REG - CEPS PLC - Final Results
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RNS Number : 8750D CEPS PLC 12 May 2026
CEPS PLC
('CEPS' OR THE 'COMPANY' OR THE 'GROUP')
FINAL RESULTS
The Board of CEPS is pleased to announce its final results for the year ended
31 December 2025.
CHAIRMAN'S STATEMENT
I am pleased to present to shareholders the CEPS final accounts for the year
ended 31 December 2025, the 20th Annual Report.
Having spent the last few years working towards 'normalising' the companies in
the CEPS Group and their presentation in the Annual Report, I am afraid that
once again we have managed to make these accounts very difficult to
understand!
However, the principal reason for this is, of course, the crystallisation of
the major value in the ICA Group ('ICA'), a point to which I will return in
greater detail later.
Macro overview
As Harold Macmillan said whilst Prime Minister, "Events dear boy, events"
referring to the things that throw governments off-course. During the past 15
months, the United Kingdom and the wider world seem to have had their fair
share of extraordinary domestic events and seemingly 'cataclysmic' world
events that have ensured that all media forms have had plenty of material on
which to feast.
This last period has been no different. The planned short 'Special Military
Operation' instigated by Vladimir Putin's Russia on Ukraine is now into its
fifth year. The resilience of the Ukrainian people has been extraordinary as
they come through another harsh winter with compromised infrastructure. They
have now been striking back deep into Russia, and the war has been brought to
the doorsteps of Russians up to 1,000 kilometres away. Some reports now
suggest that Russia may be facing mounting strain, both in sustaining its
armed forces and in financing the continuation of the campaign.
Recently we have seen the United States President, having gained office
partially based on the promise of no more foreign wars, effecting partial
regime change in Venezuela and, more recently, throwing the Middle East into
turmoil with the major attack on Iran. On the face of it, this seemed to be
not thought through with no plan other than to run the Venezuelan 'play book'
again. However, it appears that Venezuela and Iran were supplying China with
material amounts of its oil at big discounts to world prices. With Venezuelan
oil exports now under the 'control' of the USA and shipments being blockaded
in the Middle East, the lack of supply will undoubtedly put pressure on China,
once it has utilised its large reserves, which might well be part of the
strategy.
The attack by the USA appears to have increased tensions in the ongoing
conflict between Israel and certain neighbouring regions. The whole Middle
East is in great turmoil now, and the impact of this conflict will start to be
felt across Europe on a lagged basis if things do not get resolved quickly.
It was evident to us that the UK economy was gently recovering from the
massive errors committed by the Labour Government over the first 18 months of
its term. There is no need to waste time here listing the multiple 'U-Turns'
that the Government has made reflecting a recognition that its original
decisions were wrong. The changes to Employer National Insurance costs have
had a severe impact on general commercial life, including on all the CEPS
companies.
The management of a separate private company in which I am involved has
responded to this increased cost burden by opting not to replace an individual
who was leaving anyway, has put up prices by 6% instead of a previously
planned 4.5% and reduced pay expectations from 4.5% to around 3.5%. So, in one
go, the Labour Government has managed to reduce employment, curtail earnings
growth and stoke inflation!
The latest economic indicators for the period up to the start of the Middle
East conflict had shown inflation continuing to fall, employment levels
rising, and growth in GDP ahead of expectations, all leading to an expectation
of further cuts in interest rates over the balance of 2026. Unfortunately, the
conflict in the Middle East will have major ramifications and, unless the
situation is resolved quickly, will have a negative lagged effect. The rise in
oil prices will lead to an increase in inflation and cause further caution
amongst British consumers.
However, it is important to put things in context. In the last year, the
British public was reported to have saved an estimated £192bn, and since the
Covid period in 2020, savings are believed to be close to £500bn. At this
time, it is expected that increased petrol costs could amount to some £5bn
per year.
It is interesting to note that the futures market price of oil and gas for six
months' time is significantly lower than the current elevated levels. This
reflects the market expectation that the current turmoil in the Middle East
will be resolved and that supply of oil and gas will be restored. It is also
evident that the supply of LNG has now been extended well beyond the original
estimates and that supply is likely to increase and prices should,
consequently, decline.
Financial review and performance of the CEPS Group
CEPS revenue increased to £32.84m from £31.56m, gross profits increased to
£14.13m from £13.29m whilst underlying operating profits (excluding
exceptional items) marginally declined from £2.42m to £2.37m. Underlying
earnings per share decreased from 2.94p to 2.00p (see note 4).
As a consequence of the ICA sales process, this has required presentation of
the Consolidated Statement of Comprehensive Income as continuing and
discontinued and the Consolidated and Company Statements of Financial Position
to be split between the respective assets and liabilities.
Aford Awards
The market in which Aford Awards operates has had another tough year.
Consequently, in our view, the performance by Aford Awards to produce a modest
decline in EBITDA for 2025 to £442,000 is a solid performance given the high
costs of the increase in the minimum wage and the associated national
insurance increases. These costs have had to be absorbed by the business.
Sales in 2025 were £3.85m as compared to £3.66m in 2024. The associated
EBITDAs were £442,000 and £556,000 respectively.
Signature Fabrics, the holding company for Friedman's and Milano International
The two companies together had sales of £6.03m as compared to £6.51m in
2024. The associated EBITDAs were a loss of £1.02m after a goodwill write-off
of £1.42m in 2025, and £567,000 in 2024. The underlying EBITDA (excluding
the goodwill write-off) was £395,000 for 2025.
Having restored Milano back to a breakeven position, the increased labour
costs (induced by the Government) have had a profound effect on the business.
As a result, Milano is no longer cost-competitive with comparable products
manufactured in China. While the quality of the Milano offering remains
demonstrably superior, its current cost base renders it uncompetitive in the
UK market. Action will, therefore, be required to restore Milano's
competitiveness.
ICA
As shareholders are aware from recent announcements, in March 2026 the share
capital of ICA was sold to a new company set up by Certania Holdings Gmbh for
an enterprise value of some £30.45m, with CEPS receiving £14.01m for its
equity and outstanding loan stocks.
