Adjusted Profit After Tax Appendix 39,777 36,109
All results derive from continuing operations.
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
2025 2024
£000 £000
Profit for the year 32,214 28,778
Other comprehensive (loss)/income:
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations (2,407) 375
Other comprehensive (loss)/income for the year, net of tax (2,407) 375
Total comprehensive income 29,807 29,153
Total comprehensive income attributable to:
Equity shareholders of the Company 29,807 29,153
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED BALANCE SHEET
At 31 December 2025
Notes 2025 2024
£000 £000
Non-current assets
Property, plant and equipment 11 100,371 87,325
Goodwill 12 111,657 112,183
Intangible assets 12 28,995 34,954
Right-of-use assets 20 4,118 2,627
Deferred tax asset 8 116 272
245,257 237,361
Current assets
Inventories 13 11,583 7,766
Trade and other receivables 14 50,768 52,975
Income tax recoverable 8 1,592 2,333
Cash and cash equivalents 15 14,073 12,168
78,016 75,242
Assets classified as held for sale 16 - 1,000
Total assets 323,273 313,603
Current liabilities
Trade and other payables 17 29,083 33,680
Income tax payable 8 3,906 1,273
Loans and borrowings 18 - 9
Lease liabilities 20 1,717 1,129
34,706 36,091
Non-current liabilities
Loans and borrowings 18 118,467 137,669
Lease liabilities 20 2,798 1,716
Deferred tax liability 8 9,778 10,356
Provisions for liabilities 21 436 443
131,479 150,184
Total liabilities 166,185 186,275
Equity
Share capital 24 4,031 4,016
Share premium 24 14,115 14,115
Merger reserve 24 9,435 9,435
Foreign currency translation reserve 24 (2,697) (290)
Retained earnings 24 132,204 100,052
Total equity 157,088 127,328
Total equity and liabilities 323,273 313,603
The accompanying notes are an integral part of these consolidated financial
statements.
The financial statements of Ashtead Technology Holdings plc (registered number
13424040) for the year ended 31 December 2025 approved and authorised for
issue by the Board of Directors on 16 March 2026 and signed on its behalf by:
Allan Pirie
Ingrid Stewart
Chief Executive Officer
Chief Financial Officer
16 March 2026
16 March 2026
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share Share premium Merger Foreign currency translation reserve Retained earnings* Total
capital £000 reserve £000 £000 £000
£000 £000
At 1 January 2024 3,997 14,115 9,435 (665) 70,704 97,586
Profit for the year - - - - 28,778 28,778
Other comprehensive income - - - 375 - 375
Total comprehensive income - - - 375 28,778 29,153
Share based payment charge - - - - 1,074 1,074
Deferred tax on share based payment charge - - - - 398 398
Issue of shares 19 - - - (19) -
Dividends paid - - - - (883) (883)
At 31 December 2024 4,016 14,115 9,435 (290) 100,052 127,328
Profit for the year - - - - 32,214 32,214
Other comprehensive loss - - - (2,407) - (2,407)
Total comprehensive income - - - (2,407) 32,214 29,807
Share based payment charge - - - - 1,146 1,146
Deferred tax on share based payment charge - - - - (282) (282)
Current tax on share based payment charge - - - - 54 54
Issue of shares 15 - - - (15) -
Dividends paid - - - - (965) (965)
At 31 December 2025 4,031 14,115 9,435 (2,697) 132,204 157,088
* Management decided to transfer the share based payment reserve into retained
earnings, which has been applied retrospectively, and the comparative period
consolidated balance sheet and consolidated statement of changes in equity
have been restated. There is no change in the comparative amount for total
equity as disclosed in the 2024 annual report and consolidated financial
statements due to the change in presentation.
The accompanying notes are an integral part of these consolidated financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
For the year ended 31 December 2025
Notes 2025 2024
£000 £000
Cash generated from operating activities
Profit before taxation 41,233 36,063
Adjustments to reconcile profit before taxation to net cash from operating
activities
Finance income 7 (164) (193)
Finance costs 7 10,486 6,923
Depreciation 11, 20 23,292 19,125
Amortisation 12 5,959 3,841
Gain on sale of property, plant and equipment 5 (2,027) (2,072)
Share based payment charges (including employers national insurance) 23 1,099 1,326
Provision for bad debts movement (1,469) 779
Provision for liabilities movement 21 25 86
Cash generated before movement in working capital 78,434 65,878
Increase in inventories (4,057) (1,167)
Decrease/(increase) in trade and other receivables 190 (14,247)
Decrease in trade and other payables (1,350) (3,947)
Cash inflow from operations 73,217 46,517
Interest paid (9,410) (6,380)
Tax paid (6,186) (10,020)
Net cash generated from operating activities 57,621 30,117
Cash flow used in investing activities
Purchase of property, plant and equipment 11 (37,198) (29,388)
Proceeds from customer loss/damage of assets held for rental 4,369 2,955
Acquisition of subsidiary undertakings net of cash acquired 28 (112) (67,056)
Proceeds on disposal of assets held for sale 1,000 -
Interest received 164 193
Net cash used in investing activities (31,777) (93,296)
Cash flow (used in)/generated from financing activities
Loans received 18/19 13,424 84,300
Transaction fees on loans received - (1,158)
Repayment of bank loans 18/19 (33,344) (15,493)
Payment of lease liability 19/20 (2,161) (1,428)
Payment of finance lease liability 19 (9) (22)
Dividends paid 10 (965) (883)
Net cash (used in)/generated from financing activities (23,055) 65,316
Net increase in cash and cash equivalents 2,789 2,137
Cash and cash equivalents at beginning of year 12,168 10,824
Net foreign exchange difference (884) (793)
Cash and cash equivalents at end of year 14,073 12,168
Non-cash transaction from investing activities:
Settlement of remaining acquisition consideration through offset against trade
receivables
28 (1,681)
-
The accompanying notes are an integral part of these consolidated financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. General information
1.1 Background
Ashtead Technology Holdings plc (the "Company") is a public limited company
incorporated in the United Kingdom under the Companies Act 2006, whose shares
are traded on the London Stock Exchange. The consolidated financial statements
of the Company as at and for the year ended 31 December 2025 comprise the
Company and its interest in subsidiaries (together referred to as the
"Group"). The Company is domiciled in the United Kingdom and its registered
address is c/o AMBA Company Secretarial Services Limited, 4(th) Floor, One
Kingdom Street, Paddington Central, London, W2 6BD, United Kingdom.
1.2 Basis of preparation
These consolidated financial statements are for the year ended 31 December
2025 and have been prepared in accordance with UK-adopted International
Accounting Standards.
These consolidated financial statements have been prepared under the
historical cost convention.
The financial information does not constitute the Company's statutory accounts
for the years ended 31 December 2025 or 31 December 2024 but is derived from
those accounts. Statutory accounts for the year ended 31 December 2025 will be
delivered to the Registrar of Companies in due course. The Auditor has
reported on the 2025 accounts; his reports (i) were unqualified, (ii) did not
include a reference to any matters to which the Auditor drew attention by way
of emphasis without qualifying his report and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.
1.3 Presentational currency
The consolidated financial statements, unless otherwise stated, are presented
in sterling, to the nearest thousand.
1.4 Going concern
The consolidated financial statements of the Group are prepared on a going
concern basis. The Directors of the Group assert that the preparation of the
consolidated financial statements on a going concern basis is appropriate,
which is based upon a review of the future forecast performance of the Group
for a two-year period ending 31 December 2027.
During 2025 the Group has continued to generate positive cash flow from
operating activities with a cash and cash equivalents balance of £14,073,000
(2024: £12,168,000). The Group has access to a multi-currency RCF and
additional accordion facility, which have total commitments of £170,000,000
and £40,000,000 respectively, both of which expire in April 2028. The
accordion facility is subject to credit approval. As at 31 December 2025 the
RCF had an undrawn balance of £50,576,000 on the £170,000,000 facility
available at that time. Refer to Note 18 for details on the available
facilities.
The Facility Agreement is subject to a leverage covenant of 3.0x and an
interest cover covenant of 4:1, which are both to be tested on a quarterly
basis. The Group has complied with all covenants from entering the Facility
Agreement until the date of these financial statements.
The Group monitors its funding and liquidity position throughout the year to
ensure it has sufficient funds to meet its ongoing cash requirements. Cash
forecasts are produced based on a number of inputs such as estimated revenues,
margins, overheads, collection and payment terms, capex requirements and the
payment of interest and capital on its existing debt facilities. Consideration
is also given to the availability of bank facilities and events that have
occurred in the post balance sheet period. In preparing these forecasts, the
Directors have considered the principal risks and uncertainties to which the
business is exposed.
The Directors have performed sensitivity analysis on the going concern
assumption to determine whether plausible downside scenarios would have a
material impact. The plausible downside scenario applied is consistent with
that used in the Viability Statement on pages 46 to 47 of the Annual Report.
Cash flow forecasts were flexed to model a 5% and 10% reduction in revenue for
the years ending 31 December 2026 and 2027 respectively, together with a
modest reduction in costs. Under this scenario, the peak funding requirement
over the forecast period remains within existing facilities, leaving headroom
of £102,641,000 and no risk of covenant breach.
Taking account of reasonable changes in trading performance and bank
facilities available, the application of severe but plausible downside
scenarios to the forecasts, the cash forecasts prepared by management and
reviewed by the Directors indicate that the Group is cash generative and has
adequate financial resources to continue to trade for the foreseeable future
and meet its obligations as they fall due.
1.5 Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an
entity when it 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 and rights to variable returns of the
subsidiaries. The acquisition date is the date on which control is transferred
to the acquirer. The financial information of subsidiaries is included in the
consolidated financial statements from the date that control commences until
the date that control ceases. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of
control.
The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between Group companies are therefore eliminated in full.
1.6 Business combinations
All business combinations are accounted for by applying the acquisition method
as at the acquisition date, which is the date on which control is transferred
to the Group.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the
acquiree; plus
• the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable
assets acquired and liabilities assumed.
Costs related to the acquisition, other than those associated with the issue
of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the contingent
consideration are recognised in the income statement.
1.7 New and amended standards adopted by the Group
The following standards, amendments and interpretations became effective for
the financial year beginning on 1 January 2025, however, the Group did not
have to change its accounting policies or make retrospective adjustments as a
result of adopting these.
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange
rates: Lack of Exchangeability
Future standards, amendments and interpretations
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early. With the exception of
IFRS 18, these standards are not expected to have a material impact on the
entity in the current or future reporting periods and on foreseeable future
transactions. The impact of IFRS 18 on the Group is currently being assessed,
however there is no impact on presentation for the Group in the current year
given the effective date of adoption is for periods beginning on or after 1
January 2027.
• Amendments to IFRS 9 and IFRS 7: Classification and measurement of
financial instruments*
• Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature
Dependent Electricity*
• Annual improvements to IFRS: Volume 11*
• IFRS 18 Presentation and Disclosure in the Financial Statements**
• IFRS 19 Subsidiaries without Public Accountability: Disclosures**
• Amendments to IAS21: Translation to a hyperinflationary presentation
currency**
* Mandatory adoption date and effective date for the Group is 1 January
2026.
** Mandatory adoption date and effective date for the Group is 1 January
2027.
1.8 Statement of compliance
The preparation of financial statements in compliance with adopted IFRS
requires the use of certain critical accounting estimates. It also requires
Group management to exercise judgement in applying the Group's accounting
policies. The areas where significant judgements and estimates have been made
in preparing the financial statements and their effect are disclosed in Note
2.
2. Summary of material accounting policies
2.1 Configuration or customisation costs in a cloud computing arrangement
The Group has a number of contracts for Software as a Service ("SaaS") Cloud
Computing Arrangements. These contracts permit the Group to access
vendor-hosted software and platform services over the term of the arrangement.
The Group does not control the underlying assets in these arrangements and
costs are expensed as incurred.
The Group also incurs implementation costs in respect of these contracts.
Implementation costs are capitalised as intangible assets where costs meet the
definition and recognition criteria of an intangible asset under IAS 38. Such
costs typically relate to software coding which is capable of providing
benefit to the Group on a standalone basis. Other implementation costs
primarily relate to the configuration and customisation of the Cloud software
solution and are assessed to determine whether the implementation activity
relating to these costs is distinct from the Cloud Arrangement, in which case
costs are expensed as the activity occurs. If the configuration and
customisation costs relate to activity which is integral to the Cloud
Arrangement such that the activity is received over the term of the Cloud
Arrangement, costs are recognised as a prepayment and expensed over the term
of the Cloud Arrangement.
2.2 Foreign currencies
Transactions in foreign currencies are translated to the respective functional
currencies of Group entities at the foreign exchange rate ruling at the date
of the transaction. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are retranslated to the functional
currency at the foreign exchange rate ruling at that date. Foreign exchange
differences arising on translation are recognised in the income statement.
Non-monetary assets and liabilities that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate at the date
of the transaction.
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to the Group's
presentational currency, sterling, at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign operations are
translated at an average rate for each month where this rate approximates to
the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive income and accumulated in the
translation reserve, within equity. When a foreign operation is disposed of,
such that control, joint control or significant influence (as the case may be)
is lost, the entire accumulated amount in the foreign currency translation
reserve is recycled to the income statement as part of the gain or loss on
disposal.
