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REG - Coats Group PLC - 2025 Full Year Results

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RNS Number : 4037V  Coats Group PLC  05 March 2026

5 March 2026

Coats Group plc 2025

Full Year Results

Continued market outperformance, strong margin progression and significant free cash generation

 

 

Coats Group plc ('Coats' or the 'Group'), a world-leading Tier 2 supplier of
critical components to the apparel and footwear industries, today announces
its audited results for the year ended 31 December 2025.

 

 Continuing operations               2025     20241    Reported  CER  Organic CER
 Revenue                             $1,465m  $1,433m  2%        3%   0%
 Adjusted2
 EBIT5                               $290m    $272m    7%        7%   3%
 EBIT Margin                         19.8%    19.0%
 Basic earnings per share            9.3c     9.7c     (5)%
 Reported3
 EBIT5                               $241m    $224m
 Basic earnings per share            6.8c     6.7c
 Final dividend per share (cents)    2.28c    2.19c
 Net debt (excl. lease liabilities)  $815m    $449m

 

Strategic Highlights
 
 ·             Continued success in gaining share, outperforming core thread and footwear end
               markets, which we estimate were down low to mid-single digits compared to our
               flat organic revenue
 ·             Significant action taken to enhance returns and growth potential of Group
               through portfolio transition:
               o                                         Exit from non-core Americas Yarns business, improving Group margin +100bps
               o                                         Landmark acquisition of OrthoLite completed at end of October 2025,
                                                         accelerating our strategy to create a leading Tier 2 supplier in footwear
                                                         components, and underpinning Group growth
 ·             Target adjacencies contributed one percentage point to Group revenue growth,
               in line with our guidance, with building momentum
 ·             Group streamlined into two divisions (Apparel and Footwear) reducing internal
               complexity and more closely aligned to underlying textile engineering and
               polymer technologies
 ·             Further reinforcement of market leadership in 100% recycled threads with CER
               revenue growing 43% to $554m

 
Financial Highlights
 
 ·             Robust performance with Group revenue flat on an organic basis:
               o                                         Strong performance in Apparel with 1% revenue growth, significantly
                                                         outperforming market declines
               o                                         Market share growth and further margin improvement in Footwear, amidst a more
                                                         challenging backdrop than Apparel
               o                                         Performance Materials back to growth in H2, alongside strong operational and
                                                         margin improvement, with Q4 margin run rate of 11.8% close to divisional
                                                         medium-term target range
               o                                         OrthoLite delivered full year profit in line with our expectations, with good
                                                         revenue growth above the market and strong levels of cash generation
 ·             Group operating margin increased by 80bps to 19.8% (180bps including Americas
               Yarns in prior year comparator), reflecting pricing and cost discipline with
               all divisions improving margins
 ·             Adjusted basic EPS 9.3 cents in line with expectations (2024: 9.7 cents).
               Increased EBIT offset by higher interest charges related to the 2024 pension
               buy in payment and the timing of share placing in July 2025
 ·             Record cash generation with free cash flow6 of $160m (2024: $2m) reflective of
               future potential
 ·             Net debt at $815m with proforma leverage of 2.2x4 as expected following
               OrthoLite acquisition. We continue to expect leverage to reduce to below 2x by
               end of 2026
 ·             Proposed final dividend of 2.28 cents, bringing total dividend to 3.28 cents,
               up 5%, reflecting a good financial performance in a challenging market

 
Outlook for 2026
 
 ·             We expect to grow organically, even under conditions of market uncertainty,
               through the powerful combination of continued share gains and adjacency growth
 ·             OrthoLite expected to significantly outperform underlying footwear market
               based on technology penetration tailwinds and new business wins
 ·             Expect further modest organic margin improvement as well as full year
               contribution from OrthoLite, including synergies
 ·             Another strong year of free cash flow generation
 ·             We are mindful of the potential impact on demand and supply chains as a result
               of the conflict in the Middle East, which we are assessing, however it is too
               early to provide an update