The Board of CEPS has always been enthusiastic about ICA, its management team
and the prospects for the sector. However, in the early part of 2025 it became
clear, following a failed offer made to acquire another business, that the
scale of funding required to fulfil the future development opportunity in ICA
was beyond the financial capability of CEPS. Consequently, it was decided,
with the management team, to commence a sales process with a view to finding a
partner who would buy out CEPS and the external investors for cash and provide
an opportunity for the management team to further grow the business.
Whilst all parties try to maintain 'business as usual' during the lengthy
course of a sale process, status quo is the watchword. Shareholders will have
seen the announcement on 1 April 2025 by ICA which covered several important
matters. Firstly, it outlined an attractive 'bolt-on' acquisition of Align
Building Control and Align Group (UK) ('Align'). Align filled a geographical
gap in ICA's nationwide coverage and, whilst the brand name was retained, its
operations were absorbed into the existing group. The acquisition was funded
by a new loan from ICA's existing banker Santander which was repaid on the
sale of ICA.
At that time, a modest share reconstruction was announced which locked in an
equity share valuation of £12.00m for existing holders and then, when ICA was
sold, the balance of the consideration above £12.00m was participated in by
the existing shares and by a new class of shares which were held by the
working directors and certain senior employees. Essentially, this structure
was the equivalent of the introduction of a share option scheme. To summarise,
up to a value for the equity of £12.00m CEPS would receive 55.58% of the
consideration and above £12.00m CEPS would receive 50.70%.
ICA had another good year and sales were £23.00m in 2025 compared to £21.39m
in 2024. The associated EBITDAs were £2.51m (after exceptional costs relating
to the sale process of £360,000) and £2.65m respectively.
Share capital
There was no share issuance in the current year and, therefore, the issued
share capital remains at 21,000,000 shares as it has since September 2021.
Debt structure
In the accounts presented here the external debt in CEPS totals £4.95m. The
£2.00m loan from a third party, with a coupon of 7%, was extended in May 2025
by a further 12 months at 9% and was due to be repaid by 30 June 2026 or
earlier, at CEPS choice. The loan from Chelverton Asset Management Limited of
£2.95m remained with a coupon of 5% and was repayable with a notice period of
18 months. In a full year, the interest charge would be £327,500.
Cash held by the Company at the financial year end was £628,000 (2024:
£212,000) and Group cash was £1.11m (2024: £677,000).
Whilst at the year-end CEPS had external debt of £4.95m, as noted above, this
was repaid in full on 9 March 2026.
Cash in CEPS at the end of April 2026 was an elevated £9.2m, reflecting the
large cash receipt from the sale of ICA. This represents 43.66p per share.
Shareholder value creation
As part of the Board's deliberations on how to allocate the cash proceeds from
the sale of ICA, numerous factors have been considered.
Firstly, as shareholders will be aware, the Board decided to repay the
Company's outstanding debt immediately, as set out above.
Secondly, the Board is investigating the possibility of making further
acquisitions not only to add to the Aford Awards Group but also considering a
stand-alone acquisition to 'replace' the investment in ICA, although nothing
is under active consideration at this time.
Thirdly, recognising the fundamental change in the CEPS structure and scale
following the disposal of ICA, the Board considers it may be appropriate to
propose a return of capital to shareholders. The Board is considering various
options and will look to come forward with an appropriate strategy in due
course.
As stated in previous reports, the shareholder register of CEPS is made up of
many shareholders who have owned a relatively small number of shares for a
very long time. The Board has decided that, following the disposal of ICA,
which represented some two thirds of the sales of the CEPS Group, the
shareholder base should be provided with an opportunity to sell its shares in
a cost effective and simple manner.
I summarise the profit/value creation events:
1. Increase in the profits of the three subsidiaries
No increase as explained above
2. Self-funded 'bolt-on deals' in each of the three subsidiaries in
the manner that has occurred over the past five years
Acquisition of Align by ICA
3. Repayment of loan stocks from the subsidiaries, absent any
acquisitions
In April 2025 ICA repaid £610,000 of loan stock. No other loan stock
repayments took place.
4. Increase in CEPS' shareholdings in its subsidiary companies
No increase in the shareholdings.
5. Share buy backs and cancellation
There was no share buy back in the year.
6. Offer to buy a subsidiary
Overshadowing all other developments, the sale process of ICA commenced in
2025 and completed on 6 March 2026.
Share price
On the 12 May 2025 the share price was 21.00p. The share price as at 7 May
2026 was 43.00p
Outlook
Going forward in 2026, like everyone, we are hopeful that the conflict in the
Middle East is resolved quickly.
Once this occurs, several positive steps will be expected to follow. There
will be the continued anticipated decline in inflation, and it is to be hoped
this will lead to a steady, but regular, decline in interest rates in the
second half of the calendar year. Historically, that sort of environment has
been very positive for small company trading performance, confidence and
ultimately, of course, share prices.
As mentioned in my introduction, the global backdrop remains highly uncertain.
However, given this Government's disappointing performance during its first
two years in office, it is reasonable to expect, and hope, that it has learnt
from its mistakes and will improve its performance.
For the UK to make progress economically, the theories of Dr. Arthur B.
Laffer, as articulated in his recent excellent book 'Prosperity Through
Growth', need to be embraced by Government. The book's argument is that we
need to shrink public spending and cut taxes. Of course, there is little
likelihood that the current Government has the nerve and character to 'do the
right thing'. It is to be hoped that, at the very least, it does less that is
detrimental to the economy.
Having repaid all the external debt in CEPS and exploring an appropriate
strategy by which to return capital to shareholders, the next challenge to be
confronted by the Company is investing its large cash reserves in profitable
and attractive businesses which will develop the CEPS Group over the next few
years.
David Horner
Chairman
11 May 2026
The information contained within this announcement is deemed to constitute
inside information as stipulated under the retained EU law version of the
Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK
law by virtue of the European Union (Withdrawal) Act 2018. The information is
disclosed in accordance with the Company's obligations under Article 17 of the
UK MAR. Upon the publication of this announcement, this inside information is
now considered to be in the public domain.
The directors of the Company accept responsibility for the content of this
announcement.