2.3 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and impairment losses. Cost comprises the purchase price or construction cost,
which includes cost of materials, direct labour costs and other directly
attributable costs, and any costs directly attributable to making the asset
capable of operating as intended, in the intended location. The purchase price
or construction cost is the aggregate amount paid and the fair value of any
other consideration given to acquire the asset. Depreciation is charged to the
income statement on a straight-line basis over the estimated useful lives of
each part of an item of property, plant and equipment. The estimated useful
lives are as follows:
Leasehold improvements - remaining lease term
Freehold property - 25-50 years
Fixtures and fittings - 4-5 years
Motor vehicles - 4-5 years
Assets held for rental - 4-15 years
Assets under construction - not depreciated
Depreciation methods, useful lives and residual values are reviewed at each
balance sheet date.
Any gain or loss on disposal of an item of property, plant and equipment is
recognised in the income statement within other operating income.
Assets held for rental are held for rental until the end of their useful
economic lives and are subsequently scrapped for minimal or no value.
Disposals of assets held for rental primarily arise where customers lose or
damage equipment beyond repair and compensation is invoiced under the terms of
the rental contract. Assets held for rental are not subsequently held for sale
as described in paragraph 68A of IAS 16. Where assets held for rental are
derecognised, any gain or loss realised on disposal is not recognised as
revenue in accordance with IFRS 15. Rather, in accordance with paragraph 68 of
IAS 16, the profit realised is included within other operating income in the
income statement.
In accordance with the circumstances described above, the cash flows for the
purchase and disposal of assets held for rental are not considered to be in
scope of the requirements in paragraph 14 of IAS 7. Accordingly, these cash
flows are classified in investing activities in line with the normal
requirements in paragraph 16 of IAS 7.
The cost of assets under construction are capitalised as work progresses. Once
assets are complete and available for use they are transferred to the relevant
asset category and depreciated from that date.
Subsequent expenditure is capitalised only if it is probable that the future
economic benefits associated with the expenditure will flow to the Group.
An asset is classified as held for sale if its carrying amount will be
recovered principally through sale rather than through continuing use, which
is when the sale is highly probable, and it is available for immediate sale in
its present condition subject only to terms that are usual and customary for
sales of such assets. Assets classified as held for sale are measured at the
lower of the carrying amount upon classification and the fair value less costs
to sell. Assets classified as held for sale are presented separately from
other assets and liabilities in the Consolidated Balance Sheet. Once assets
are classified as held for sale, property, plant and equipment assets are no
longer subject to depreciation.
2.4 Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash-generating units and is not amortised but is tested annually
for impairment. Expenditure on internally generated goodwill is recognised
in the income statement as an expense as incurred.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less
accumulated amortisation and accumulated impairment losses. Expenditure on
internally generated brands is recognised in the income statement as an
expense as incurred.
Non-compete arrangements, customer relationships, trade names and documented
processes are intangible assets arising from business combinations. The fair
value of the non-compete arrangements at the acquisition date has been
determined using the 'with and without' method, an income approach which
considers the difference between discounted future cash flow models, with and
without the non-compete clause. The fair value of the customer relationships
at the acquisition date has been determined using the multi-period excess
earnings method. The fair value of trade names at the acquisition date has
been determined using the royalty relief methodology. The fair value of
documented processes has been identified and valued using a cost approach.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over
the estimated useful lives of intangible assets unless such lives are
indefinite. Intangible assets with an indefinite useful life and goodwill are
systematically tested for impairment at each balance sheet date. Other
intangible assets are amortised from the date they are available for use. The
estimated useful lives are as follows:
Non-compete arrangements - 3-5 years
Customer relationships - 3-9 years
Trade names - 2 years
Documented processes - 10 years
Computer software - 5 years
2.5 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is
calculated using the FIFO (first-in, first-out) method.
2.6 Impairment of non-financial assets excluding inventories, deferred tax
assets and contract assets
The carrying amounts of the Group's non-financial assets, other than
inventories and deferred tax assets, are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such
indication exists, then the asset's recoverable amount is estimated. For
goodwill, and intangible assets that have indefinite useful lives or that are
not yet available for use, the recoverable amount is estimated each year at
the reporting date.
The recoverable amount of an asset or cash-generating unit is its fair value
less costs of disposal. For the purpose of impairment testing, assets that
cannot be tested individually are grouped together into the smallest group of
assets that generates cash inflows from continuing use that are largely
independent of the cash inflows of other assets or groups of assets (the
"cash-generating unit"). The goodwill acquired in a business combination, for
the purpose of impairment testing, is allocated to groups of cash-generating
units ("CGUs") that are expected to benefit from the synergies of the
combination. For the purposes of goodwill impairment testing, CGUs to which
goodwill has been allocated are aggregated so that the level at which
impairment is tested reflects the lowest level at which goodwill is monitored
for internal reporting purposes. This is subject to an operating segment
ceiling test.
An impairment loss is recognised if the carrying amount of an asset or its CGU
exceeds its estimated recoverable amount. Impairment losses are recognised in
the income statement. Impairment losses recognised in respect of CGUs are
allocated first to reduce the carrying amount of any goodwill allocated to the
units, and then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other
assets, impairment losses recognised in prior periods are assessed at each
reporting date for any indications that the loss has decreased or no longer
exists. An impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment loss is
reversed only to the extent that the asset's carrying amount does not exceed
the carrying amount that would have been determined, net of depreciation or
amortisation, if no impairment loss had been recognised.
2.7 Employee benefits
Defined contribution plans
The Group pays contributions to selected employees' defined contribution
pension plans. The amounts charged to the income statement in respect of
pension costs are the contributions payable in the period. Differences between
contributions payable in the period and contributions actually paid are shown
as either accruals or prepayments on the balance sheet.
2.8 Revenue recognition
Revenue relates to the provision of services, rental of equipment and sale of
equipment. Revenues arising from the rental of equipment are recognised in
accordance with the requirements of IFRS 16: Leases. Revenues arising from all
other revenue streams are recognised in accordance with the requirements of
IFRS 15.
Revenue under IFRS 15
Revenue is recognised as performance obligations are satisfied when control of
promised goods or services is transferred to the customer and is measured at
the amount that reflects the consideration to which the Group expects to be
entitled in exchange for those goods or services.
For each performance obligation within a contract, the Group determines
whether it recognises revenue:
• Wholly at a single point in time when the Group has completed its
performance obligation; or
• Piecemeal over time during the period that control incrementally
transfers to the customer while the good is being manufactured or the service
is being performed.
The Group's activities that require revenue recognition at a point in time
comprise:
• The sale of goods that are not specifically designed for use by one
particular customer; and
• The manufacture of goods that are specifically designed for one
particular customer but for which the Group does not have an enforceable right
to payment for the work completed to date.
The events that trigger the recognition of revenue at a point in time are most
commonly: (i) delivery of the product in accordance with the contractual
terms; or (ii) when the product is made available to the customer for
collection; or (iii) when the customer notifies the Group that they have
accepted the product following a period of inspection. The Group utilises the
customer acceptance approach when the contract with the customer contains a
requirement for formal acceptance to be provided, that typically is required
to be received before the customer is obliged to pay for the products.
In respect of revenue from the provision of manufactured equipment or project
management services that is recognised over time, the Group uses an input
method for measuring the progress towards completion of its performance
obligations and consequently for measuring the amount of revenue that is
recognised. Specifically, revenue is recognised in proportion to the total
expected consideration that mirrors the costs incurred to date relative to the
total expected costs to complete the performance obligation. This method is
considered to be the most appropriate as the inclusion of all costs, being
materials, labour and direct overheads, best reflects the activities required
in performing the promise to the customer.
In respect of revenue from transportation services this is recognised over
time as the customer is deemed to receive and consume the benefit as the
services are rendered. The Group uses an output method for recognising
revenue, based on the direct measurement of value delivered to the customer,
such as performance to date and assessment of outcomes achieved. This method
is considered to be the most appropriate as the progress of delivery best
reflects measurement against the identified performance obligation. Where
delivery lead times are short, revenue is recognised at the point of delivery.
The Group considers this to produce an outcome that is materially consistent
with recognising revenue over time, and that no significant distortion arises
from this approach.
Revenue under IFRS 16
All contracts for leases of equipment entered into by the Group are classified
as operating leases. The contracts for equipment rentals do not transfer
substantially all of the risks and rewards incidental to ownership of the
underlying asset to the customer.
The Group recognises lease payments received under operating leases as revenue
on a straight-line basis over the lease term.
Where customers are billed in advance, deferred rental income is recognised,
which represents the portion of billed revenue to be deferred to future
periods. Where customers are billed in arrears for equipment rentals, accrued
rental income is recognised, which represents unbilled revenues recognised in
the period.
Performance obligations and timing of revenue recognition
Revenue derived from selling goods is recognised at a point in time when
control of the goods has transferred to the customer. This is generally when
the goods are delivered to the customer. However, for export sales, control
might also be transferred when delivered either to the port of departure or
port of arrival, depending on the specific terms of the contract with a
customer. There is limited judgement needed in identifying the point control
passes: once physical delivery of the products to the agreed location has
occurred, the Group no longer has physical possession, usually will have a
present right to payment and the customer obtains control of the goods being
transferred.
2.9 Operating segments
The Group operates in the following four geographic regions, which have been
determined as the Group's reportable segments. The operations of each
geographic region are similar.
• Europe
• Americas
• Asia Pacific
• Middle East
The Chief Operating Decision Maker (CODM) is determined as the Group's Board
of Directors. The Group's Board of Directors reviews the internal management
reports of each geographic region monthly as part of the monthly management
reporting. The operations within each of the above regional segments display
similar economic characteristics. There are no reportable segments which have
been aggregated for the purpose of the disclosure of segment information.
2.10 Taxation
A deferred tax asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the temporary
difference can be utilised. Deferred tax assets are reviewed at each reporting
date and are reduced to the extent that it is no longer probable that the
related tax benefit will be realised; such reductions are reversed when the
probability of future taxable profits improves. Unrecognised deferred tax
assets are reassessed at each reporting date and recognised to the extent that
it has become probable that future taxable profits will be available against
which they can be used.
Current tax assets and current tax liabilities are offset only when:
• the Group has a legally enforceable right to set off current tax
assets against current tax liabilities; and
• the Group intends either to settle on a net basis or to realise the
asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if:
• the Group has a legally enforceable right to set off deferred tax
liabilities and assets; and
• the deferred tax liabilities and assets relate to income taxes levied
by the same tax authority.
2.11 Leases
At the inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a period of time in
exchange for consideration.
As a lessee
At commencement or on modification of a contract that contains a lease
component, along with one or more other lease or non-lease components, the
Group accounts for each lease component separately from the non-lease
components. The Group allocates the consideration in the contract to each
lease component on the basis of its relative stand-alone price and the
aggregate stand-alone price of the non-lease components.
The Group recognises a right-of-use asset and a lease liability at the lease
commencement date. The right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct
costs incurred and an estimate of costs to dismantle and remove the underlying
asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line
method from the commencement date to the end of the lease term, unless the
lease transfers ownership of the underlying asset to the Group by the end of
the lease term or the cost of the right-of-use asset reflects that the Group
will exercise a purchase option. In that case the right-of-use asset will be
depreciated over the useful life of the underlying asset, which is determined
on the same basis as those of property, plant and equipment. In addition, the
right-of-use asset is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease
payments that are not paid at the commencement date, discounted using the
interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group's incremental borrowing rate.
The lease liability is measured at amortised cost using the effective interest
method. It is remeasured when there is a change in future lease payments
arising from a change in an index or rate, there is a change in the Group's
estimate of the amount expected to be payable under a residual value
guarantee, if the Group changes its assessment of whether it will exercise a
purchase, extension or termination option or if there is a revised
in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment
is made to the carrying amount of the right-of-use asset, to the extent that
the right-of-use asset is reduced to nil, with any further adjustment required
from the remeasurement being recorded in the income statement.
The Group presents right-of-use assets and lease liabilities as separate line
items on the balance sheet.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease
liabilities for lease of low-value assets and short-term leases. The Group
recognises the lease payments associated with these leases as an expense on a
straight-line basis over the lease term.
As a lessor
Refer to the revenue accounting policy note for the Group's accounting policy
under IFRS 16, as a lessor.
2.12 Financial instruments
Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the Group
after deducting all of its liabilities.
Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction
price (including transaction costs), except for those financial assets
classified as at fair value through profit or loss, which are initially
measured at fair value (which is normally the transaction price excluding
transaction costs).
Financial assets and liabilities are only offset in the balance sheet when,
and only when, there exists a legally enforceable right to set off the
recognised amounts and the Group intends either to settle on a net basis, or
to realise the asset and settle the liability simultaneously.
Commitments to make and receive loans which meet the conditions mentioned
above are measured at cost (which may be nil) less impairment.
The Group's business model for managing financial assets refers to how it
manages its financial assets in order to generate cash flows. The business
model determines whether cash flows will result from collecting contractual
cash flows, selling the financial assets, or both. Financial assets classified
and measured at amortised cost are held within a business model with the
objective to hold financial assets in order to collect contractual cash flows.
All financial liabilities are recognised initially at fair value and, in the
case of loans and borrowings and payables, net of directly attributable
transaction costs.
Non-derivative financial liabilities, including loans and borrowings, and
trade and other payables, are stated at amortised cost using the effective
interest method.
For purposes of subsequent measurement, financial liabilities are classified
in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost
Financial liabilities designated upon initial recognition at fair value
through profit or loss are designated at the initial date of recognition, and
only if the criteria in IFRS 9 are satisfied. The Group has not designated any
financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings, trade payables,
other payables, accruals and lease liabilities) is the category most relevant
to the Group. After initial recognition, interest-bearing loans and borrowings
are subsequently measured at amortised cost using the Effective Interest Rate
("EIR") method. Gains and losses are recognised in profit or loss when the
liabilities are derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of the EIR. The EIR
amortisation is included as finance costs in the statement of profit or loss.