 
Upgraded medium term targets
 
 ·             Following the structural evolution in the portfolio in 2025, we see an
               enhanced opportunity for the Group in the medium term, reflected in updated
               financial targets:
               o                                        >5% revenue growth on average through the cycle, outperforming our markets
                                                        by 200+bps (unchanged)
               o                                        Operating margin range increased to 21-23% (previously 19-21%)
               o                                        Cumulative free cash flow of c.$1bn in next five years (previously $750m),
                                                        providing significant capital allocation flexibility
               o                                        EPS CAGR of >10% post M&A or share buy backs (unchanged)

 

 

Commenting on the results David Paja, Group Chief Executive, said:

"2025 was a transformational year for Coats. We achieved record profit and
cash generation, reshaped the portfolio for accelerated growth and reorganised
the Group for simplicity. As a result, we have upgraded our medium-term
financial targets, including c.$1bn of free cash, and look at 2026 with
confidence."

Notes:

 

1. Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1)

2. Adjusted measures are non-statutory measures (Alternative Performance
Measures). These are reconciled to the nearest corresponding statutory measure
in note 14. Constant Exchange Rate (CER) metrics are 2024 results restated at
2025 exchange rates. Organic figures are results on a CER basis and excluding
contributions from the OrthoLite and Viz Reflectives acquisitions

3. Reported metrics refer to values contained in the IFRS column of the
primary financial statements in either the current or comparative period

4. Leverage calculated on a frozen GAAP basis and therefore excludes the
impact of IFRS 16 on both adjusted EBITDA and net debt. See note 14b for
details

5. EBIT (Earnings before interest and tax) relates to Operating Profit as
shown on the face of the P/L. Reconciliation between the Adjusted EBIT and
Reported EBIT is disclosed in the Financial Review section

6. Free cash flow after interest, tax, minority interests and exceptionals,
before dividend distribution and M&A

 
 
 
Conference Call

Coats Management will present its full year results in a webcast at 9.00am GMT
today (Thursday 5 March 2026). The webcast can be accessed via
https://www.investis-live.com/coats/CoatsFYResults
(https://www.investis-live.com/coats/6978ce26e2c20d000f4b513a/yutudd) .
(https://www.investis-live.com/coats/6978ce26e2c20d000f4b513a/yutudd) The
webcast will also be made available in archive form on www.coats.com.
(http://www.coats.com/)

 

 Enquiry details
 Investors  Chris Dyett                   Coats Group plc  +44 (0) 7974 974 690
 Media      Nick Hasell / Victoria Hayns  FTI Consulting   +44 (0)20 3727 1340

 

About Coats Group plc

Coats is a world-leading Tier 2 manufacturer and trusted partner for the
apparel and footwear industries. We deliver essential materials, components,
and software solutions that help our customers grow, compete and win.

With over 250 years of industry expertise, we're shaping the future of the
apparel and footwear supply chain through insight-led innovation, impactful
sustainability practices, and digital technologies that unlock better product
quality, efficiency and performance.

Headquartered in the UK, Coats is a FTSE 250 company and a constituent of the
FTSE4Good Index. In 2025, we generated $1.5 billion in revenue and employed
c.19,000 people worldwide - all united by a spirit of innovation, quality and
service. Learn more at www.coats.com (http://www.coats.com/) or follow us on
LinkedIn.

Cautionary statement

Certain statements in this full year report are forward-looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to have been correct. Because these statements contain risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. We undertake no obligation to
update any forward-looking statements, whether as a result of new information,
future events or otherwise.

 

 

Group Chief Executive's review

2025 review

Coats delivered a resilient performance in the year against a background of
macroeconomic and tariff uncertainty from the second quarter onwards.

At $1,465m, revenue was flat compared to last year on an organic constant
exchange rate ('organic') basis, comfortably outperforming our core thread and
footwear end markets, which we estimate were down low to mid-single digits
year-on-year. This demonstrates the strength and agility of our global
footprint and service capabilities which enable us to grow and protect share,
even under challenging market conditions. It also reflects the good progress
made in our target organic adjacencies, which are focused on faster growing
market segments, and contributed 1% of Group revenue growth in 2025.
Sustainability remains fundamental to our growth strategy and in 2025 revenue
from sales of 100% recycled thread once again increased strongly by 43% on a
CER basis to $554m.