Enquiries
CEPS PLC
Vivien Langford, Group Finance Director +44 1225 483030
SPARK Advisory Partners Limited
Mark Brady +44 20 3368 3551
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are not
based on historical facts but rather on the Directors' current expectations
and assumptions regarding the Company's future growth, results of operations,
performance, future capital and other expenditures (including the amount,
nature and sources of funding thereof), competitive advantages, business
prospects and opportunities. Such forward looking statements reflect the
Directors' current beliefs and assumptions and are based on information
currently available to the Directors.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2025
Continuing Discontinued
operations operations
Held for sale Total
2025 2025 2025
£'000 £'000 £'000
Revenue 9,879 22,957 32,836
Cost of sales (6,213) (12,490) (18,703)
Gross profit 3,666 10,467 14,133
Other operating income 8 - 8
Impairment of goodwill (1,419) - (1,419)
Administration expenses (3,898) (8,235) (12,133)
Operating (loss)/profit (1,643) 2,232 589
Analysis of operating (loss)/profit
Trading subsidiaries before exceptional costs 179 2,592 2,771
Exceptional costs (1,419) (360) (1,779)
Group net costs (403) - (403)
(1,643) 2,232 589
Finance income 6 4 10
Finance costs (534) (319) (853)
(Loss)/profit before tax (2,171) 1,917 (254)
Taxation 33 (529) (496)
(Loss)/profit and total comprehensive (expense)/income for the financial year (2,138) 1,388 (750)
Total comprehensive (expense)/income attributable to:
Owners of the parent (1,562) 825 (737)
Non-controlling interests (576) 563 (13)
(2,138) 1,388 (750)
(Loss)/earnings per share
basic and diluted (pence) (7.44)p 3.93p (3.51)p
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
YEAR ENDED 31 DECEMBER 2024
Continuing Discontinued
operations operations
Held for sale Total
2024 2024 2024
£'000 £'000 £'000
Revenue 10,167 21,391 31,558
Cost of sales (6,198) (12,070) (18,268)
Gross profit 3,969 9,321 13,290
Administration expenses (3,927) (6,947) (10,874)
Operating profit 42 2,374 2,416
Analysis of operating profit
Trading subsidiaries before exceptional costs 497 2,374 2,871
Exceptional costs (37) - (37)
Group net costs (418) - (418)
42 2,374 2,416
Finance income 1 4 5
Finance costs (469) (221) (690)
(Loss)/profit before tax (426) 2,157 1,731
Taxation 50 (483) (433)
(Loss)/profit and total comprehensive (expense)/income for the financial year (376) 1,674 1,298
Total comprehensive (expense)/income attributable to:
Owners of the parent (414) 994 580
Non-controlling interests 38 680 718
(376) 1,674 1,298
(Loss)/earnings per share
basic and diluted (pence) (1.97)p 4.73p 2.76p
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
Group Group Company Company
2025 2024 2025 2024
£'000 £'000 £'000 £'000
Assets
Non-current assets
Property, plant and equipment 726 931 11 16
Right-of-use assets 1,227 1,760 54 -
Intangible assets 3,976 11,603 - -
Investments - - 2,160 4,885
5,929 14,294 2,225 4,901
Current assets
Inventories 1,913 2,346 - -
Trade and other receivables 802 4,484 3,069 1,839
Corporation tax recoverable 28 - - -
Cash and cash equivalents 1,108 677 628 212
Current assets excluding assets classified as held for sale 3,851 7,507 3,697 2,051
Assets relating to disposal group classified as held for sale 12,735 - - -
Total current assets 16,586 7,507 3,697 2,051
Total assets 22,515 21,801 5,922 6,952
Equity
Capital and reserves attributable to owners of the parent
Called up share capital 63 63 63 63
Retained earnings 2,011 2,754 405 1,452
2,074 2,817 468 1,515
Non-controlling 1,983 2,149 - -
interests in equity
Total equity 4,057 4,966 468 1,515
Liabilities
Non-current liabilities
Borrowings 4,393 5,278 2,950 2,950
Lease liabilities 900 1,436 46 -
Trade and other payables 43 68 - -
Provisions 400 412 377 389
Deferred tax liability 204 312 - -
5,940 7,506 3,373 3,339
Current liabilities
Borrowings 2,412 3,432 2,000 2,000
Lease liabilities 451 505 7 -
Trade and other payables 1,469 3,789 68 94
Current tax liabilities 298 1,603 6 4
Total current liabilities excluding liabilities relating to disposal group 4,630 9,329 2,081 2,098
classified as held for sale
Liabilities relating to disposal group classified as held for sale 7,888 - - -
Total current liabilities 12,518 9,329 2,081 2,098
Total liabilities 18,458 16,835 5,454 5,437
Total equity and liabilities 22,515 21,801 5,922 6,952
The total comprehensive income within the parent company financial statements
for the year was a loss of £1,047,000 (2024: profit of £1,901,000).