This category generally applies to interest-bearing loans and borrowings.
Financial assets are derecognised when and only when (a) the contractual
rights to the cash flows from the financial asset expire or are settled, (b)
the Group transfers to another party substantially all of the risks and
rewards of ownership of the financial asset, or (c) the Group, despite having
retained some, but not all, significant risks and rewards of ownership, has
transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in
the contract is discharged, cancelled or expires.
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an
active market. When quoted prices are unavailable, the price of a recent
transaction for an identical asset provides evidence of fair value as long as
there has not been a significant change in economic circumstances or a
significant lapse of time since the transaction took place. If the market is
not active and recent transactions of an identical asset on their own are not
a good estimate of fair value, the fair value is estimated by using a
valuation technique.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (ECLs) on
financial assets measured at amortised cost.
Loss allowances for trade receivables, accrued income and contract assets are
measured at an amount equal to the lifetime ECL. Trade receivables do not
contain a significant financing component and typically have a short duration
of less than 12 months. The Group prepares a provision matrix when measuring
its ECLs. Trade receivables, accrued income and contract assets are segmented
on the basis of historic credit loss experience, based on geographic region.
Historical loss experience is applied to trade receivables and accrued income,
after being adjusted for:
• information about current economic conditions; and
• reasonable and supportable forecasts of future economic conditions.
Write-offs
The gross carrying amount of a financial asset is written-off (either
partially or in full) to the extent that there is no realistic prospect of
recovery.
2.13 Borrowing costs
Borrowing costs are capitalised and amortised over the term of the related
debt. The amortisation of borrowing costs is recognised as finance costs in
the consolidated income statement.
2.14 Share based payments
The Group has equity settled compensation plans. Equity settled share based
payments are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity settled share based payments is
expensed over the vesting period, based on the Group's estimate of awards that
will eventually vest. Fair value is measured by the use of the Black-Scholes
and Monte Carlo option pricing models.
The cost is recognised in staff costs (Note 6), together with a corresponding
increase in equity (retained earnings), over the period in which the service
and the performance conditions are fulfilled (the vesting period). The
cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting
period has expired and the Group's best estimate of the number of equity
instruments that will ultimately vest. The expense or credit in the statement
of profit or loss for a period represents the movement in cumulative expense
recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Group's best estimate of the
number of equity instruments that will ultimately vest. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing
of an award unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is expensed immediately
through profit or loss.
Employer's National Insurance contributions are treated as cash settled and
included in accruals.
The dilutive effect of outstanding options is reflected as additional share
dilution in the computation of diluted earnings per share.
2.15 Critical estimates and judgements
In the application of the Group's accounting policies the Directors are
required to make judgements that have a significant impact on the amounts
recognised and to make estimates and assumptions about the carrying amounts 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.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
The Directors have not identified any critical judgements that have a
significant effect on the amounts recognised in the consolidated financial
statements, apart from those involving estimations (which are explained
separately below).
2.16 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation
uncertainty at the balance sheet date, that have a significant risk of causing
a material adjustment to the carrying amounts of assets and liabilities within
the next financial year, are discussed below.
Provision for bad debts
The Group applies IFRS 9 to measure the lifetime expected credit loss of trade
receivables. The lifetime expected credit loss is based upon historic loss
experience, which is then adjusted for information about current economic
conditions and reasonable and supportable forecasts of future economic
conditions. The Group applies judgement to the adjustments to the expected
credit loss for information about current economic conditions and reasonable
and supportable forecasts of future economic conditions, and it considers all
relevant factors that impact future payment by customers. The expected credit
loss on trade receivables at the reporting date is estimated on the basis of
these underlying assumptions. The key assumption is the expected credit loss
rate and if this was increased/decreased by 1% across all ageing categories,
the provision for bad debts would increase/decrease by £434,000. Refer to
Note 25(a) for the carrying value of trade receivables to which the expected
credit loss model is applied.
Inventory provision
The Group provides against the carrying value of inventories where it is
anticipated that net realisable value ('NRV') will be below costs. The
inventory provision is calculated based on the age of the inventory and the
obsolescence of the inventory. The key estimate within the inventory provision
relates to the percentage applied to the ageing categories of stock lines,
which is derived from historic experience. The gross carrying value of
inventory categorised as aged is £14,269,000, against which a provision of
£2,686,000 has been recognised. A 10% increase/decrease of the provision
percentage applied to all ageing categories would change the provision by
£1,427,000. Inventory, including the value of the provision, has been
detailed in Note 13.
2.17 Adjusting items
Adjusting items are significant items of income or expense included in
revenue, profit from operations, net finance costs and/or taxation which
individually or, if of a similar type, in aggregate, are considered either
non-trading or one-off in nature and which, by treating as an adjusting item,
are relevant to an understanding of the Group's underlying financial
performance because of their size, nature or incidence. In identifying and
quantifying adjusting items, the Group consistently applies a policy that
defines criteria that are required to be met for an item to be classified as
an adjusting item. These items are separately disclosed in the segmental
analysis or in the notes to the accounts as appropriate.
The Group believes that these items are useful to users of the consolidated
financial statements in helping to understand the underlying business
performance and are used to derive the Group's principal Alternative
Performance Measure of Adjusted EBITDA, Adjusted EBITA, Adjusted profit before
tax, Adjusted profit after tax, Adjusted basic earnings per share and Adjusted
diluted earnings per share which are stated before the impact of adjusting
items and which are reconciled to statutory measures in the Appendix to the
annual report.
2.18 Change of accounting policy
Management decided to change the presentation of expenses in the consolidated
income statement from by function to by nature. This change has been applied
retrospectively, and the comparative period consolidated income statements has
been restated. This change in presentation has been made to enhance the
reader's understanding of the operations and performance of the Group through
providing more relevant information on the face of the consolidated income
statement that will allow the user to analyse cost movements year on year and
the key drivers that affect the Group's profit or loss each year. There is
no change in the comparative amount for revenue or operating profit as
disclosed in the 2024 annual report and consolidated financial statements due
to the change in accounting policy.
3. Segmental analysis
The CODM reviews revenue, gross profit and operating profit to evaluate
segment performance and allocate resources to the overall business. The Group
is organised and managed based on its segments, namely Europe, Americas, Asia
Pacific and Middle East. These regions are the reportable and operating
segments for the Group as they form the focus of the Group's internal
reporting systems and are the basis used by the CODM for assessing performance
and allocating resources.
For the year ended 31 December 2025
Europe Americas Asia Pacific Middle East Central Total
£000 £000 £000 £000 £000 £000
Total revenue 135,927 29,258 20,240 17,770 - 203,195
External costs directly relating to revenue (31,892) (10,520) (5,966) (3,685) - (52,063)
Staff costs (33,029) (7,349) (3,547) (2,571) (7,647) (54,143)
Other operating costs* (9,057) (2,917) 197 (1,072) (4,954) (17,803)
Other operating income 1,505 75 269 178 - 2,027
Operating profit before depreciation, amortisation and foreign exchange 63,454 8,547 11,193 10,620 (12,601) 81,213
gain/(loss)
Foreign exchange gain/(loss) 1,533 (657) (500) (827) 44 (407)
Depreciation (16,801) (2,890) (2,269) (1,186) (146) (23,292)
Amortisation (5,527) (219) (147) (66) - (5,959)
Operating profit 42,659 4,781 8,277 8,541 (12,703) 51,555
Finance income 164
Finance costs (10,486)
Profit before taxation 41,233
Taxation charge (9,019)
Profit for the financial year 32,214
Total assets 243,400 31,134 17,763 15,918 15,058 323,273
Total liabilities 29,272 6,224 2,560 2,422 125,707 166,185
For the year ended 31 December 2024
Europe Americas Asia Pacific Middle East Central Total
£000 £000 £000 £000 £000 £000
Total revenue 114,295 25,765 15,628 12,356 - 168,044
External costs directly relating to revenue (22,775) (8,662) (3,773) (3,414) - (38,624)
Staff costs (30,454) (5,990) (2,473) (2,040) (7,470) (48,427)
Other operating costs* (8,610) (2,658) (1,401) (792) (3,574) (17,035)
Other operating income 1,089 403 324 256 - 2,072
Operating profit before depreciation, amortisation and foreign exchange 53,545 8,858 8,305 6,366 (11,044) 66,030
gain/(loss)
Foreign exchange gain/(loss) (432) 45 38 66 12 (271)
Depreciation (14,108) (2,384) (1,419) (1,074) (140) (19,125)
Amortisation (3,805) (18) (12) (6) - (3,841)
Operating profit 35,200 6,501 6,912 5,352 (11,172) 42,793
Finance income 193
Finance costs (6,923)
Profit before taxation 36,063
Taxation charge (7,285)
Profit for the financial year 28,778
Total assets 245,525 24,799 16,452 13,154 13,673 313,603
Total liabilities 28,673 5,143 3,942 1,919 146,598 186,275
* Excluding foreign exchange gain/(loss) and including
(impairment loss)/reversal of impairment loss on trade receivables.
Central costs represent expenses which are not directly attributable to any
single operating segment. The costs have not been allocated to individual
operating segments, as this activity is managed centrally.
Revenues for each geographic segment are determined based on the facility from
which the equipment and services are provided.
No single customer or group of customers under common control account for 10%
or more of Group revenue.
The carrying value of non-current assets, other than deferred tax assets,
split by the geographic segment in which the assets are held is as follows:
As at As at
31 December 2025 31 December 2024
£000 £000
Europe 201,440 204,805
Americas 20,861 14,709
Asia Pacific 13,953 10,589
Middle East 8,887 6,986
4. Revenue
(a) Revenue streams
The Group generates revenue from the provision of equipment, sale of equipment
and provision of related services. The revenue is attributable to the
continuing activities of the provision of equipment, selling equipment or
providing a service. All revenue from the provision of equipment is expected
to be settled within 12 months.
2025 2024
£000 £000
Provision of equipment(Note 20) 152,170 131,169
Equipment sales and other services 51,025 36,875
Total revenue 203,195 168,044
(b) Disaggregation of revenue from contracts with customers
Revenue from contracts with customers from sale of equipment and provision of
related services is disaggregated by primary geographical market, major
products and services and timing of revenue recognition.
Primary geographical markets 2025 2024
£000 £000
Europe 37,085 27,696
Americas 7,417 5,335
Asia Pacific 3,695 1,627
Middle East 2,828 2,217
Equipment sales and other services 51,025 36,875
Major products and services and timing of revenue recognition of non-rental
revenue:
2025 2024
£000 £000
Sale of equipment, transferred at a point in time 23,166 17,114
Provision of related services, transferred over time 27,859 19,761
Equipment sales and other services 51,025 36,875
5. Operating profit
This is stated after charging/(crediting):
2025 2024
£000 £000
External costs directly relating to revenue
Rental support costs 24,910 18,635
Cost of sale from selling of new equipment 16,303 11,011
Freight and mobilisation costs 9,070 8,131
Other external costs* 1,780 847
52,063 38,624
Cost of inventories recognised in cost of sales 10,311 8,512
Facilities costs 1,429 798
Depreciation on property, plant and equipment (Note 11) 21,252 17,850
Depreciation on right-of-use assets (Note 20) 2,040 1,275
Amortisation of intangible assets (Note 12) 5,959 3,841
Staff costs including share based payments (Note 6) 50,861 44,326
Transaction costs 1,554 2,610
Foreign exchange losses 407 271
Lease rentals 714 475
(Reversal of impairment loss)/impairment loss on trade receivables (2,727) 927
(Reversal of impairment loss)/impairment loss on inventories (281) 542
Other operating income
Gain on sale of property, plant and equipment** 2,027 2,072
Fees payable to the auditor for the audit of the financial statements:
Total audit fees 370 496
Fees payable to the auditor and its associates for other services to the Group
Review of interim financial statements 5 5
Reporting accountant on move from AIM to main London Stock Exchange 245 -
Total non-audit fees 250 5
* Other external costs include costs associated with managing customer
owned assets and sales commission paid to independent agents.
** The gain on sale of property, plant and equipment arises from
compensation from third parties for items of property, plant and equipment
that were lost, given up or damaged beyond repair by customers in both 2025
and 2024. The gross compensation proceeds are disclosed in the consolidated
cash flow statement.
6. Staff costs
2025 2024
£000 £000
Wages and salaries 42,860 37,794
Social security costs 4,636 4,118
Other pension costs (Note 23) 2,219 1,340
Share based payment expense 1,146 1,074
50,861 44,326
The table above excludes £3,282,000 (2024: £4,101,000) of other staff costs
during the period. Other staff costs include contractor costs and medical
insurance costs.
The average number of employees during the year was as follows:
No. No.
Operations 413 355
Sales and administrative 236 205
649 560
Directors' remuneration:
2025 2024
£000 £000
Compensation to key management personnel
Short-term employee benefits 1,332 1,574
Social security costs 215 667
Contributions of money purchase pension schemes 65 62
Share based payment expense 715 820
2,327 3,123
The total value of assets received under LTIP during 2025 was £687,000 (2024:
£1,236,000).
2025 2024
Number Number
Number of directors who:
Are members of a money purchase pension scheme 2 2
Full details of the Directors' remuneration and interests are set out in the
Directors' Remuneration Report on pages 65 to 79 of the Annual Report.