In addition, we successfully managed pricing pressures and flexed our cost
base during the year. As a result, Group operating profit grew 3% on an
organic basis with Group operating margin increasing by 80bps to 19.8% (180bps
improvement including Americas Yarns results in the prior year comparator).

Apparel delivered a strong performance with 1% organic revenue growth,
continuing to win share with major brands against a challenging market
back-drop, underpinned by a strong focus on customer service and operational
agility. As a result, our Apparel market share is estimated to have grown by
100bps to c.27%. The division achieved high operating margins of 20.2%
reflecting pricing discipline and favourable mix with customers valuing our
premium and sustainable thread offerings.

Footwear revenue declined by 2% on an organic basis, a reflection of cautious
customer ordering from April and brands managing down inventory further at the
end of the year in response to an uncertain 2026 outlook. The division is
estimated to have further increased its market share organically to c.30%,
following two years of strong share gains. Operating profit was flat on an
organic basis, which reflects the benefit of the operational initiatives
implemented in the past year and an effective pricing strategy, with EBIT
margin increasing to 23.9%.

As expected, we saw a return to growth in Performance Materials in the second
half of the year driven by accelerated growth in two target adjacencies,
safety fabrics and energy tapes, alongside market share gains in automotive
thread which offset softness in Telecom end markets. We estimate that in
aggregate our end markets continued to decline in 2025, highlighting the
importance of our adjacencies strategy. Operating margins were significantly
ahead of prior year reflecting the benefit of operational improvements across
the division, which included site initiatives in Turkey and Mexico. We were
encouraged by the operating margin run rates in Q4 which were approaching the
bottom end of our medium-term target range.

I am particularly pleased with our strong cash performance with a record $160m
of free cash flow generated in the year, demonstrating the powerful dynamics
of high margins and the low capital intensity of the Group. For reference the
cumulative free cash flow in the ten years prior to 2025 was an outflow of
$14m, including strategic projects and pension payments, which have now ended.
Consistent with previous guidance, year-end leverage increased to 2.2x due to
the completion of the OrthoLite acquisition in October. We continue to expect
leverage to fall below 2x by the end of 2026, underpinned by the cash
generative characteristics of the enlarged Group.

Portfolio enhancement

Over the past year we have taken significant steps to enhance the quality of
our portfolio and, as a result, the business we have today has improved margin
performance and growth potential and is more capable of consistently
outperforming end markets through the cycle.

In June 2025, we fully exited from the non-core US Yarns business based in
Kings Mountain, North Carolina. This followed a strategic review of the
Americas Yarns operations which started in Q4 2024 and resulted in the closure
of the Toluca, Mexico facility in December 2024. The exit from the Americas
Yarns business has improved the Group's margin by around 100bps and enables us
to focus on growing other attractive parts of the portfolio. This exit has
also improved the Group's revenue growth profile given the lower growth
expectations.

At the end of October, we completed the acquisition of OrthoLite Holdings LLC
('OrthoLite') for an enterprise value of $770m. OrthoLite is the global market
leader in open cell insoles and operates in an attractive, fast-growing
segment of the footwear market with strong growth tailwinds as brands
increasingly adopt open-cell technology due to its superior benefits in terms
of comfort, performance and sustainability. The acquisition accelerates our
strategy to create a leading Tier 2 supplier in critical footwear components,
strengthening our product offering to brands and creating exciting commercial
opportunities to deepen customer relationships and accelerate growth,
leveraging our combined strengths in technology and access to customers.

OrthoLite is a high-quality business, with a strong track-record of growth,
averaging high single digits over the last five years, and the acquisition is
accretive to Group EBIT margins and EPS from the first full year of ownership.
Return on Invested Capital (ROIC) is expected to exceed WACC by 2028, at the
latest. In addition, the business has an attractive operating cash conversion
of 90%+, which will support and accelerate the Group's free cash flow growth
over the medium term.