CONSOLIDATED STATEMENT OF CASH FLOWS
YEAR ENDED 31 DECEMBER 2025
2025 2024
£'000 £'000
Group
Cash flows from operating activities
(Loss)/profit for the financial year (750) 1,298
Adjustments for:
Depreciation and amortisation 951 902
Impairment of goodwill 1,419 -
Loss/(profit) on disposal of fixed assets 1 (4)
Share based payment charge 215 -
Net finance costs 843 685
Taxation charge 496 433
Changes in working capital:
Movement in inventories 433 42
Movement in trade and other receivables (306) 353
Movement in trade and other payables 332 312
Movement in provisions (12) 12
Cash generated from operations 3,622 4,033
Corporation tax paid (466) (488)
Net cash generated from operations 3,156 3,545
Cash flows from investing activities
Interest received 10 5
Acquisition of businesses and subsidiaries including deferred consideration (900) (172)
paid
Purchase of property, plant and equipment (169) (142)
Proceeds from sale of assets 1 51
Purchase of intangible assets (203) (32)
Net cash used in investing activities (1,261) (290)
Cash flows from financing activities
Purchase of subsidiary shares from minority holders (374) (790)
Proceeds from borrowings 2,586 -
Loan issue costs paid (80) -
Repayment of borrowings (1,924) (1,425)
Dividends paid to non-controlling interests - (67)
Interest paid (822) (690)
Lease liability payments (551) (522)
Net cash used in financing activities (1,165) (3,494)
Net increase/(decrease) in cash and cash equivalents 730 (239)
Cash and cash equivalents at the beginning of the year 677 916
Cash and cash equivalents at the end of the year 1,407 677
Continuing operations 1,108
Discontinued held for sale assets 299
1,407
Major non-cash movements: there were £444,000 of non-cash additions to
right-of-use assets and lease liabilities in the year (2024: £293,000 of
non-cash additions to right-of-use assets and lease liabilities). In
connection with the restructuring of the Signature Fabrics group of companies,
£1,068,000 of loans were assumed by the minority shareholders in the prior
year 2024.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
YEAR ENDED 31 DECEMBER 2025
Share capital Share premium Retained earnings Attributable to owners of the parent Non-controlling interest Total equity
£'000 £'000 £'000 £'000 £'000 £'000
At 1 January 2024 2,100 7,017 (6,931) 2,186 3,407 5,593
Profit for the year - - 580 580 718 1,298
Total comprehensive income for the financial year - - 580 580 718
1,298
Capital reduction in the year (2,037) (7,017) 9,054 - - -
Changes in ownership interest in subsidiaries 51 51 (1,909) (1,858)
Dividends paid in respect of non-controlling interests - - - - (67) (67)
At 31 December 2024 63 - 2,754 2,817 2,149 4,966
Loss for the year - - (737) (737) (13) (750)
Total comprehensive expense for the financial year - - (737) (737) (13)
(750)
Share based payments - - 120 120 95 215
Changes in ownership interest in subsidiaries - - (126) (126) (248) (374)
At 31 December 2025 63 - 2,011 2,074 1,983 4,057
Share capital comprises the nominal value of shares subscribed for.
Share premium represents the amount above nominal value received for shares
issued, less transaction costs.
Retained earnings comprise accumulated comprehensive income for the current
year and prior periods attributable to the parent, less dividends paid.
Non-controlling interest represents the element of retained earnings which is
not attributable to the owners of the parent.
Notes to the financial information
1. General information
CEPS PLC (the 'Company') is a company incorporated and domiciled in England
and Wales. The Company is a public company limited by shares, which is listed
on the AIM market of the London Stock Exchange. The address of the registered
office is 11 Laura Place, Bath BA2 4BL.
The principal activities of the Company are that of a holding company for
service and manufacturing companies, acquiring stakes in stable, profitable
and steadily growing entrepreneurial companies.
The financial statements are presented in British Pounds Sterling (£), the
currency of the primary economic environment in which the Group's activities
are operated and are reported in £'000. The Group comprises CEPS PLC and its
subsidiary companies. The financial statements are to the year ended 31
December 2025.
The registered number of the Company is 00507461.
The principal accounting policies applied in the preparation of these
consolidated financial statements are set out below. These policies have been
consistently applied throughout the year, unless otherwise stated.
Basis of preparation and going concern
This announcement is an extract from the consolidated financial statements of
the Company for the year ended 31 December 2025 and comprises the Company and
its subsidiaries. The consolidated financial statements were authorised for
issue on 11 May 2026. The financial information set out below does not
constitute the Company's statutory accounts for the years ended 31 December
2024 or 2025 within the meaning of Section 434 of the Companies Act 2006, but
is derived from those accounts. Statutory accounts for 2024 have been
delivered to the Registrar of Companies and those for 2025 will be delivered
following the Company's Annual General Meeting. The auditor's reports on the
statutory accounts for the years ended 31 December 2024 and 31 December 2025
were unqualified and do not contain statements under s498(2) or (3) Companies
Act 2006.
These financial statements have been prepared on a going concern basis under
the historical cost convention in accordance with UK-adopted International
Accounting Standards ('UK-adopted IAS'), IFRIC interpretations and the
Companies Act 2006 as applicable to companies reporting under UK-adopted IAS.
The preparation of financial statements in conformity with UK-adopted IAS
requires the use of certain critical accounting estimates. It also requires
management to exercise its judgement in the process of applying the Group's
accounting policies.
Going concern
The directors have considered the going concern basis of the Company and of
the Group for a period of 12 months from the reporting date utilising detailed
forecasts of the trading performance and the financial position to the end of
2027. The Aford Awards and Signature Fabrics Group sub-groups service their
bank and shareholder held debt from cash generated in the trading subsidiaries
which continued to trade at a level sufficient to meet the interest cash
flows. Whilst the continuing group incurred a loss for the year, the sale of
the ICA group in March 2026 resulted in net cash inflow of over £13m allowing
£5m of debt to be repaid and providing the resources to invest in the growth
of the continuing operations.
Critical accounting assumptions, judgements and estimates
The directors make estimates and assumptions concerning the future. They are
also required to exercise judgement in the process of applying the Company's
accounting policies. Estimates and judgements are continually evaluated and
are based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances.
The judgements, estimates and assumptions that have a significant risk of
causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year are assessed below:
a) Impairment of intangible assets (including goodwill)
The Group tests annually whether goodwill has
suffered any impairment, and evaluates other intangible assets for indicators
of impairment in accordance with its accounting policy. The recoverable
amounts of the cash-generating units have been determined based on
value-in-use calculations. The calculations require the use of estimates.
b) Impairment of investments (including loans)
The Company assesses the impairment of investments whenever events or changes
in circumstances indicate that the carrying value may not be recoverable.
Factors considered important that could trigger an impairment review include a
significant underperformance relative to historical or projected future
operating results and significant negative industry or economic trends.
The assessment would include judgement over industry trends and forecasts
using estimates.
c) Leases
Management utilise judgement in respect of any option clauses in leases and
whether such an option to extend would be reasonably certain to be exercised.
Management consider all facts and circumstances including past practice, costs
of alternatives and future forecasts to determine the lease term. Management
also apply judgement and estimation in assessing the discount rate, which is
based on the incremental borrowing rate. These judgements impact on the lease
term and associated lease liabilities.
d) Recognition of revenue in respect of services
Revenue is recognised in the period in which the services are provided in
accordance with the stage of completion of the contract. This requires a
degree of estimation in respect of the stage of completion and time required
to complete the services, but is based on significant experience and data from
completed services.
e) Acquisitions
Fair values have been applied on the acquisition of businesses which involve a
degree of judgement and estimation, in particular in the identification and
evaluation of intangible assets including customer relationships. The values
recognised are derived from discounted cash flow forecasts and assumptions
based on experience and estimated factors relevant to the nature of the
business activity.