Highest paid director:
2025 2024
£000 £000
Compensation to key management personnel
Short-term employee benefits 556 772
Social security costs 111 402
Contributions of money purchase pension schemes 38 37
Share based payment expense 456 523
1,1611,143 1,734
The value of assets received under LTIP during 2025 was £449,000 (2024:
£769,000).
7. Finance income and costs
Finance income 2025 2024
£000 £000
Bank interest receivable 164 193
Finance costs 2025 2024
£000 £000
Interest on bank loans (held at amortised cost) 9,411 6,275
Amortisation of deferred finance costs 765 445
Interest expense on lease liability (Note 20) 309 131
Other interest and charges 1 72
10,486 6,923
8. Tax
(a) Tax on profit on ordinary activities
The tax charge is made up as follows:
2025 2024
£000 £000
Current tax:
Current tax on profit for the year 9,483 8,399
Adjustment in respect of previous periods (36) (903)
Foreign withholding tax suffered 282 371
Exchange rate differences (7) (12)
Total current income tax 9,722 7,855
Deferred tax:
Origination and reversal of temporary differences (276) (831)
Origination and reversal of temporary differences - prior periods (398) 244
Effect of changes in tax rates 9 7
Exchange rate differences (38) 10
Total deferred tax (703) (570)
Tax charge in the profit and loss account (Note 8(b)) 9,019 7,285
(b) Factors affecting the current tax charge for the year
The tax assessed for the year differs from the standard rate of corporation
tax in the UK of 25% (2024: 25%). The differences are explained below:
2025 2024
£000 £000
Profit on ordinary activities before taxation 41,233 36,063
Profit on ordinary activities multiplied by standard rate of corporation tax 10,308 9,016
in the UK of 25% (2024: 25%)
Effects of:
Expenses not deductible for tax purposes 472 586
Income not taxable - (29)
Chargeable gains 72 44
Effects of overseas tax rates and exchange rate differences (1,818) (1,540)
Adjustments in respect of previous periods (409) (659)
Tax rate changes - 7
Share options 117 49
Movement in deferred tax not recognised (69) (657)
Withholding taxes/State taxes 426 468
Other (80) -
Tax charge 9,019 7,285
(c) Income tax recoverable/(payable)
2025 2024
£000 £000
Income tax recoverable 1,592 2,333
Income tax payable (3,906) (1,273)
(d) Unrecognised tax losses
The Group has tax losses which arose in the US of £1,959,000 that are
available indefinitely for offset against future taxable profits of the Group
companies in which the losses arose. In 2024 the Group had tax losses which
arose in the UK of £2,696,000 that were available indefinitely for offset
against future taxable profits of the Group companies in which the losses
arose.
Deferred tax assets have not been recognised in respect of these losses as
they may not be used to offset taxable profits elsewhere in the Group and they
have arisen in subsidiaries that are loss making.
(e) Deferred tax
Deferred tax included in the Group balance sheet is as follows:
2025 2024
£000 £000
Fixed asset timing differences (4,439) (4,431)
Short-term timing differences 1,282 2,061
Tax losses 610 780
Intangible asset timing differences (7,115) (8,494)
Deferred tax liability (9,662) (10,084)
The recoverability of the deferred tax asset is as follows:
Current - -
Non-current 116 272
116 272
The recoverability of the deferred tax liability is as follows:
Current - -
Non-current (9,778) (10,356)
(9,778) (10,356)
Deferred tax is recognised on the balance sheet as follows:
Non-current asset 116 272
Non-current liability (9,778) (10,356)
Deferred tax included in the balance sheet and income statement for each type
of temporary difference as at 31 December 2025, split by category:
Opening Prior year adjustment Revised opening Income statement Credited to equity Current year acquisition Foreign exchange Closing
£000 £000 £000 £000 £000 £000 £000 £000
Fixed asset timing differences (4,431) 1,228 (3,203) (1,335) - - 99 (4,439)
Short-term timing differences 2,061 (893) 1,168 412 (282) - (16) 1,282
Tax losses 780 63 843 (183) - - (50) 610
Intangible asset timing differences (8,494) - (8,494) 1,374 - - 5 (7,115)
Total (10,084) 398 (9,686) 268 (282) - 38 (9,662)
Deferred tax included in the balance sheet and income statement for each type
of temporary difference as at 31 December 2024, split by category:
Opening Prior year adjustment Revised opening Income statement Credited to equity Current year acquisition Foreign exchange Closing
£000 £000 £000 £000 £000 £000 £000 £000
Fixed asset timing differences (6,464) (212) (6,676) (148) - 2,408 (15) (4,431)
Short-term timing differences 1,321 (32) 1,289 (126) (396) 1,296 (2) 2,061
Tax losses 546 - 546 230 - - 4 780
Intangible asset timing differences (4,369) - (4,369) 867 - (4,991) (1) (8,494)
Total (8,966) (244) (9,210) 823 (396) (1,287) (14) (10,084)
9. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of Ordinary Shares in
issue during the year.
Diluted earnings per share
For diluted earnings per share, the weighted average number of Ordinary Shares
in issue is adjusted to assume conversion of all dilutive potential Ordinary
Shares. The Group has dilutive potential ordinary shares arising from share
options granted to employees under the share schemes as detailed in Note 23 of
these financial statements.
Adjusted earnings per share
Earnings attributable to ordinary shareholders of the Group for the year,
adjusted to remove the impact of adjusting items and the tax impact of these,
divided by the weighted average number of Ordinary Shares outstanding during
the period.
Adjusted Statutory Adjusted Statutory
2025 2025 2024 2024
Earnings attributable to equity shareholders of the Group:
Profit for the year (£000) 39,777* 32,214 36,109* 28,778
Number of shares:
Weighted average number of Ordinary Shares at year end 80,552,771 80,552,771 80,206,862 80,206,862
Add dilutive effect of share based payment plans 777,771 777,771 1,038,979 1,038,979
Weighted average number of Ordinary Shares for calculating diluted earnings 81,330,542 81,330,542 81,245,841 81,245,841
per share at year end
Earnings per share attributable to equity holders of the Group -continuing
operations:
Basic earnings per share (pence) 49.4 40.0 45.0 35.9
Diluted earnings per share (pence) 48.9 39.6 44.4 35.4
* Refer to the Appendix for the reconciliation of Alternative
Performance Measures.
10. Dividends
The Board is pleased to propose a final dividend of 1.3p per share, which, if
approved at the Annual General Meeting to be held on 21 May 2026, will be paid
on 28 May 2026 with a record date of 1 May 2026. The shares will become
ex-dividend on 30 April 2026. No interim dividend was paid in 2025.
A final dividend for 2024 of 1.2p per share was paid on 29 May 2025 totalling
£965,000. The 2024 final dividend was approved at the Annual General Meeting
on 22 May 2025, with a record date of 2 May 2025. The shares became
ex-dividend on 1 May 2025. No interim dividend was paid in 2024.
11. Property, plant and equipment
Assets held Assets under construction Leasehold improvements Freehold property Fixtures and fittings Motor Total
for rental £000 £000 £000 £000 vehicles £000
£000 £000
Cost:
At 1 January 2024 160,662 506 2,180 3,144 5,467 376 172,335
Acquisitions 7,327 - 34 - 49 - 7,410
Fair value adjustment on acquisitions 364 - (15) - 62 - 411
Additions 24,966 3,463 350 249 832 - 29,860
Transfer 1,063 (1,063) - - - - -
Disposals (5,893) - (541) - (517) (95) (7,046)
Reclass to assets classified for sale (377) - - - - - (377)
Foreign exchange movements 28 - (9) 115 (22) (6) 106
At 31 December 2024 188,140 2,906 1,999 3,508 5,871 275 202,699
Accumulated depreciation:
At 1 January 2024 (97,656) - (1,831) (101) (3,773) (267) (103,628)
Charge for the year (16,911) - (133) (65) (702) (39) (17,850)
Disposals 5,077 - 540 - 498 95 6,210
Foreign exchange movements (53) - (18) 39 (67) (7) (106)
At 31 December 2024 (109,543) - (1,442) (127) (4,044) (218) (115,374)
Net book value:
At 31 December 2024 78,597 2,906 557 3,381 1,827 57 87,325
Assets held Assets under construction Leasehold improvements Freehold property Fixtures and fittings Motor Total
for rental £000 £000 £000 £000 vehicles £000
£000 £000
Cost:
At 1 January 2025 188,140 2,906 1,999 3,508 5,871 275 202,699
Additions 33,756 2,557 284 - 601 - 37,198
Transfer 3,568 (3,568) - - - - -
Disposals (28,741) - (361) - (2,057) - (31,159)
Foreign exchange movements (2,700) - (15) - (82) (8) (2,805)
At 31 December 2025 194,023 1,895 1,907 3,508 4,333 267 205,933
Accumulated depreciation:
At 1 January 2025 (109,543) - (1,442) (127) (4,044) (218) (115,374)
Charge for the year (20,340) - (216) (56) (600) (40) (21,252)
Disposals 26,784 - 361 - 2,057 - 29,202
Foreign exchange movements 1,779 - 9 - 60 14 1,862
At 31 December 2025 (101,320) - (1,288) (183) (2,527) (244) (105,562)
Net book value:
At 31 December 2025 92,703 1,895 619 3,325 1,806 23 100,371
The construction of rental assets with a total cost of £3,568,000 were
completed in 2025 and transferred from Assets under construction to assets
held for rental. The assets transferred relate to winches and other lifting
equipment.
12. Goodwill and intangible assets
Goodwill Customer relationships Trade name Non-compete arrangements Documented processes Computer software Total
£000 £000 £000 £000 £000 £000 £000
Cost:
At 1 January 2024 77,739 17,366 544 4,616 1,377 2,647 104,289
Acquisitions 34,426 21,086 - - - - 55,512
Disposals - - - - - (2,634) (2,634)
Foreign exchange movements 18 - - - - (5) 13
At 31 December 2024 112,183 38,452 544 4,616 1,377 8 157,180
Amortisation:
At 1 January 2024 - (5,784) (23) (376) (11) (2,647) (8,841)
Charge for the year - (2,514) (272) (918) (137) - (3,841)
Disposals - - - - - 2,634 2,634
Foreign exchange movements - - - - - 5 5
At 31 December 2024 - (8,298) (295) (1,294) (148) (8) (10,043)
Net book value:
At 31 December 2024 112,183 30,154 249 3,322 1,229 - 147,137
Goodwill Customer relationships Trade name Non-compete arrangements Documented processes Computer software Total
£000 £000 £000 £000 £000 £000 £000
Cost:
At 1 January 2025 112,183 38,452 544 4,616 1,377 8 157,180
Adjustment (Note 28) (194) - - - - - (194)
Foreign exchange movements (332) - - - - (1) (333)
At 31 December 2025 111,657 38,452 544 4,616 1,377 7 156,653
Amortisation:
At 1 January 2025 - (8,298) (295) (1,294) (148) (8) (10,043)
Charge for the year - (4,661) (249) (911) (138) - (5,959)
Foreign exchange movements - - - - - 1 1
At 31 December 2025 - (12,959) (544) (2,205) (286) (7) (16,001)
Net book value:
At 31 December 2025 111,657 25,493 - 2,411 1,091 - 140,652
Goodwill has arisen on the acquisition of the following subsidiaries: Amazon
Group Limited (the parent company of the existing Ashtead Technology Group at
the time of acquisition, in April 2016), TES Survey Equipment Services LLC,
Welaptega Marine Limited, Aqua-Tech Solutions LLC and its subsidiary Alpha
Subsea LLC, Underwater Cutting Solutions Limited, WeSubsea AS and its
subsidiary WeSubsea UK Limited, Hiretech Limited, Rathmay Limited and its
subsidiaries Alfred Cheyne Engineering Limited, ACE Winches Inc, ACE Winches
DMCC and ACE Winches Norge AS and Seascan Limited and J2 Subsea Limited and
their subsidiaries Geoscan Group Limited, Seatronics Inc, Seatronics PTE
Limited and Seatronics Limited, as well as the acquisition of the trade and
assets of Forum Subsea Rentals, a division of Forum Energy Technologies (UK)
Limited, Forum Energy Asia Pacific PTE Ltd and Forum US, Inc.
Impairment testing for CGUs containing goodwill
For the purpose of impairment testing, goodwill has been allocated to the
Group's CGUs as follows. The groups of CGUs to which goodwill has been
allocated are consistent with the Group's operating segments.
2025 2024
£000 £000
Europe 93,387 93,581
Americas 9,022 9,352
Asia Pacific 6,568 6,570
Middle East 2,680 2,680
An impairment test has been performed in respect of each of the groups of CGUs
to which goodwill has been allocated on each reporting date.
For each of the operating segments to which goodwill has been allocated, the
recoverable amount has been determined on the basis of a value in use
calculation. In each case, the value in use was found to be greater than the
carrying amount of the group of CGUs to which the goodwill has been allocated.
Accordingly, no impairment to goodwill has been recognised. The value in use
has been determined by discounting future cash flows forecast to be generated
by the relevant regional segment.
A summary of the key assumptions on which management has based its cash flow
projections at each reporting date is as follows:
2025 2024
£000 £000
Europe:
Pre-tax discount rate 12.3% 12.7%
Post-tax discount rate 11.8% 12.3%
Terminal value growth rate 2% 2%
Forecast period 3 years 2 years
Americas:
Pre-tax discount rate 11.8% 12.1%
Post-tax discount rate 11.3% 11.8%
Terminal value growth rate 2% 2%
Forecast period 3 years 2 years
Asia Pacific:
Pre-tax discount rate 11.6% 12.0%
Post-tax discount rate 11.3% 11.8%
Terminal value growth rate 2% 2%
Forecast period 3 years 2 years
Middle East:
Pre-tax discount rate 11.9% 12.3%
Post-tax discount rate 11.7% 12.2%
Terminal value growth rate 2% 2%
Forecast period 3 years 2 years
The forecast period was increased from 2 to 3 years to align with the
Viability Statement on pages 46 to 47 of the Annual Report.