In 2025 the OrthoLite business delivered full year profit in line with our
expectations, with good revenue growth above the market and strong levels of
cash generation. Our 2026 priorities include the commencement of the footprint
optimisation project, with Indonesia as the first site, the delivery of cost
synergies and the acceleration of joint innovation initiatives.

Our building blocks for growth

Our strategy is to build on our organically and inorganically developed market
leading positions in those parts of our markets with the most attractive
structural growth characteristics. We have an overall goal of delivering over
5% revenue growth on average through the cycle.

We aim to grow organically not only by benefiting from growth in our
underlying markets, expected to be around 3% per annum over the medium term,
but also through share gains, supported by our focus on customer service and
sustainability led innovation. Our global footprint and digital technology
platforms remain tangible points of differentiation, making it easy for our
customers to do business with us. We can be trusted to deliver and have
developed deep Tier 1 and brand relationships, which enables us to align with
faster growing brands globally - winning where it matters.

In addition, we target organic growth from certain attractive fast growing
adjacent markets. These include safety fabrics where we saw substantial growth
in 2025 through innovative solutions and global access to existing thread
customers. We also see exciting opportunities in other adjacencies including:
composite tapes for energy market applications, Coats Digital our software as
a service business, woven uppers for footwear and structural components for
premium leather handbags. Together these adjacencies represent an additional
addressable market estimated at $2bn growing at a CAGR of >5%. In 2025 our
target adjacencies delivered c.$45m of revenue, contributing 1% of Group
revenue growth, with further strong growth anticipated in 2026.

Our strong and growing operating margins are underpinned by multiple
competitive advantages that combine to provide significant barriers to entry.
Those competitive advantages include, but are not limited to, having the
broadest well invested global footprint, the most advanced ordering and
planning systems, the ability to exactly colour match hundreds of thousands of
threads, having a fully established supply chain to provide sustainable
threads at scale, a leading innovation capability and a strong balance sheet.

We have a disciplined approach to capital allocation and aim to invest in high
quality, highly complementary businesses which generate attractive returns and
support or accelerate our growth ambitions. The recent acquisition of
OrthoLite, enables us to benefit from additional technology adoption growth
tailwinds and will support with our ambition of delivering a more consistent
growth profile through the cycle.

 
Our upgraded medium-term targets

Given the transformation of the business over the past year, including
bringing OrthoLite into the Group, we have reviewed our medium-term targets
set out in March 2025 to ensure that they continue to appropriately reflect
our ambitions for the business. Based on our review, we have upgraded and
simplified certain elements of the framework. The refreshed framework is
summarised below:

 

 Updated medium-term financial framework
                                 >5% on average through the cycle

 Revenue Growth                  200+bps outperformance vs growing market
 EBIT %                          21-23% (previously 19-21%)
 Total EPS(1) CAGR               >10%
 Cumulative Free Cash Flow(1,2)  c.$1bn over 5 years (previously $750m)

1. From a 2026 baseline

2. Free cash flow after interest, tax, minority interests and exceptionals,
before dividend distribution and M&A

 

While we are maintaining our ambition of delivering above 5% revenue CAGR, we
expect that the quality of the portfolio we have today will support a more
consistent delivery, enabling us to outperform end market growth by 200+bps on
average through the cycle. As set out in our growth strategy, we are well
positioned to deliver this level of growth through a combination of market
growth, market share gains, target adjacencies and the benefit of the
additional technology penetration tailwinds and innovation capabilities that
OrthoLite brings to the Group.

Given the strong margin performance in 2025, with the Group EBIT margin
currently at 19.8%, and the addition of OrthoLite, which is margin accretive,
we are stepping up our margin target range to 21-23% (previously 19-21%).

We continue to expect to deliver EPS CAGR of >10% post-M&A or share
buybacks.

The key upgrade to our medium-term targets relates to the cash generation of
the Group, with a new target of generating c.$1bn of cumulative free cash flow
in the next five years. This is a significant step up from our previous target
and reflects the low capital intensity and cash generative nature of the
enlarged Group including OrthoLite, which has an attractive operating cash
conversion profile of 90%+, in line with the rest of our business. As an
additional enhancement, we have redefined the measure as free cash flow after
interest, tax, minority interests and exceptionals, but before dividend
distribution or M&A (previously exceptional cash flows were excluded).
This new metric and target will be aligned to executive incentive plans.