Where contingent consideration arises in respect of acquisitions, the best
estimate of further payments to be made is accrued. The actual trading results
may result in different amounts being payable and subsequent adjustments to
the deferred consideration.
f) Provisions
Dilapidations provisions are by their nature specific to individual
properties, can be open to interpretation of the lease terms and to a degree
of estimation in respect of the potential reinstatement costs. As a result,
the outcome of such claims can vary from the provisions made.
g) Held for sale classification
A critical judgement is made in respect of the point where a disposal group is
classified as held for sale. This was judged to be in October 2025 when an
acceptable offer was received from a buyer with the necessary funds and
exclusivity was granted.
2. Segmental analysis
The Chief Operating Decision-Maker ('CODM') of the Group is its Board. Each
operating segment regularly reports its performance to the Board which, based
on those reports, allocates resources to and assesses the performance of those
operating segments.
The operating segments set out below are the only level for which discrete
information is available or utilised by the CODM.
Operating segments and their principal activities are as follows:
Aford Awards, a sports trophy and engraving company;
Signature Fabrics, comprising Friedman's, a convertor and distributor of
specialist lycra, and Milano International (trading as Milano Pro-Sport), a
designer and manufacturer of leotards;
ICA Group, comprising Align, Cook Brown, Hickton Quality Control, Morgan
Lambert and Qualitas Compliance, providers of services to the construction
industry.
Group costs, assets and liabilities are not allocated to segments as they
represent costs incurred at Head Office level together with related assets and
liabilities which are primarily funding balances which support the investments
in the trading subsidiary groups.
The United Kingdom is the main country of operation from which the Group
derives its revenue and operating profit and is the principal location of the
assets and liabilities of the Group.
The Board assesses the performance of each operating segment by a measure of
adjusted earnings before interest, tax, Group costs, depreciation and
amortisation and, when applicable, exceptional costs (EBITDA). Other
information provided to the Board is measured in a manner consistent with that
in the financial statements.
i) Results by segment
Aford Signature Held for sale ICA Total
Awards
Fabrics
Group
Group
2025 2025 2025 2025
£'000 £'000 £'000 £'000
Revenue 3,851 6,028 22,957 32,836
Expenses excluding exceptional costs (3,409) (5,633) (20,086) (29,128)
Exceptional costs including impairment loss - (1,419) (360) (1,779)
Segmental result (EBITDA) 442 (1,024) 2,511 1,929
Depreciation and amortisation charge (176) (118) (135) (429)
IFRS 16 depreciation (106) (257) (145) (508)
Group costs (403)
Net finance costs (including IFRS 16) (843)
(Loss) before taxation (254)
Taxation (496)
(Loss) for the year (750)
Aford Signature Held for sale ICA Total
Awards
Fabrics
Group
Group
2024 2024 2024 2024
£'000 £'000 £'000 £'000
Revenue 3,658 6,509 21,391 31,558
Expenses (3,102) (5,942) (18,746) (27,790)
Segmental result (EBITDA) 556 567 2,645 3,768
Depreciation and amortisation charge (151) (130) (120) (401)
IFRS 16 depreciation (90) (256) (150) (496)
Group costs (455)
Net finance costs (including IFRS 16) (685)
Profit before taxation 1,731
Taxation (433)
Profit for the year 1,298
ii) Assets and liabilities by segment as at 31
December
Segment assets Segment liabilities Segment net assets/(liabilities)
2025 2024 2025 2024 2025 2024
£'000 £'000 £'000 £'000 £'000 £'000
Continuing
Aford Awards 3,892 4,087 (1,622) (1,858) 2,270 2,229
Signature Fabrics 5,180 7,016 (3,494) (3,472) 1,686 3,544
Discontinued - held for sale
ICA Group 12,735 10,322 (7,888) (5,958) 4,847 4,364
Continuing - unallocated
CEPS Group 708 265 (5,454) (5,436) (4,746) (5,171)
Total - Group 22,515 21,690 (18,458) (16,724) 4,057 4,966
(iii) Revenue by geographical destination
2025 2024
£'000 £'000
UK 31,284 30,038
Europe 1,169 1,095
Rest of world 383 425
32,836 31,558
(iv) Revenue by nature
2025 2024
£'000 £'000
Continuing
Products - recognised at a point in time 9,879 10,167
Discontinued - held for sale
Services - recognised over time delivered 22,957 21,391
32,836 31,558
3. Taxation
2025 2024
£'000 £'000
Analysis of taxation in the year:
Current tax
Tax on profits of the year 541 508
Tax deducted at source on pension surplus - (9)
Tax in respect of prior years 14 28
Total current tax 555 527
Deferred tax
Current year deferred tax movement (63) (59)
Tax in respect of prior years 4 (35)
Total deferred tax (59) (94)
Total tax charge 496 433
The tax assessed for the year is higher than (2024: equal to) the average
standard rate of corporation tax in the UK of 25% (2024: 25%).
Factors affecting tax:
Loss from continuing operations before tax (2,171) (426)
Profit from discontinued held for sale disposal group 1,917 2,157
(Loss)/profit before taxation (254) 1,731
(Loss)/profit multiplied by the average standard rate of UK tax of 25% (2024: (64) 433
25%)
Effects of:
Impairment loss not tax deductible 355 -
Other expenses not tax deductible 86 15
Adjustments to tax in prior periods 18 (7)
Deferred tax not recognised 101 (8)
Total tax charge 496 433
Tax attributable to:
Loss from continuing operations before tax (33) (50)
Profit from discontinued held for sale disposal group 529 483
496 433
The corporation tax rate of 25% in the UK continues to be in effect with no
current proposed change. The rate of 25% is accordingly applied to UK deferred
taxation balances at 31 December 2025 (2024: 25%).