Key assumptions used in value in use calculations
In determining the above key assumptions, management has considered past
experience together with external sources of information where available (e.g.
industry-wide growth forecasts).
The calculation is most sensitive to the following assumptions:
• Discount rates
• Growth rates used to extrapolate cash flows beyond the forecast
period
The discount rate applied to each CGU represents a pre-tax rate that reflects
the market assessment of the time value of money as at 31 December 2025. The
discount rate calculation is based on the specific circumstances of the Group
and its operating segments and is derived from its weighted average cost of
capital (WACC), adjusted for the regional risk premium. The WACC takes into
account both debt and equity. The cost of equity is derived from the expected
return on investment by the Group's investors. The cost of debt is based on
the interest-bearing borrowings the Group is obliged to service. Adjustments
to the discount rate are made to factor in the specific amount and timing of
the future tax flows in order to reflect a pre/post-tax discount rate.
Sensitivity analysis shows that a pre-tax/(post-tax) discount rate higher than
21.8% (19.9%) would be required to start to indicate impairment in Europe,
with post-tax discount rates being higher than the following rates would start
to indicate impairment in Americas: 39.0% (35.6%), APAC: 82.7% (78.1%) and
Middle East: 139.5% (135.7%).
Growth rate estimates are based on published industry research, compiled for
the Group on a geographical basis by an independent research analyst.
Sensitivity analysis shows that a terminal value growth rate lower than -12.7%
for Europe and significantly lower than that level for the other regions would
be required to start to indicate impairment in each CGU, as noted in the table
below:
Europe -12.7%
Americas -122.6%
Asia Pacific -228.4x10^(43)
Middle East -2283.6%x10^(42)
Sensitivity analysis has been performed in respect of the key assumptions
above with no impairment identified from the sensitivities performed.
13. Inventories
2025 2024
£000 £000
Raw materials and consumables 11,583 7,766
The raw materials and consumables balance is stated net of a provision of
£2,686,000 (2024: £4,127,000).
The cost of inventories recognised as an expense and included in cost of sales
during the year is disclosed in Note 5. The impairment loss/(reversal of
impairment loss) recognised during the year is disclosed in Note 5.
14. Trade and other receivables
2025 2024
£000 £000
Trade receivables (Note 25(a)) 40,712 46,330
Prepayments 5,358 4,933
Contract assets 1,561 356
Accrued income 3,137 1,356
50,768 52,975
The Directors consider that the carrying amount of trade receivables, contract
assets and accrued income approximates to fair value.
Information about the Group's exposure to credit and market risks, and
impairment losses for trade receivables, contract assets and accrued income is
included in Note 25.
15. Cash and cash equivalents
2025 2024
£000 £000
Cash at bank 14,066 12,148
Cash in hand 7 20
Cash and cash equivalents 14,073 12,168
Cash at bank earns interest at floating rates based on daily bank overnight
deposit rates. The Directors consider that the carrying amount of cash and
cash equivalents equates to fair value.
Foreign currency denominated balances within Group cash and cash equivalents
amount to:
2025 2024
£000 £000
US dollar denominated balances 3,512 3,137
Singapore dollar denominated balances 2,170 1,551
Canadian dollar denominated balances 243 66
AED denominated balances 263 240
Norwegian krone denominated balances 1,862 1,795
Euro denominated balances 999 236
9,049 7,025
All other balances are denominated in sterling.
16. Assets classified as held for sale
2025 2024
£000 £000
Current - 623
Non-current - 377
- 1,000
At 31 December 2024, all assets classified as held for sale related to the
Europe CGU. The current assets classified as held for sale related to
inventory and the non-current assets classified as held for sale related to
assets held for rental within property, plant and equipment. The assets
classified as held for sale were sold on 31 January 2025.
17. Trade and other payables
2025 2024
£000 £000
Trade payables 9,511 10,039
Accruals 19,572 23,641
29,083 33,680
The Directors consider that the carrying amount of trade payables and accruals
equates to fair value. Accruals mainly relate to operational activities.
The Group's exposure to currency and liquidity risks is included in Note 25.
18. Loans and borrowing
2025 2024
£000 £000
Current
Bank loans (held at amortised cost) - -
Finance lease liability - 9
- 9
Non-current
Bank loans (held at amortised cost) 118,467 137,669
The bank loans comprise a revolving credit facility of £119,424,000 (2024:
£139,391,000) which carried interest at SONIA plus 2.25%. The lenders are ABN
AMRO Bank N.V., Citibank N.A., Clydesdale Bank plc, HSBC Bank plc and the
Royal Bank of Scotland plc. The Facility Agreement is subject to a leverage
covenant of 3.0x and an interest cover covenant of 4:1. The total commitments
are £170,000,000 (2024: £170,000,000) for the RCF and an additional
£40,000,000 (2024: £40,000,000) accordion facility. As at 31 December 2025
the RCF had an undrawn balance of £50,576,000 (2024: £30,609,000) and the
£40,000,000 accordion facility was undrawn (2024: £40,000,000 undrawn). The
accordion facility is subject to credit approval. A non-utilisation fee of
0.7875% is charged on the non-utilised element of the RCF facility. The
revolving credit facility is fully repayable in April 2028.
Certain companies within the Group joined in cross guarantees with respect to
bank loans totalling £119,424,000 (2024: £139,391,000) advanced to Ashtead
Technology Limited and Ashtead Technology Offshore Inc. The lenders have a
floating charge over the assets of certain entities within the Group.
Bank loans are repayable as follows:
2025 2024
£000 £000
Within one year - -
Within one to two years - -
Within two to three years 119,424 -
Within three to four years - 139,391
Within four to five years - -
119,424 139,391
Deferred finance costs (957) (1,722)
118,467 137,669
During the year drawdowns totalling £13,424,000 (2024: £84,300,000) and
repayments totalling £33,344,000 (2024: £15,493,000) were made from/to the
RCF.
Finance lease liability is repayable as follows:
2025 2024
£000 £000
Within one year - 9
- 9
The weighted average interest rates on floating rate instruments during the
year was as follows:
2025 2024
Weighted average interest rates 6.99% 7.38%
The Group's exposure to interest rate, foreign currency and liquidity risks is
included in Note 25.
19. Financing liabilities reconciliation
1 January Cash Acquisitions Interest Other Changes 31 December 2025
2025 flows £000 paid/ non-cash changes in exchange rates £000
£000 £000 (received) £000 £000
£000
Cash at bank and in hand 12,168 2,801 - (164) 164 (896) 14,073
Bank loans (137,669) 19,920 - 9,410 (10,176) 48 (118,467)
Lease liabilities (2,845) 2,161 - 309 (3,588) (552) (4,515)
Finance lease liability (9) 9 - - - - -
Net debt (128,355) 24,891 - 9,555 (13,600) (1,400) (108,909)
The non-cash movement relates to interest, the amortisation of deferred
finance costs, accrual of finance costs on lease liability and the addition of
new leases during the year.
1 January Cash Acquisitions Interest Other Changes 31 December 2024
2024 flows £000 paid/ non-cash changes in exchange rates £000
£000 £000 (received) £000 £000
£000
Cash at bank and in hand 10,824 (18) 2,156 (121) 121 (794) 12,168
Bank loans (69,665) (67,649) - 6,308 (6,753) 90 (137,669)
Lease liabilities (2,810) 1,428 (390) 131 (969) (235) (2,845)
Finance lease liability (31) 22 - - - - (9)
Net debt (61,682) (66,217) 1,766 6,318 (7,601) (939) (128,355)
The non-cash movement relates to interest, the amortisation of deferred
finance costs, accrual of finance costs on lease liability and addition of new
leases during the year.
20. Leases
Leases as lessee
The Group leases warehouses, offices and other facilities in different
locations (UK, UAE, Singapore, Canada, USA, Norway). The lease terms range
from 2 to 15 years with an option to renew available for some of the leases.
The Group has elected not to recognise right-of-use assets and lease
liabilities for leases that are short term and/or of low-value items. The
Group recognises the lease payments associated with these leases as an expense
on a straight-line basis over the lease term.
Further information about leases is presented below:
a) Amounts recognised in the consolidated balance sheet
Right-of-use assets Property
leases
£000
Balance at 1 January 2024 2,584
Additions to right-of-use assets 969
Acquisition of right-of-use assets 390
Depreciation charge for the year (1,275)
Effects of movements in exchange rates (41)
Balance at 31 December 2024 2,627
Additions to right-of-use assets 3,588
Depreciation charge for the year (2,040)
Effects of movements in exchange rates (57)
Balance at 31 December 2025 4,118
Lease liabilities: Property leases Property leases
2025 2024
£000 £000
Current 1,717 1,129
Non-current 2,798 1,716
Total lease liabilities 4,515 2,845
Refer to Note 25(b) for more information on maturity analysis of lease
liabilities.
b) Amounts recognised in the income statement
2025 2024
£000 £000
Depreciation charge 2,040 1,275
Interest expense on lease liability 309 131
Expenses relating to short-term leases 714 475
Total amount recognised in the income statement 3,063 1,881
c) Amounts recognised in the cash flow statement
2025 2024
£000 £000
Total cash payments for leases 2,470 1,558
Leases as a lessor
The Group leases out equipment to its customers. The lease period is short
term which ranges from weeks to multiple months. All leases are classified as
operating leases from a lessor perspective, because they do not transfer
substantially all of the risks and rewards incidental to the ownership of the
equipment.
The Group as a lessor recognises lease payments received from operating leases
as income on a straight-line basis. Increases (or decreases) in rental
payments over a period of time, other than variable lease payments, are
reflected in the determination of the lease income, which is recognised on a
straight-line basis (refer to Note 4).
Where leased equipment is lost, given up or damaged beyond repair by
third-party customers, they are invoiced for compensation under the rental
contract. The gross compensation proceeds are disclosed in the consolidated
cash flow statement and the gain on sale of property, plant and equipment is
disclosed in Note 5.
21. Provisions for liabilities
Warranty provision End of service benefits Total
£000 £000 £000
At 1 January 2024 195 161 356
Charge for the year 7 79 86
Paid during the year - - -
Movement in foreign exchange - 1 1
At 31 December 2024 202 241 443
Charge/(credit) for the year (90) 115 25
Paid during the year - (14) (14)
Movement in foreign exchange - (18) (18)
At 31 December 2025 112 324 436
Warranty provision
The provision relates to warranties provided to customers on certain
manufactured products for 12-24 months. The cost of the warranties is accrued
upon recognition of the sale of the product. The costs are estimated based on
actual historical expenses incurred and on estimated future expenses related
to current sales. Actual warranty costs are charged against the warranty
provision.
End of service benefits
The provision relates to end of service benefits for certain employees. The
actual amount payable is dependent on the length of service of the impacted
employees when their employment ceases and their salary at that time. The
provision is calculated on the impacted employees' length of service and
salary at the balance sheet date
22. Capital commitments
2025 2024
£000 £000
Capital expenditure contracted for but not provided 14,499 3,947
Capital expenditure contracted but not provided all relates to operational
asset purchases.
23. Employee benefits
Share based payments - IPO LTIP
The IPO LTIP awards were granted on 5 September 2022 and comprise three equal
tranches, with the first tranche vested on the announcement of the annual
results for the year ended 31 December 2022, the second tranche vested on the
announcement of the annual results for the year ended 31 December 2023 and the
third tranche vested on the announcement of the annual results for the year
ended 31 December 2024. Certain senior managers from various Group companies
are eligible for nil cost share option awards with Ashtead Technology Holdings
plc granting the awards. On exercise, the awards will be equity settled with
Ordinary Shares in Ashtead Technology Holdings plc. The IPO LTIP share awards
vesting is subject to the achievement of a target annual Adjusted EPS and
participants remaining employed by the Group over the vesting period.
The outstanding number of awards at 31 December 2025 is 223,940 (2024:
310,358).
Share based payments Tranche 1 Tranche 2 Tranche 3
Valuation model Black-Scholes Black-Scholes Black-Scholes
Weighted average share price (pence) 260.5 260.5 260.5
Exercise price (pence) 0 0 0
Expected dividend yield 0.76% 0.81% 0.85%
Expected volatility 41.93% 41.93% 41.93%
Risk-free interest rate 2.79% 3.14% 3.04%
Expected term (years) 0.67 1.67 2.67
Weighted average fair value (pence) 259.2 257.0 254.7
Attrition 5% 5% 5%
Weighted average remaining contractual life (years) 6.67 6.67 6.67
The expected volatility has been calculated using the Group's historical
market data history since IPO in 2021.
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the year 310,358 −
Granted − −
Exercised (86,418) −
Forfeited − −
Outstanding at the end of the year 223,940 −
Exercisable at the end of the year 223,940 −
The weighted average share price at the date of exercise was £5.011 for the
share options exercised during 2025. Share based payments expense recognised
in the consolidated income statement for 31 December 2025 totals £38,000
(2024: £564,000), inclusive of a credit to employer's national insurance
contributions of £61,000 (2024: £158,000 charge).
Share based payments - LTIP awards
The first LTIP awards were granted on 4 May 2023, with vesting on the
announcement of the annual results for the year ended 31 December 2025.