Our approach to capital allocation

With the expected strong cash generation and low organic investment needs of
the business, we are taking a disciplined, flexible and returns focused
approach to capital allocation. After investing in organic growth, we will use
our free cash flow to maintain a growing dividend and execute disciplined and
accretive M&A to further enhance our position in certain of our markets.
The Board will continue to evaluate the potential for additional shareholder
returns including share buybacks.

We believe a strong financial position is key to our long-term ambitions and
will aim to maintain a target leverage ratio of 1-2x net debt: EBITDA. As
anticipated, our leverage ratio was 2.2x at the year-end due to the completion
of the OrthoLite acquisition. Our priority in the near term is to reduce
leverage. Based on the highly cash generative characteristics of the enlarged
Group we expect leverage to fall below 2x by end of 2026.

 
Divisional structure change

As previously announced, we have streamlined our organisation structure into
two divisions: Apparel and Footwear, to reflect the transformation of the
Group's profile following the exit from the Americas Yarns business and the
acquisition of OrthoLite. This change reduces internal complexity and aligns
the divisions more closely with the underlying textile engineering and polymer
science technologies. We will report under this new structure at our half year
results in July 2026.

Progress in Sustainability

At Coats sustainability is embedded throughout the business; from the impact
of our operations to our investment in innovation. The result of this approach
is a strong competitive advantage and an enhanced reputation with customers
and suppliers in our markets.

This year momentum across our sustainability programme has remained strong. We
made good progress against our sustainability goals which cover energy,
materials, waste, water and people. We are pleased to report that we have
already reached or surpassed our 2026 commitments (one year in advance) in
several targeted areas, including:

 ·             Achieved a 30% reduction in Scope 1 & 2 emissions versus the 2022
               baseline, exceeding our 2026 target of 22% reduction
 ·             Zero waste* to landfill, meeting our 2026 commitment one year early
 ·             33% female representation in leadership roles, ahead of our target to achieve
               30% representation by 2026
 ·             99% Great Place to Work (GPTW) certification, with special recognition in 2025
               across several categories including being in the top five and top 15 best
               large workplaces in Vietnam and Asia respectively

We are currently evaluating the environmental impact of OrthoLite, having only
completed the acquisition in Q4 2025. As a consequence, the sustainability
related metrics disclosed above as well as Coats' 2026 and 2030 ESG targets do
not currently include OrthoLite.

We have responsibility for the environmental impact along our value chain, not
just within our own operations. We are committed to using recycled material in
our products and in 2025 made excellent progress in material transition, with
our sales of 100% recycled thread growing 43% on a CER basis to $554m (2024:
$387m) and our use of non-virgin oil based materials representing 52% of our
total Group primary materials (2024: 46%).

Going forward, with growth in recycled sales expected to moderate, supplier
decarbonisation will become an important lever to achieve our Scope 3
emissions reduction targets. After a successful first supplier decarbonisation
workshop in November 2025, we will continue to invest in initiatives to help
our partners understand and reduce their emissions. In 2026, we will expand
product lifecycle assessments for primary raw materials and evolve our Scope 3
related targets to include supplier decarbonisation, ensuring the right levers
are incorporated to help us achieve our Science Based Target initiative
targets. In support of this we have begun to onboard strategic suppliers to
Cascale's Higg framework, a tool used by 350+ brands and retailers, to drive
emissions reduction and increase data transparency.

Our focus on sustainability and environmental transparency continues to bring
external recognition. In December 2025 we featured on the Carbon Disclosure
Project's (CDP) A List for the first time, achieving an A-rating for Climate
Change and A rating for Water.

*Excluding medical and asbestos waste.