There are tax losses carried forward in the Company of approximately
£2,000,000 (2024: £2,000,000) and of £2,400,000 in the Group (2024:
£2,100,000).
4. Earnings per share
Basic earnings per share is calculated on the loss for the year after taxation
from continuing operations attributable to the owners of the parent of
£1,818,000 (2024: profit of £351,000) and on 21,000,000 (2024: 21,000,000)
ordinary shares, being the weighted number in issue during the year.
There are no potentially dilutive shares in the Group.
An underlying earnings per share has also been calculated for the year in view
of a number of exceptional one-off and non-recurring expenses that have
occurred in ICA Group Limited in preparation for a sale that occurred post
year end and in view of a significant one-off impairment loss in respect of
the goodwill related to part of the continuing businesses. The ICA Group costs
comprised transaction expenses for an acquisition made in April 2025,
professional fees related to the sale process, together with a share-based
payment charge for shares issued to employees in April 2025.
Continuing Discontinued Held for sale Total
2025 2025 2025
£'000 £'000 £'000
(Loss)/Profit for the year (2,138) 1,388 (750)
Impairment loss 1,419 - 1,419
Acquisition expenses - 45 45
Transaction and restructuring related costs - 100 100
Share based payment charges - 215 215
(719) 1,748 1,029
115 (723) (608)
(604) 1,025 421
Underlying earnings per share (2.88)p 4.88p 2.00p
Continuing Discontinued Held for sale Total
2024 2024 2024
£'000 £'000 £'000
(Loss)/Profit for the year (376) 1,674 1,298
Pension Scheme Charge 37 - 37
Non-controlling interests (339) 1,674 1,335
(38) (680) (718)
(377) 994 617
Underlying earnings per share (1.79)p 4.73p 2.94p
5. Property, plant and equipment
Freehold Leasehold Plant Motor Total
property property improvements And vehicles
machinery
£'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2024 398 511 918 - 1,827
Additions at cost - 1 135 6 142
Transfer from right of use assets - - 105 -
Disposals - - (94) - (94)
At 31 December 2024 398 512 1,064 6 1,980
Additions at cost - 36 133 - 169
On acquisition - - 3 - 3
Disposals - - (42) - (42)
Transfer to held for sale assets - (149) (631) - (780)
At 31 December 2025 398 399 527 6 1,330
Accumulated depreciation
At 1 January 2024 8 322 523 - 853
Charge for the year 8 42 150 1 201
Transfer from right of use assets - - 71 -
Disposals - - (76) - (76)
At 31 December 2024 16 364 668 1 1,049
Charge for the year 8 40 149 1 198
Disposals - - (40) - (40)
Transfer to held for sale assets - (115) (488) - (603)
At 31 December 2025 24 289 289 2 604
Net book amount
At 31 December 2025 374 110 238 4 726
At 31 December 2024 382 148 396 5 931
6. Right-of-use assets
Leasehold Plant Motor Total
property And vehicles
machinery
£'000 £'000 £'000 £'000
Cost
At 1 January 2024 2,421 492 197 3,110
Additions at cost 98 156 39 293
Transfer to owned fixed assets - (105) -
Disposals at the end of the lease term (80) (33) - (113)
At 31 December 2024 2,439 510 236 3,185
Additions at cost 297 147 - 444
Disposals at the end of the lease term - (30) - (30)
Transfer to held for sale assets (692) - (192) (884)
At 31 December 2025 2,044 627 44 2,715
Accumulated depreciation
At 1 January 2024 898 178 9 1,085
Charge for the year 330 106 59 495
Transfer to owned fixed assets - (71) - (71)
Disposals at the end of the lease term (80) (4) - (84)
At 31 December 2024 1,148 209 68 1,425
Charge for the year 356 102 59 517
Disposals at the end of the lease term - (30) - (30)
Transfer to held for sale assets (318) - (106) (424)
At 31 December 2025 1,186 281 21 1,488
Net book amount
At 31 December 2025 858 346 23 1,227
At 31 December 2024 1,291 301 168 1,760
At the year end, assets held under hire purchase contracts and capitalised as
plant and machinery right-of-use assets have a net book value of £368,000
(2024: £330,000).
The depreciation of £108,000 (2024: £96,000) in respect of these has been
charged to cost of sales in the Consolidated Statement of Comprehensive
Income.
7. Business combinations and held for sale disposal group
Acquisition in 2025 of Align Building Control Limited and Align Group (UK)
Limited
On 1 April 2025, a subsidiary, ICA Group Limited, acquired Align Building
Control Limited and Align Group (UK) Limited. These provide building control
services.
The acquisition has been accounted for using the acquisition method of
accounting. All book values were considered to represent book values with a
fair value adjustment made in respect of customer relationships amounting to
£133,000 together with a related deferred tax liability of £33,000. Goodwill
of £1,369,000 arises primarily in respect of the workforce skills and their
ability to generate income. Acquisition expenses of £45,000 were incurred and
have been expensed as an exceptional administrative cost in the year.
The following table shows the fair value of assets and liabilities included in
the consolidated statements at the date of acquisition:
Fair value
£'000
Identifiable assets and liabilities
Intangible assets 133
Tangible fixed assets 3
Debtors 134
Corporation tax 12
Cash 155
Creditors (271)
Bank loans (25)
Deferred taxation (33)
108
Goodwill 1,369
1,477
Consideration
Cash consideration paid at completion 899
Loan notes issued to seller 118
Deferred consideration 460
1,477
The cash outflow at the date of acquisition, net of the cash acquired, was
£744,000. Deferred consideration payable over three years is included in
other payables.
The acquired companies contributed £1,365,000 of revenue for the nine months
in 2025 after the acquisition date and a profit of £375,000 before tax
(excluding the amortisation of intangible assets). If it had been included
from 1 January 2025, Group revenue would have been £516,000 higher and the
profit before tax approximately £95,000 higher.
£68,000 of deferred consideration was also paid subsequently in 2025 together
with £88,000 of deferred consideration in respect of businesses acquired in
earlier periods.
Acquisition in 2024 of Millennium Awards Limited trading as Online Trophies
On 11 November 2024, a subsidiary, Aford Awards Limited, acquired the trade
and customer lists of Millennium Awards Limited. This supplies trophies,
awards and medals.