Certain senior managers from various Group companies are eligible for nil cost
share option awards with Ashtead Technology Holdings plc granting the awards
and on exercise, the awards will be equity settled with Ordinary Shares in
Ashtead Technology Holdings plc. The share awards vesting is subject to the
achievement of agreed Adjusted EPS, ROIC and Total Shareholder Return (TSR)
targets and participants remaining employed by the Group over the vesting
period. On 16 April 2024 new awards were granted under the LTIP scheme and
will vest on the announcement of the annual results for the year ended 31
December 2026. On 25 September 2025 new awards were granted under the LTIP
scheme and will vest on the announcement of the annual results for the year
ended 31 December 2027.
The outstanding number of awards at 31 December 2025 is 941,468 (2024:
624,031).
Share based payments EPS ROIC TSR
Valuation model Black-Scholes Black-Scholes Monte Carlo
Weighted average share price (pence) 379.0 / 687.0 / 352.0 379.0 / 687.0 / 352.0 379.0 / 687.0 / 352.0
Exercise price (pence) 0 0 0
Expected dividend yield 0.0% 0.0% 0.0%
Expected volatility 40.17% / 39.01% / 44.26% 40.17% / 39.01% / 44.26% 40.17% / 39.01% / 44.26%
Risk-free interest rate 3.71% / 4.31% / 3.86% 3.71% / 4.31% / 3.86% 3.71% / 4.31% / 3.86%
Expected term (years) 3.02 / 3.06 / 2.50 3.02 / 3.06 / 2.50 3.02 / 3.06 / 2.50
Weighted average fair value (pence) 379.0 / 687.0 / 352.0 379.0 / 687.0 / 352.0 298.0 / 544.0 / 145.0
Attrition 5% 5% 5%
Weighted average remaining contractual life (years) 7.34 / 8.29 / 9.73 7.34 / 8.29 / 9.73 7.34 / 8.29 / 9.73
The expected volatility has been calculated using the Group's historical
market data history since IPO in 2021.
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the period 624,031 −
Granted 332,885 −
Exercised − −
Forfeited (15,448) −
Outstanding at the end of the period 941,468 −
Exercisable at the end of the period − −
Share based payments expense recognised in the consolidated income statement
during the period was £1,061,000 (2024: £760,000), inclusive of employer's
national insurance contributions of £14,000 (2024: £92,000).
Defined contribution scheme
The Group operates defined contribution retirement benefit schemes for all
qualifying employees. The total expense charged to the income statement in the
year ended 31 December 2025 was £2,219,000 (2024: £1,340,000). There was a
balance outstanding of £223,000 in relation to pension liabilities at 31
December 2025 (2024: £267,000).
24. Share capital and reserves
The Group considers its capital to comprise its invested capital, called up
share capital, merger reserve, retained earnings and foreign exchange
translation reserve. Quantitative detail is shown in the consolidated
statement of changes in equity. The Directors' objective when managing capital
is to safeguard the Group's ability to continue as a going concern in order to
provide returns for the shareholders and benefits for other stakeholders.
Called up share capital
31 December 2025 31 December 2024
Allotted, called up and fully paid No. £000 No. £000
Ordinary Shares of £0.05 each 80,624,196 4,031 80,313,838 4,016
Ordinary Share capital represents the number of shares in issue at their
nominal value. The holders of Ordinary Shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company.
On 25 March 2025, the Company issued 310,358 (16 April 2024: 365,919) newly
authorised shares at a subscription price of £0.05 (being nominal value) to
the Employee Benefit Trust in anticipation of the vesting of the third tranche
of IPO LTIP share options. The shares are held by the Employee Benefit Trust
on the behalf of certain option holders and are non-voting until each of the
option holders choose to exercise their options at which point they are
transferred to the option holder and become voting shares. As of 31 December
2025, 223,940 shares (2024: 0) were held by the Company's Employee Benefit
Trust.
Share premium
Share premium represents the amount over the par value which was received by
the Group upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange
under which Ashtead Technology Holdings plc became the parent undertaking
prior to the IPO. Under merger accounting principles, the assets and
liabilities of the subsidiaries were consolidated at book value in the Group
financial statements and the consolidated reserves of the Group were adjusted
to reflect the statutory share capital, share premium and other reserves of
the Company as if it had always existed, with the difference presented as the
merger reserve.
Foreign currency translation reserve
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on consolidation, are translated to the Group's
presentational currency, sterling, at foreign exchange rates ruling at the
balance sheet date. The revenues and expenses of foreign operations are
translated at an average rate for each month where this rate approximates to
the foreign exchange rates ruling at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are
reported as an item of other comprehensive income and accumulated in the
translation reserve, within invested capital. When a foreign operation is
disposed of, such that control, joint control or significant influence (as the
case may be) is lost, the entire accumulated amount in the foreign currency
translation reserve is recycled to the income statement as part of the gain or
loss on disposal.
Retained earnings
The movement in retained earnings is as set out in the consolidated statement
of changes in equity. Retained earnings represent cumulative profits or
losses, net of dividends, charges in relation to equity settled share based
payment arrangements which have been recognised within the consolidated income
statement and other adjustments.
25. Financial instruments
Financial risk management
Risk management framework
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities.
The Group has exposure to the following risks arising from financial
instruments:
• Credit risk
• Liquidity risk
• Market risk
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group's receivables from
customers. The Group has no significant concentration of credit risk, with
exposure spread over a large number of customers.
Cash and cash equivalents
The Group held cash and cash equivalents and other bank balances of
£14,073,000 at 31 December 2025 (2024: £12,168,000). The cash and cash
equivalents are held with the HSBC Bank plc, Bank of Montreal, The Royal Bank
of Scotland plc and DNB.
The credit risk on cash at bank held with HSBC, Bank of Montreal, The Royal
Bank of Scotland and DNB is considered to be low. The long-term credit rating
for HSBC is AA-/A+ per Fitch/Standard & Poor's. The long-term credit
rating for Bank of Montreal is AA-/A+ per Fitch/Standard & Poor's. The
long-term credit rating for The Royal Bank of Scotland is AA-/A+ per
Fitch/Standard & Poor's. The long-term credit rating for DNB is A+/AA- per
Fitch/Standard & Poor's.
Trade receivables and accrued income
The Group has established a credit policy under which each new customer is
analysed individually for creditworthiness before the Group's standard payment
and delivery terms and conditions are offered. The Group's review includes
external ratings, if they are available, financial statements, credit agency
information, industry information and in some cases bank references. Sale
limits are established for each customer and reviewed quarterly. Any sales
exceeding those limits require approval from management.
Customer credit risk is managed by each business unit subject to the Group's
established policy, procedures and control relating to customer credit risk
management. Credit quality of a customer is assessed based on a credit rating
scorecard and individual credit limits are defined in accordance with this
assessment. Outstanding customer receivables are regularly monitored and
action is taken through an escalation process in relation to slow or
non-payment of invoices. The Group has no significant concentration of credit
risk, with exposure spread over a large number of customers.
An impairment analysis is performed at each reporting date using a provision
matrix to measure expected credit losses. The provision rates are based on
days past due for groupings of various customer segments with similar loss
patterns (i.e. by geographical region, product type, customer type and
rating). The calculation reflects the probability-weighted outcome, the time
value of money and reasonable and supportable information that is available at
the reporting date about past events, current conditions and forecasts of
future economic conditions. Generally, trade receivables are written-off if
past due for more than one year and are not subject to ongoing enforcement
activity. The maximum exposure to credit risk at the reporting date is the
carrying value of each class of financial assets disclosed in Note 14. The
Group does not hold collateral as security. The Group evaluates the
concentration of risk with respect to trade receivables and accrued income as
low, as exposure is spread over a large number of customers.
The Group has used a practical expedient by computing the expected credit loss
allowance for trade receivables based on a provision matrix. The provision
percentage is determined for each subsidiary independently.
Trade receivables 2025 2024
£000 £000
Current (not past due) 15,728 21,696
Past due 0-90 days 22,178 23,621
Past due 91-180 days 3,639 2,974
Past due 181-270 days 461 585
Past due 271-365 days 479 171
More than 365 days 885 2,827
43,370 51,874
The following table details the risk profile of trade receivables based on
Group's provision matrix:
Trade receivables - Days past due
As at 31 December 2025 Not past due <90 91-180 181-270 271-360 >360 Total
£000 £000 £000 £000 £000 £000 £000
Expected credit loss rate 0.3% 0.9% 4.9% 21.9% 60.1% 80.5% 3.5%
Estimated gross carrying amount at default 15,728 22,178 3,639 461 479 885 43,370
Lifetime ECL 50 204 178 101 288 712 1,533
Specific provision 286 317 374 82 78 (12) 1,125
336 521 552 183 366 700 2,658
Trade receivables - Days past due
As at 31 December 2024 Not past due <90 91-180 181-270 271-360 >360 Total
£000 £000 £000 £000 £000 £000 £000
Expected credit loss rate 0.5% 0.8% 2.9% 14.3% 23.5% 83.4% 5.5%
Estimated gross carrying amount at default 21,696 23,621 2,974 585 171 2,827 51,874
Lifetime ECL 118 177 86 84 40 2,357 2,862
Specific provision 696 693 421 302 115 455 2,682
814 870 507 386 155 2,812 5,544
Accrued income is current and is fully invoiced within a month of year end,
once invoiced its original ageing is retained and provided for in line with
the above matrix. Contract assets are current and are fully invoiced within
3 months of year end, once invoiced its original ageing is retained and
provided for in line with the above matrix.
Movements in the allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables
during the year was as follows:
Movement in provision for doubtful debts £000
Balance at 1 January 2024 (3,739)
Acquired with acquisition (875)
Increase in allowance recognised in profit or loss during the year (927)
Trade receivables written off during the year as uncollectible (3)
At 31 December 2024 (5,544)
Decrease in allowance recognised in profit or loss during the year 1,469
Trade receivables written back during the year when collected 1,258
Foreign exchange movements 159
At 31 December 2025 (2,658)
The trade receivables written back during the year when collected relates to
one customer balance which was fully provisioned between 2020 and 2022 and the
funds received during 2025. This amount has been included as an adjustment
to the APMs in the Appendix. The decrease in the provision for bad debts
recognised in the income statement during 2025 reflects the improved
collections during the year resulting in the improved ageing profile in the
table above.
b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's objective when
managing liquidity is to ensure that it will have sufficient liquidity to meet
its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Group's
reputation. The Group utilises both long and short-term borrowing facilities.
Cash flow forecasting is performed centrally with rolling forecasts of the
Group's liquidity requirements regularly monitored to ensure it has sufficient
cash to meet operational needs. The Group's revenue model results in a strong
level of cash conversion allowing it to service working capital requirements.
The Group has access to a multi-currency RCF facility which has total
commitments of £170,000,000 at 31 December 2025 plus an accordion facility of
£40,000,000. As at 31 December 2025 the RCF had an undrawn balance of
£50,576,000 and the accordion facility had an undrawn balance of
£40,000,000.
Maturities of financial liabilities
The table below analyses the Group's financial liabilities into relevant
maturity groupings based on their contractual maturities:
Contractual cash flows
As at 31 December 2025 Carrying total Total Within one year Between one to two years Between two to five years More than
£000 £000 £000 £000 £000 five years
£000
Non-derivative financial liabilities
Bank loans 118,467 119,424 - - 119,424 -
Trade and other payables 29,083 29,083 29,083 - - -
Lease liabilities 4,515 4,974 1,957 1,583 1,365 69
152,065 153,481 31,040 1,583 120,789 69
Contractual cash flows
As at 31 December 2024 Carrying total Total Within one year Between one to two years Between two to five years More than
£000 £000 £000 £000 £000 five years
£000
Non-derivative financial liabilities
Bank loans 137,669 139,391 - - 139,391 -
Trade and other payables 33,680 33,680 33,680 - - -
Lease liabilities 2,845 3,134 1,259 753 1,026 96
Finance lease liability 9 9 9 - - -
174,203 176,214 34,948 753 140,417 96
Based on the RCF balance and the interest rate prevailing at 31 December 2025,
the outstanding balance would attract interest at £7,574,000 (2024:
£9,989,000) per annum until repaid.
c) Market risk
Market risk is the risk that changes in market prices - such as foreign
exchange rates, interest rates and equity prices - will affect the Group's
income or the value of its holdings of financial instruments. The Group's
exposure to market risk is primarily related to currency risk and interest
rate risk.
Currency risk
Currency risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in foreign exchange
rates. The Group's activities expose it primarily to the financial risks of
movements in foreign currency exchange rates. The Group monitors net currency
exposures and hedges as necessary.
The individual Group entities do not have significant financial assets and
liabilities denominated in currencies other than their functional currency
(2024: insignificant) and immaterial impact from the sensitivity analysis,
therefore disclosures regarding exposure to foreign currencies and sensitivity
analysis have not been included.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow
interest rate risk. Fair value interest rate risk is the risk of changes in
fair values of fixed interest-bearing investments and loans. Cash flow
interest rate risk is the risk that the future cash flows of floating
interest-bearing investments and loans will fluctuate because of fluctuations
in the interest rates.
The Group is exposed to interest rate movements on its external bank
borrowing. Based on average loans and borrowings, an increase/(decrease) of
1.0% in effective interest rates would increase/(decrease) the interest
charged to the income statement and equity by £1,194,000 (2024: £1,394,000).
d) Capital risk management
The Group's objectives when managing capital (defined as net debt plus total
equity) are to safeguard the Group's ability to continue as a going concern in
order to provide returns to shareholders and benefits for other stakeholders,
while optimising returns to shareholders through an appropriate balance of
debt and equity funding. The Group manages its capital structure and makes
adjustments to it with respect to changes in economic conditions and strategic
objectives.