 
Board changes

Hannah Nichols joined the Board as Executive Director and Group Chief
Financial Officer (CFO) designate in April 2025 and became Group CFO in May
2025. Hannah was previously CFO at Hill & Smith PLC, the FTSE250
international provider of infrastructure solutions and is also a Non-executive
Director of Oxford Instruments plc. Jackie Callaway stepped down from her role
as Coats' CFO in May 2025 after four and half years' service.

In addition, Wu Gang joined the Board as a Non-executive Director in July
2025. He is an investment banker by background, with a career of close to 30
years in international banks in Asia and Europe, advising companies on
strategic transactions and capital raising.

Dividend

We have delivered a robust financial performance in a challenging market,
continuing to gain market share, increase operating margin and generating
strong free cash flow. Given these factors and our confidence in the Group's
future growth prospects, the Board is proposing a final dividend of 2.28 cents
per share, a 4% increase on the prior year. This equates to a full year
dividend of 3.28 cents per share, an increase of 5%. Subject to approval at
the AGM, the final dividend will be paid on 28 May 2026 to ordinary
shareholders on the register at 8 May 2026, with an ex-dividend date of 7 May
2026.

The Board will continue to review the level of dividend payment to
shareholders on the basis of the performance of the business, the opportunity
to reinvest capital on high returning projects and its longer-term potential.

Outlook

Our assumption is that our core apparel and footwear end markets will remain
uncertain in 2026, with comparatives becoming easier as the year progresses.
We expect to grow organically in 2026, even under conditions of market
uncertainty. That said, we are mindful of the potential impact on demand and
supply chains as a result of the conflict in the Middle East, which we are
assessing, however it is too early to provide an update.

Delivering growth will be achieved through execution of our playbook,
leveraging the powerful combination of continued share gains and strategic
adjacency growth. In addition, OrthoLite is expected to significantly
outperform the underlying footwear market based on technology penetration
tailwinds and new business wins.

We expect further modest organic operating margin improvement in 2026 in
addition to the margin enhancement benefit of bringing OrthoLite into the
Group. We also expect another strong year of free cash flow generation.

 
 
2025 Operating Review
Apparel
              2025   2024   Reported  CER2
 Revenue      $769m  $770m  0%        1%
 Adjusted1
 EBIT         $156m  $151m  3%        4%
 EBIT Margin  20.2%  19.6%

1. Adjusted measures are non-statutory measures (Alternative Performance
Measures). These are reconciled to the nearest corresponding statutory measure
in note 14.

2. Constant Exchange Rate (CER) metrics are 2024 results restated at 2025
exchange rates.

 

Coats is the global market leader in supplying premium sewing thread to the
Apparel industries. We are the trusted value-adding partner, providing
critical supply chain components, services and software. Our portfolio of
world-class products and services provide exceptional value creation for our
customers, brands and retailers.

Revenue of $769m (2024: $770m) was flat on a reported basis and up 1% on a CER
basis. This was a strong result in a year that started with market growth
momentum but softened towards the end of April, following the US tariff
changes, with market conditions remaining challenging through the rest of the
year.

Against this market backdrop, the division outperformed the core thread
markets which we estimate were down c.3% in the year as we continued to win
market share, increasing to c.27% vs. c.26% in 2024. This was achieved through
a strong focus on delivery and service in response to customer needs and was
underpinned by our global manufacturing capabilities. The division also
benefited from a favourable product mix in the year with growth in premium
thread sales including continued strong growth in 100% recycled thread
products. In addition, the division has been successful in driving strong
growth in the China domestic market, requiring high levels of operational
agility to meet demanding customer lead times. Our Apparel customers continue
to value our focus on sustainability led innovation and operational excellence
supported by our proprietary technology platforms.

Adjusted EBIT increased by 4% on a CER basis to $156m (2024: $151m). EBIT
margin was 20.2%, up 60bps (2024: 19.6%). The margin expansion reflects
excellent pricing discipline, despite downward pressures from customers and
favourable product mix, alongside prudent cost control and an ongoing focus on
productivity gains. H2 2025 EBIT margin was 20.0%, in line with our
expectations.