This acquisition was accounted for using the acquisition method of accounting.
Fair value adjustments were made in respect of customer relationships
amounting to all of the consideration of £138,000, together with a related
deferred tax liability of £34,000, resulting in goodwill of £34,000.
The following table shows the fair value of assets and liabilities included in
the consolidated statements at the date of acquisition:
Fair value
£'000
Identifiable assets and liabilities
Intangible assets 138
Deferred taxation (34)
104
Goodwill 34
138
Consideration
Cash consideration paid at completion 35
Deferred contingent consideration 103
138
The cash outflow at the date of acquisition was £35,000 with forecast
deferred contingent consideration payable of £103,000 contingent on sales
over the five years following the acquisition. Deferred consideration is
included in other payables.
The business contributed £11,000 of revenue for the two months in 2024 after
the acquisition date. It is integrated into the overall Aford Awards business
and generates similar margins. If it had been included from 1 January 2024,
Group revenue would have been £130,000 higher and operating profit
approximately £50,000 higher.
£137,000 of deferred consideration was also paid in 2024 in respect of
businesses acquired in earlier periods.
Held for sale disposal group
The Group decided to sell and realise its shareholding in the ICA Group
Limited in 2025 and the sale became highly probable once an acceptable offer
and exclusivity was agreed with Certania Holding GmbH in October 2025. Whilst
not subject to an unconditional contract in the year, the sale was concluded
on 6 March 2026 and, in accordance with the commitment to sell made before 31
December 2025, the assets and liabilities of this disposal group are recorded
as held for sale. The trading results are presented as discontinued activity
and, in view of the size of this segment compared to the continuing
businesses, this is shown on the face of the Consolidated Statement of
Comprehensive Income.
The assets and liabilities of the ICA Group held for sale at 31 December 2025
are as follows:
Assets £'000
Property, plant and equipment 177
Right of use assets 460
Intangible assets including goodwill 7,677
Trade and other receivables 4,122
Cash and cash equivalents 299
Assets relating to disposal group classified as held for sale 12,735
Liabilities
Non-current liabilities
Borrowings (1,453)
Lease liabilities (358)
Trade and other payables (254)
Deferred tax liability (82)
Current liabilities
Borrowings (1,208)
Lease liabilities (125)
Trade and other payables (2,975)
Current tax liabilities (1,433)
Liabilities relating to disposal group classified as held for sale (7,888)
The cash flows from the disposal group held for sale were as follows:
Year ended 31 December 2025 Year ended 31 December 2024
£'000 £'000
Net cash generated from operations 2,253 2,225
Net cash used in investing activities (1,171) (86)
Net cash used in financing actives (832) (2,122)
Net increase in cash and cash equivalents 250 17
8. Intangible assets Business combination assets
Goodwill Customer relationship assets Website Software, licences and website assets Total
assets
£'000 £'000 £'000 £'000 £'000
Cost
At 1 January 2024 10,942 981 190 512 12,625
On acquisition 34 138 - - 172
Additions at cost - - - 32 32
At 31 December 2024 10,976 1,119 190 544 12,829
On acquisition 1,369 133 - - 1,502
Additions at cost - - - 203 203
Transfer to held for sale assets (7,308) (483) (341) (8,132)
At 31 December 2025 5,037 769 190 406 6,402
Accumulated amortisation and impairment
At 1 January 2024 172 480 65 303 1,020
Amortisation charge - 128 38 40 206
At 31 December 2024 172 608 103 343 1,226
Amortisation charge - 160 38 38 236
Impairment charge 1,419 - - - 1,419
Transfer to held for sale assets (172) (220) (63) (455)
At 31 December 2025 1,419 548 141 318 2,426
Net book amount
At 31 December 2025 3,618 221 49 88 3,976
At 31 December 2024 10,804 511 87 201 11,603
Goodwill is not amortised under IFRS, but is subject to impairment testing.
Any impairment charges are included in administration expenses and separately
disclosed.
Customer relationship related assets and other intangibles in respect of
computer software, website costs and licences are amortised over their
estimated economic lives. The annual amortisation charge is expensed to cost
of sales in the Consolidated Statement of Comprehensive Income.
Impairment tests for goodwill
The Group tests goodwill arising on the acquisition of a subsidiary annually
for impairment or more frequently if there are indications that goodwill may
be impaired.
For the purpose of impairment testing, goodwill is allocated to the Group's
cash generating units (CGUs) on a business segment basis where businesses are
fully integrated and by company where they are identifiable within a segment.
The ICA Group goodwill has been fully realised and with a profit arising on
disposal post year end.
Continuing Operations Held for sale
Aford Friedman's Milano ICA Total
Awards
Group
£'000 £'000 £'000 £'000 £'000
Goodwill
At 31 December 2025 1,871 1,483 264 7,136 10,754
At 31 December 2024 1,871 1,483 1,683 5,767 10,804
The recoverable amount of each CGU is based on value-in-use calculations.
These calculations use cash flow projections based on financial budgets
approved by management covering a five-year period. Cash flows beyond five
years are assumed to increase only by a long-term growth rate of 2.5%. A
discount rate of 13.4% has been applied to Friedman's, 16.1% to Milano
International and 14.2% to Aford Awards, representing the estimated post-tax
cost of capital (2024: 13.7%).
The increased discount rates reflect a revised market based debt to equity
ratio (lower than the actual ratios within the CGUs which utilise significant
shareholder fixed rate debt) and higher CGU specific risk premiums in 2025.
Management has determined the budgeted revenue growth and gross margins based
on past performance and their expectations of market developments in the
future. Long-term growth rates are based on the UK long-term growth rate and
management's general expectations for the relevant CGU. The applied discount
rate is also a key judgement in the calculation.
The Milano International business has encountered more difficult trading
conditions and markets, with a loss incurred in 2025, and the 31 December 2025
impairment test indicated an impairment of £1,419,000 which has been recorded
against the respective goodwill of £1,871,000.
An increase of 1% in the discount rate would increase the impairment by
£70,000. In respect of Friedman's, the goodwill would only be impaired if the
discount rate was 2% higher.