26. Related parties
Note 27 provides information about the entities included in the consolidated
financial statements as well as the Group's structure, including details of
the subsidiaries and the holding company.
Key managerial personnel
Allan Pirie
Ingrid Stewart
Bill Shannon
Tony Durrant
Thomas Thomsen
Jean Cahuzac
Kristin Færøvik (appointed 18 January 2025)
Details of the Directors' remuneration and interests are set out in the
Remuneration Committee report on pages 65 to 79 of the Annual Report.
Directors' interests in the Ordinary Shares of the Group are included in the
Directors' Report on page 81 of the Annual Report.
Entity with significant influence over the Group
There are no entities with significant influence over the Group.
27. Group structure
A full list of subsidiary undertakings of Ashtead Technology Holdings plc as
defined by IFRS as at 31 December 2025 is disclosed below.
Equity interest at
Name of the Group company Country of incorporation 2025 2024
BP INV2 Pledgeco Limited(1) England & Wales 100% 100%
Ashtead US Pledgeco Inc*(4) USA 100% 100%
Amazon Acquisitions Limited*(1)^ England & Wales - 100%
Ashtead Technology (South East Asia) PTE Limited*(2) Singapore 100% 100%
Ashtead Technology Limited*(3) Scotland 100% 100%
Ashtead Technology LLC SPC (formerly TES Survey Equipment Services LLC)*(5) UAE 100% 100%
Ashtead Technology Offshore Inc*(4) USA 100% 100%
Ashtead Technology (Canada) Limited*(6) Canada 100% 100%
Alfred Cheyne Engineering Limited*(3) Scotland 100% 100%
ACE Winches Inc*(7) USA 100% 100%
Ashtead Technology AS*(8) Norway 100% 100%
Seascan Limited*(3)^^ Scotland - 100%
J2 Subsea Limited*(3)^^^ Scotland - 100%
Geoscan Group Limited*(3)^^^^ Scotland - 100%
Seatronics Limited*(3)^^^^^ Scotland - 100%
Seatronics Inc*(4) USA 100% 100%
Seatronics PTE Limited*(2)^^^^^^ Singapore - 100%
* Shares held by a subsidiary undertaking.
1 The registered address of the subsidiary is 1 Gateshead Close,
Sunderland Road, Sandy, Bedfordshire,
SG19 1RS, United Kingdom.
2 The registered address of the subsidiary is 80 Raffles Place,
#32-01 UOB Plaza 1, Singapore, 048624.
3 The registered address of the subsidiary is Ashtead House,
Discovery Drive, Arnhall Business Park, Westhill,
AB32 6FG, United Kingdom.
4 The registered address of the subsidiary is 2711 Centerville Road,
Suite 400, Wilmington, Delaware, 19808,
USA.
5 The registered address of the subsidiary is Warehouse B301, Plot
M29, ICAD III, Musaffah, Abu Dhabi, UAE.
6 The registered address of the subsidiary is 238 Brownlow Avenue,
Unit 103, Dartmouth, Nova Scotia, B3B
1Y2, Canada.
7 The registered address of the subsidiary is 5151 San Felipe,
Suite 800, Houston, Texas, 77056, USA.
8 The registered address of the subsidiary is Bedriftsvegen 35,
Klepp Stasjon, 4353, Norway.
^ During 2025 the trade and assets of Amazon Acquisitions Limited
were hived up into BP INV2 Pledgeco
Limited and Amazon Acquisitions Limited was liquidated on 4
February 2025.
^^ During 2025 the trade and assets of Seascan Limited were hived up
into Ashtead Technology Limited and
Seascan Limited was liquidated on 19 December 2025.
^^^ During 2025 the trade and assets of J2 Subsea Limited were hived
up into Ashtead Technology Limited and
J2 Subsea Limited was liquidated on 30 September 2025.
^^^^ During 2025 the trade and assets of Geoscan Group Limited were
hived up into Ashtead Technology
Limited and Geoscan Group Limited was liquidated on 30
September 2025.
^^^^^ During 2025 the trade and assets of Seatronics Limited were hived up
into Ashtead Technology Limited and
Seatronics Limited was liquidated on 19 December 2025.
^^^^^^ During 2025 the trade and assets of Seatronics PTE Limited were hived
up into Ashtead Technology
(South East Asia) PTE Limited and Seatronics PTE Limited was
liquidated on 22 December 2025.
28. Business combinations
During 2025, the consolidated cash flow statement reflects £1,793,000 of
settlements in respect of acquisitions of subsidiary undertakings. Of this
amount, £1,681,000 represented a non‑cash settlement, whereby the
outstanding consideration was offset against trade receivables owed by the
seller in relation to separate transactions. This amount relates to
settlement for remaining consideration payable on previous acquisitions and
was fully accrued at 31 December 2024. The settlement for remaining
consideration mainly relates to a completion payment on the acquisition of ACE
Winches.
Acquisition of Seascan Limited and J2 Subsea Limited
On 26 November 2024, the Group acquired 100% of the issued share capital of
Seascan Limited and J2 Subsea Limited and their subsidiaries Geoscan Group
Limited, Seatronics Limited, Seatronics Inc and Seatronics PTE Limited
(collectively "Seatronics"). During 2025 there was a change in accounting
estimate which resulted in a reduction in the settlement for remaining
consideration payable to the seller of Seatronics of £194,000, which reduced
goodwill by the same amount (Note 12). There were no changes to the fair
value of the assets and liabilities included in the 2024 annual report, only
to the cash consideration payable in 2025.
COMPANY BALANCE SHEET
At 31 December 2025
Notes 2025 2024
£000 £000
Non-current assets
Investments 5 82,304 29,775
Trade and other receivables 6 138 32,181
82,442 61,956
Current assets
Trade and other receivables 6 - 11
- 11
Total assets 82,442 61,967
Current liabilities
Trade and other payables 7 50 33
Income tax payable 58 -
108 33
Total liabilities 108 33
Equity
Share capital 8 4,031 4,016
Share premium 8 14,115 14,115
Merger reserve 8 38,318 38,318
Share based payment reserve 8 4,758 3,612
Retained earnings 8 21,112 1,873
Total equity 82,334 61,934
Total equity and liabilities 82,442 61,967
The accompanying notes are an integral part of the Company financial
statements.
As permitted by Section 408 of the Companies Act 2006, the profit and loss of
the Company has not been presented in these financial statements. The profit
for the year ended 31 December 2025 dealt with in the financial statements of
the Company was £20,204,000 (2024: £143,000).
The financial statements were approved and authorised for issue by the Board
of Directors of Ashtead Technology Holdings plc (registered number 13424040)
on 16 March 2026 and were signed on its behalf by:
Allan Pirie
Ingrid Stewart
Chief Executive Officer Chief Financial Officer
16 March 2026 16 March
2026
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Share Share premium Merger Share based payment reserve Retained earnings Total
capital £000 reserve £000 £000 £000
£000 £000
At 1 January 2024 3,997 14,115 38,318 2,538 2,613 61,581
Profit for the year - - - - 143 143
Total comprehensive income - - - - 143 143
Share based payment charge - - - 1,074 - 1,074
Issue of shares 19 - - - - 19
Dividends paid - - - - (883) (883)
At 31 December 2024 4,016 14,115 38,318 3,612 1,873 61,934
Profit for the year - - - - 20,204 20,204
Total comprehensive income - - - - 20,204 20,204
Share based payment charge - - - 1,146 - 1,146
Issue of shares 15 - - - - 15
Dividends paid - - - - (965) (965)
At 31 December 2025 4,031 14,115 38,318 4,758 21,112 82,334
The accompanying notes are an integral part of the Company financial
statements.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. Basis of preparation
Ashtead Technology Holdings plc ("the Company") is a public limited company
incorporated in the United Kingdom under the Companies Act 2006, whose shares
are traded on the London Stock Exchange. The financial statements of the
Company as at and for the year ended 31 December 2025 are presented under the
Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS 101"). The
prior year comparatives are for the year ended 31 December 2024. The Company
is domiciled in the United Kingdom and its registered address is c/o AMBA
Company Secretarial Services Limited, 4(th) Floor, One Kingdom Street,
Paddington Central, London, W2 6BD, United Kingdom.
The Company's financial statements are prepared under FRS 101 and take the
available exemptions from FRS 101 in conformity with Companies Act 2006 as
noted below:
• a cash flow statement and related notes;
• comparative period reconciliations;
• disclosures in respect of transactions with wholly-owned
subsidiaries;
• disclosures in respect of capital management;
• disclosures in respect of financial instruments;
• disclosures in respect of fair value measurement;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of the compensation of key management
personnel.
As the consolidated financial statements of the Group include equivalent
disclosures, the Company has also taken the exemptions under FRS 101 available
in respect of the disclosures under IFRS 2 related to Group-settled share
based payments.
The preparation of the financial statements requires the Directors to make
estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities.
The Company financial statements have been prepared in sterling, which is the
functional and presentational currency of the Company. All figures presented
are rounded to the nearest thousand (£000), unless otherwise stated.
The Company has limited expenditure, as it does not trade, which is generally
lower than the intercompany interest it receives, which is fixed in nature,
and financial projections for the Company show this dynamic continuing. The
Directors have used the going concern principle on the basis that the current
profitable financial projections and facilities of the Company and the
consolidated Group, of which the Company is the ultimate parent, will continue
in operation for a period not less than 12 months from the date of this
report.
2. Accounting policies
Investments
Investments in subsidiaries are measured at cost less any provision for
impairment. Annually, the Directors consider whether any events or
circumstances have occurred that could indicate that the carrying amount of
fixed asset investments may not be recoverable. If such circumstances do
exist, a full impairment review is undertaken to establish whether the
carrying amount exceeds the higher of net realisable value or value in use. If
this is the case, an impairment charge is recorded to reduce the carrying
value of the related investment.
The cost of investments in subsidiaries is determined by the historical cost
of investments in the subsidiaries of the Group transferred from the previous
owning entities, including transaction costs.
Trade and other receivables
Trade and other receivables are non-derivative financial assets that are
primarily held in order to collect contractual cash flows and are measured at
amortised cost, using the effective interest rate method, and stated net of
allowances for credit losses.
Trade and other payables
Trade and other payables are non-derivative financial liabilities that are
stated at amortised cost using the effective interest method and are
derecognised only when the obligation specified in the contract is discharged,
cancelled or expires.
Share capital
Ordinary Shares are classified as equity. Incremental costs directly
attributable to the issue of new shares are shown in equity as a deduction
from the proceeds.
Taxation
UK corporation tax is provided at amounts expected to be paid or recovered
using the tax rates and laws that have been enacted or substantively enacted
by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have
originated but not reversed at the balance sheet date, where transactions or
events that result in an obligation to pay more tax in the future or a right
to pay less tax in the future have occurred on the balance sheet date.
A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all evidence available, it can be regarded as more
likely than not that there will be suitable taxable profits against which to
recover carried-forward tax losses and from which the future reversal of
underlying temporary differences can be deducted.
Deferred tax is measured at the average rates that are expected to apply in
the periods in which the temporary differences are expected to reverse based
on the tax rates and laws that have been enacted or substantively enacted by
the balance sheet date. Deferred tax is measured on an undiscounted basis.
Share based payments
The Group has equity settled compensation plans. Equity settled share based
payments are measured at fair value at the date of grant. The fair value
determined at the grant date of the equity settled share based payments is
expensed over the vesting period, based on the Group's estimate of awards that
will eventually vest. Fair value is measured by the use of the Black-Scholes
and Monte Carlo option pricing models.
In the Company financial statements, the cost is recognised in investments
(Note 5), together with a corresponding increase in equity (share based
payment reserve), over the period in which the service and the performance
conditions are fulfilled (the vesting period). The cumulative expense
recognised for equity-settled transactions at each reporting date until the
vesting date reflects the extent to which the vesting period has expired and
the Group's best estimate of the number of equity instruments that will
ultimately vest. The increase or decrease to investments for a period
represents the movement in cumulative expense recognised as at the beginning
and end of that period.
Service and non-market performance conditions are not taken into account when
determining the grant date fair value of awards, but the likelihood of the
conditions being met is assessed as part of the Group's best estimate of the
number of equity instruments that will ultimately vest. Non-vesting conditions
are reflected in the fair value of an award and lead to an immediate expensing
of an award unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any
remaining element of the fair value of the award is expensed immediately
through profit or loss.
Critical estimates and judgements
The Directors do not consider there to be any critical estimates or any
significant judgements in the carrying amounts of asset and liabilities of the
Company.
3. Staff costs
The Company has no employees. Full details of the Directors' remuneration and
interests are set out in the Directors' Remuneration Report on pages 65 to 79
of the Annual Report
4. Share based payments
IPO LTIP
The IPO LTIP awards were granted on 5 September 2022 and comprise three equal
tranches, with the first tranche vested on the announcement of the annual
results for the year ended 31 December 2022, the second tranche vested on the
announcement of the annual results for the year ended 31 December 2023 and the
third tranche vested on the announcement of the annual results for the year
ended 31 December 2024. Certain senior managers from various Group companies
are eligible for nil cost share option awards with the Company granting the
awards. On exercise, the awards will be equity settled with Ordinary Shares
in the Company. The IPO LTIP share awards vesting is subject to the
achievement of a target annual Group Adjusted EPS and participants remaining
employed by the Group over the vesting period.