In respect of Aford Awards, the value-in-use calculation gives rise to
sufficient headroom such that reasonable changes in the key assumptions do not
eliminate the headroom.
9. Share capital and share premium
Number of shares Ordinary £0.10 shares Share premium Total
£'000 £'000 £'000
At 31 December 2023 21,000,000 2,100 7,017 9,117
Capital reduction (2,037) (7,017) (9,054)
At 31 December 2024 and 2025 21,000,000 63 - 63
In March 2024, a special resolution was passed to reduce the nominal value of
each share from 10 pence to 0.3 pence and to cancel the share premium
resulting in a total nominal value of £63,000, no share premium and with an
amount of £9,054,000 transferred to retained earnings.
10. Related Party Transactions
During the year the Company entered into the following transactions with its
subsidiaries.
Aford Awards Group Holdings Limited Signature Fabrics Holdings Limited and subsidiaries ICA Group Limited subsidiaries
£'000 £'000 £'000
Loan interest receivable
- 2025 76 260 112
- 2024 76 85 184
Management charge income receivable
- 2025 20 35 25
- 2024 20 35 25
Dividends received
- 2025 - - -
- 2024 - 83 -
Amount owed to the Company
- 31 December 2025 1,235 3,381 1,254
- 31 December 2024 1,235 3,384 1,864
The Company is under the control of its shareholders and not any one
individual party.
The restructuring of the Signature Fabrics group on 29 October 2024 with a new
intermediate holding company, Signature Fabrics Holdings Limited, used to
acquire Signature Fabrics Limited, resulted in £2,132,500 of loan notes being
issued to the Company, increasing the amounts receivable from this sub group.
As part of the transaction D and H Kaitiff reduced their shareholdings from a
combined 45% to 25% and received the new loan notes of £390,000 and
£577,500. D Kaitiff also received £710,000 in cash for his shares and was
owed a further £100,000, left as a short term loan at 31 December 2024 and
2025. A provision of £860,000 has been made against the loan notes receivable
(2024: no provision).
At the year end the parent company owed a loan of £2,950,000 (2024:
£2,950,000) and accrued interest of £nil (2024: £nil) to an entity with
common shareholders and interest of £147,000 (2024: £146,000) was charged on
this loan during the year. The loan is guaranteed by D A Horner. This entity
also recharged the parent company £4,000 (2024: £17,000) in respect of staff
time utilised.
At the year end the Company owed £2,000,000 to a third party (2024:
£2,000,000). Interest of £165,000 (2023: £140,000) was charged on the third
party loan during the year. The loan is guaranteed by D A Horner.
At the year end the Company owed £nil (2024: £nil) to a director, D A
Horner. A loan of £192,000 was unsecured, interest free and repaid in 2024.
At the year end amounts owed to directors of subsidiary companies and their
close family members in respect of acquisition loan notes amounted to
£2,071,000 (2024: £2,386,000). Interest payable on these loans in the year
amounted to £169,000 (2024: £144,000).
At the year end amounts owed to directors of subsidiary companies in relation
to loans amounted to £240,000 (2024: £240,000). Interest paid on these loans
in the year amounted to £7,000 (2024: £7,000).
These amounts are analysed below:
At 31 December 2025 Amount Interest Interest
Related party Company Position £'000 £'000 %
R Ferguson Aford Awards Limited Director 62 4 7
R Ferguson Aford Awards Limited Director 90 5 5
P Wood Aford Awards Limited Director 63 4 7
P Wood Aford Awards Limited Director 50 3 5
J Ford Aford Awards (Holdings) Limited Former Director 69 6 8
D Kaitiff Signature Fabrics Holdings Limited Former Director 390 31 8
D Kaitiff Signature Fabrics Holdings Limited Former Director 100 - -
H Kaitiff Signature Fabrics Holdings Limited Director 578 46 8
M Brown ICA Group Limited Director 219 20 8
J Cook ICA Group Limited Director 311 28 8
A Mobbs ICA Group Limited Former Director 149 13 8
J Pryke ICA Group Limited Director 230 17 8
2,311 177
At 31 December 2024 Amount Interest Interest
Related party Company Position £'000 £'000 %
R Ferguson Aford Awards Limited Director 62 4 7
R Ferguson Aford Awards Limited Director 90 5 5
P Wood Aford Awards Limited Director 63 4 7
P Wood Aford Awards Limited Director 50 3 5
J Ford Aford Awards (Holdings) Limited Former Director 90 7 8
D Kaitiff Signature Fabrics Holdings Limited Former Director 390 5 8
D Kaitiff Signature Fabrics Holdings Limited Former Director 100 - -
H Kaitiff Signature Fabrics Holdings Limited Director 578 8 8
M Brown ICA Group Limited Director 328 33 8
J Cook ICA Group Limited Director 451 42 8
A Mobbs ICA Group Limited Former Director 223 22 8
J Pryke ICA Group Limited Director 201 18 8
2,626 151
11. Post balance sheet events
On 6 March 2026 a subsidiary, ICA Group Limited, was sold to the Certania
Holding GmbH. Loans of £1,250,000 owed by ICA Group to the Company were
repaid together with interest to that date and the Company received proceeds,
net of transaction costs, of £12,400,000 for its investment in the shares. A
profit of approximately £11,000,000 was realised in the Group accounts.
On 10 March 2026, loan liabilities of £2,000,000 and £2,950,000 were repaid
by the Company, utilising £4,950,000 of the cash proceeds from the ICA
disposal.
12. Distribution of the Annual Report and Notice of AGM
A copy of the Annual Report 2025, together with a notice of the Company's
Annual General Meeting ('AGM') to be held at 11:30am on Monday 15 June 2026 at
11 Laura Place, Bath BA2 4BL, will be sent to all shareholders on Wednesday 13
May 2026, Further copies will be available to the public from the Company
Secretary at the Company's registered address at 11 Laura Place, Bath BA2 4BL
and from the Group website, www.cepsplc.com (http://www.cepsplc.com) .
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Ceps
See all newsREG - CEPS PLC - Final Results
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AnnouncementREG - CEPS PLC - ICA Group Disposal Update
AnnouncementREG - CEPS PLC - Result of General Meeting
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