The outstanding number of awards at 31 December 2025 is 223,940 (2024:
310,358).
Share based payments Tranche 1 Tranche 2 Tranche 3
Expected term (years) 0.67 1.67 2.67
Weighted average remaining contractual life (years) 6.67 6.67 6.67
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the year 310,358 −
Granted − −
Exercised (86,418) −
Forfeited − −
Outstanding at the end of the year 223,940 −
Exercisable at the end of the year 223,940 −
The weighted average share price at the date of exercise was £5.011 for the
share options exercised during 2025.
LTIP awards
The first LTIP awards were granted on 4 May 2023, with vesting on the
announcement of the annual results for the year ended 31 December 2025.
Certain senior managers from various Group companies are eligible for nil cost
share option awards with the Company granting the awards and on exercise, the
awards will be equity settled with Ordinary Shares in the Company. The share
awards vesting is subject to the achievement of agreed Group Adjusted EPS,
ROIC and Total Shareholder Return (TSR) targets and participants remaining
employed by the Group over the vesting period. On 16 April 2024 new awards
were granted under the LTIP scheme and will vest on the announcement of the
annual results for the year ended 31 December 2026. On 25 September 2025 new
awards were granted under the LTIP scheme and will vest on the announcement of
the annual results for the year ended 31 December 2027.
The outstanding number of awards at 31 December 2025 is 941,468 (2024:
624,031).
Share based payments EPS ROIC TSR
Expected term (years) 3.02 / 3.06 / 2.50 3.02 / 3.06 / 2.50 3.02 / 3.06 / 2.50
Weighted average remaining contractual life (years) 7.34 / 8.29 / 9.73 7.34 / 8.29 / 9.73 7.34 / 8.29 / 9.73
Share based payments Number Weighted average exercise price (£)
of shares
Outstanding at beginning of the period 624,031 −
Granted 332,885 −
Exercised − −
Forfeited (15,448) −
Outstanding at the end of the period 941,468 −
Exercisable at the end of the period − −
5. Investments
2025 2024
£000 £000
Cost:
At the beginning of the period 29,775 44,851
Additions 52,529 1,074
Disposals - (16,150)
At the end of the year 82,304 29,775
The additions in 2025 include £1,146,000 (2024: £1,074,000) from the cost of
share based payment plans.
The additions in 2025 include a capital contribution of £51,383,000 in BP
INV2 Pledgeco Limited, which was not paid in cash but set off against the
intercompany balance owed by BP INV2 Pledgeco Limited to the Company.
The disposal in 2024 relates to a group reorganisation, which resulted in the
investment in Ashtead US Pledgeco Inc being transferred to BP INV2 Pledgeco
Limited at book value and settled by an intercompany loan included in amounts
owed by Group companies.
There were no indicators of impairment noted under IAS 36 and accordingly, no
impairment charge has been recognised.
Subsidiary undertakings are disclosed within Note 27 of the consolidated
financial statements.
6. Trade and other receivable
2025 2024
£000 £000
Amounts owed by Group companies 18 32,091
Group relief 120 90
Prepayments - 11
138 32,192
During 2025 the Company received a dividend of £20,000,000 from its
subsidiary BP INV2 Pledgeco Limited which was settled through an intercompany
receivable rather than in cash. Subsequently the Company increased its
investment in the subsidiary via a £51,383,000 capital contribution. This
was satisfied by the conversion of the £20,000,000 dividend receivable and an
additional £31,383,000 of intercompany balances, effectively clearing the
outstanding indebtedness between the entities.
Amounts owed by Group companies comprise intercompany balances with subsidiary
companies within the Group. The amounts owed by Group companies bear no
interest and are due on demand. IFRS 9 expected credit losses have been
assessed as immaterial in relation to this balance. Amounts owed by Group
companies are classified as non-current as the amounts are expected to be
repaid after more than 12 months of the reporting period.
7. Trade and other payables
2025 2024
£000 £000
Accruals 50 33
8. Share capital and reserves
Called up share capital
31 December 2025 31 December 2024
Allotted called up and fully paid No. £000 No. £000
Ordinary Shares of £0.05 each 80,624,196 4,031 80,313,838 4,016
Ordinary Share capital represents the number of shares in issue at their
nominal value. The holders of Ordinary Shares are entitled to receive
dividends as declared from time to time and are entitled to one vote per share
at meetings of the Company.
On 25 March 2025, the Company issued 310,358 (16 April 2024: 365,919) newly
authorised shares at a subscription price of £0.05 (being nominal value) to
the Employee Benefit Trust in anticipation of the vesting of the third tranche
of IPO LTIP share options. The shares are held by the Employee Benefit Trust
on the behalf of certain option holders and are non-voting until each of the
option holders choose to exercise their options at which point they are
transferred to the option holder and become voting shares. As of 31 December
2025, 223,940 shares (2024: 0) were held by the Company's Employee Benefit
Trust.
Share premium
Share premium represents the amount over the par value which was received by
the Company upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange
under which Ashtead Technology Holdings plc became the parent undertaking
prior to the IPO. The Company investment in subsidiary undertakings is the
book value from predecessor shareholders in the Group, with the difference
over the statutory share capital issued by the Company presented as the merger
reserve. The Company has applied merger relief.
Share based payment reserve
The share based payment reserve is built up of charges in relation to equity
settled share based payment arrangements which have been recognised within
investments in subsidiaries in the Company's balance sheet.
Retained earnings
The movement in retained earnings is as set out in the Company's statement of
changes in equity. Retained earnings represent cumulative profits or losses,
net of dividends and other adjustments.
Appendix 1
Reconciliation of Alternative Performance Measures
Reconciliation of Adjusted EBITDA
For the year ended 31 December
Notes 2025 2024
£000 £000
Adjusted EBITDA 82,425 69,451
Costs associated with move from AIM to main London Stock Exchange (1,554) -
Costs associated with M&A - (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on 1,258 -
collection
Other exceptional costs - (90)
Operating profit before depreciation, amortisation and foreign exchange 81,213 66,030
Depreciation on property, plant and equipment 11 (21,252) (17,850)
Depreciation on right-of-use asset 20 (2,040) (1,275)
Operating profit before amortisation and foreign exchange 57,921 46,905
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Operating profit 51,555 42,793
Reconciliation of Adjusted EBITA
For the year ended 31 December
Notes 2025 2024
£000 £000
Adjusted EBITA 59,133 50,326
Costs associated with move from AIM to main London Stock Exchange (1,554) -
Costs associated with M&A - (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on 1,258 -
collection
Other exceptional costs - (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Operating profit 51,555 42,793
Reconciliation of Adjusted Profit Before Tax
For the year ended 31 December
Notes 2025 2024
£000 £000
Adjusted Profit Before Tax 48,811 43,596
Costs associated with move from AIM to main London Stock Exchange (1,554) -
Costs associated with M&A - (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on 1,258 -
collection
Other exceptional costs - (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Profit before tax for the financial year 41,233 36,063
Reconciliation of Adjusted Profit After Tax
For the year ended 31 December
Notes 2025 2024
£000 £000
Adjusted Profit After Tax 39,777 36,109
Costs associated with move from AIM to main London Stock Exchange (1,554) -
Costs associated with M&A - (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on 1,258 -
collection
Other exceptional costs - (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Tax impact of the adjustments above 15 202
Profit for the financial year 32,214 28,778
Adjusted Profit After Tax is used to calculate the Adjusted basic earnings per
share and Adjusted diluted earnings per share in Note 9.
Throughout the annual report we use a range of financial and non-financial
measures to assess our performance. A number of the financial measures
including Adjusted EBITDA, Adjusted EBITA, Adjusted Profit Before Tax,
Adjusted Profit After Tax and Adjusted EPS are not defined under IFRS, so they
are considered Alternative Performance Measures ("APMs").
Management uses these measures to monitor the Group's financial performance
alongside IFRS measures because they help illustrate the underlying financial
performance and position of the Group. We use these measures, which are common
across the industry, for planning and reporting purposes. These measures are
also used in discussions with the investment analyst community and credit
rating agencies. Where relevant, the APMs exclude one-off items to aid
comparability with prior year metrics. We have explained the purpose of each
of these measures throughout the strategic report and included definitions on
page 139 of the Annual Report. Management uses APMs as they measure business
performance in a more consistent way.
These APM's should be considered in addition to, and not as a substitute for,
or as superior to, measures of financial performance, financial position of
cash flows reported in accordance with IFRS. APM's are not uniformly defined
by all companies, including those in the Group's industry. The underlying
measures may not be comparable across companies. The exclusion of one-off
items may result in underlying measures being materially higher or lower than
the statutory measures.
During 2025 the Group moved from AIM to the Main Market of the London Stock
Exchange, and management assessed the fees and associated costs from this move
to be one-off in nature.
Also during 2025 the Group performed a reorganisation which involved the hive
up of the trade and assets of Seascan Limited, J2 Subsea Limited, Geoscan
Group Limited and Seatronics Limited to Ashtead Technology Limited, and the
hive up of the trade and assets of Seatronics PTE Limited to Ashtead
Technology (South East Asia) PTE Limited, and the subsequent liquidation of
the Seatronics and J2 Subsea entities. In addition, the trade and assets of
Amazon Acquisitions Limited, an intermediate holding company, were hived up in
BP INV2 Pledgeco Limited, and Amazon Acquisitions Limited was subsequently
liquidated. The restructuring also involved moving the ownership of certain
subsidiary companies within the Group. Management assessed the restructuring
costs to be one-off in nature.
With ongoing integration of Seatronics, J2 Subsea and ACE Winches entities
into the Group ERP system (which itself was implemented in 2024) there were
some costs in 2025 to further enhance the system. Costs associated with the
implementation of the ERP system that do not meet the definition and
recognition criteria of an intangible asset under IAS 38, such as the
configuration and customisation of the Cloud based software, are expensed to
P&L. Given the nature of the enhancements is specific to the integration
of acquisitions, Management have assessed the software development costs to be
one-off in nature.
The provision for doubtful debts written back to the income statement on
collection relates to one customer balance which was fully provisioned between
2020 and 2022 and the funds received during 2025. See Note 25a for further
details. Due to the quantum involved and that the reversal relates to
impairment losses recognised in previous periods, management has assessed the
provision for doubtful debts written back to the income statement on
collection to be one-off in nature.
COMPANY INFORMATION
Directors
W M F C Shannon
A W Pirie
I Stewart
A R C Durrant
T Hamborg-Thomsen
J Cahuzac
K Færøvik
Company Secretary
AMBA Secretaries Limited
Auditor
BDO LLP
Statutory Auditor
55 Baker Street
London
W1U 7EU
Bankers
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
Citibank N.A.
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Clydesdale Bank plc
1 Queen's Cross
Aberdeen AB15 4XU
HSBC Bank plc
95-99 Union Street
Aberdeen AB11 6BD
The Royal Bank of Scotland plc
6(th) Floor
2 Marischal Square
Broad Street
Aberdeen AB10 1BL
Solicitors
White & Case LLP
5 Old Broad Street
London EC2N 1DW
Corporate brokers
Deutsche Bank AG
21 Moorfields
London EC2Y 9DB
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Registered office
c/o AMBA Company Secretarial Services Limited
4(th) Floor, One Kingdom Street
Paddington Central
London W2 6BD
Registered number: 13424040
Website
www.ashtead-technology.com
Definitions
Adjusted EBITA Adjusted earnings before interest, tax and amortisation (EBITA) is calculated
as operating profit adjusted to add back amortisation, foreign exchange
movements and items considered one-off in nature as described in the Appendix
to the accounts. Adjusted EBITA is an alternative performance measure used
by management and is not an IFRS disclosure
Adjusted EBITA margin Adjusted EBITA divided by revenue
Adjusted EBITDA Adjusted earnings before interest, tax depreciation and amortisation (EBITDA)
is calculated as operating profit adjusted to add back depreciation,
amortisation, foreign exchange movements and items considered one-off in
nature as described in the Appendix to the accounts. Adjusted EBITDA is an
alternative performance measure used by management and is not an IFRS
disclosure
Adjusted EPS Adjusted Profit after Tax divided by the weighted average number of Ordinary
Shares
Adjusted Profit After Tax Adjusted Profit After Tax is calculated as profit after tax adjusted to add
back amortisation, foreign exchange movements and items considered one-off in
nature, including the tax impact thereof, as described in the Appendix to the
accounts. Adjusted Profit After Tax is an alternative performance measure
used by management and is not an IFRS disclosure
Adjusted Profit Before Tax Adjusted Profit Before Tax is calculated as profit before tax adjusted for
amortisation, foreign exchange movements and items considered one-off in
nature as described in the Appendix to the accounts. Adjusted Profit Before
Tax is an alternative performance measure used by management and is not an
IFRS disclosure
Ashtead Technology Ashtead Technology Holdings plc (the "Company") and all of its subsidiaries
(also referred to as "Group")
CAGR Compound annual growth rate
Interest cover Adjusted EBITDA divided by Finance costs, excluding Amortisation of deferred
finance costs and Interest expense on lease liability, net of Finance income
Invested capital Average net debt plus average equity
Leverage Net debt divided by Adjusted EBITDA
Net debt Bank loans plus lease liabilities less cash at bank and in hand
One-off items Items that are non-recurring in nature
OEM Original equipment manufacturer
RCF Revolving Credit Facility
ROIC Adjusted EBITA divided by Invested capital
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. END FR JFMTTMTBBTRF
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