An attractive target growth adjacency for the division is the Coats Digital
business, our software as a service business which helps customers optimise
their production planning and costs. Despite the challenging market
conditions, the business delivered good revenue growth in 2025 and continued
to innovate, bringing to market new product features, including GSD Quest.
This automates production costing by the upload of a garment image, increasing
process accuracy and reducing the time needed for costing by c.90%.

With effect from H1 2026, the Personal Protection and Industrials businesses
(c.80% of Performance Materials) will become part of the Apparel division,
reducing internal operational complexity.

 
Footwear

 

              2025   2024   Reported  CER2  Organic3
 Revenue      $440m  $403m  9%        8%    (2)%
 Adjusted1
 EBIT         $105m  $95m   11%       11%   0%
 EBIT Margin  23.9%  23.5%

1. Adjusted measures are non-statutory measures (Alternative Performance
Measures). These are reconciled to the nearest corresponding statutory measure
in note 14.

2. Constant Exchange Rate (CER) metrics are 2024 results restated at 2025
exchange rates.

3. Organic figures are results on a CER basis and exclude contributions from
the OrthoLite acquisition.

 

We are the trusted partner to the footwear industry, shaping the future of
footwear for better performance through sustainable and innovative solutions.
We are a global leader with a portfolio of highly engineered products
including structural components, threads and insoles with strong brand
component specification, primarily targeted at the attractive athleisure,
performance, fashion and sports markets.

Footwear revenue increased to $440m (2024: $403m), primarily reflecting the
acquisition of OrthoLite, with revenue 2% lower on an organic CER basis. The
organic revenue performance reflects a period of good trading until the end of
April with increased US tariffs resulting in customers taking a cautious
approach to ordering and inventory management through the autumn. Towards the
end of the year, we saw brands managing down inventory further in response to
the uncertain 2026 outlook, consistent with trends in the wider market. As
such we estimate our core footwear end markets were down c.4-5% vs 2024 for
the full year.

Despite this challenging backdrop, the division modestly outperformed with
estimated market share growing to c.30%* (2024: 29%), driven by a focus on
building market-leading positions in athleisure and casual footwear markets
where customers value differentiated, engineered products. The division also
successfully maintained pricing despite downward pressures.

Adjusted EBIT was $105m (2024: $95m), including two months contribution from
OrthoLite, and was flat on an organic CER basis compared to the prior year.
The adjusted EBIT margin was 23.9% (2024: 23.5%). The margin increase of 40bps
reflected the benefits of an effective pricing strategy and prudent cost
control measures alongside operational actions taken in the past year
including footprint consolidation in Europe and a rebalancing of the
division's manufacturing towards Indonesia.

Footwear has continued its focus on innovation and bringing to market new,
highly engineered products. This includes the ProWeave shoe upper, one of our
target organic adjacencies, which offers light and strong materials for
performance, including for sports and athleisure, as well as for luxury
applications.

The acquisition of OrthoLite was completed at the end of October 2025,
expanding Footwear into the attractive and complementary, premium insole
segment. OrthoLite brings significant overlap in customer base,
route-to-market and operational footprint, providing opportunities to
accelerate growth through innovation and cross-selling. The 2025 performance
was in line with our expectations, with above market revenue growth and high
levels of cash generation. In 2026, we will commence the footprint
optimisation project, with Indonesia the first location, and have identified
other cost synergy opportunities, including strategic procurement. Based on
these initiatives, we expect to achieve annualised cost synergies of $5m in
2026, in line with our plan to deliver $20m of annualised cost synergies by
2028. We are committed to ensuring these initiatives don't affect the top-line
growth capability of the business. Alongside this, we are also focused on the
acceleration of joint innovation initiatives.

As previously announced, the Telecom & Energy business (c.20% of
Performance Materials) has become part of the Footwear division. With effect
from H1 2026 Footwear's external reporting will align to this structure.

*Footwear market share data excludes OrthoLite.

 

Performance Materials

 

 Continuing operations  2025   20242  Reported  CER3  Organic4
 Revenue                $256m  $260m  (1)%      0%    0%
 Adjusted1
 EBIT                   $29m   $26m   10%       10%   10%
 EBIT Margin            11.3%  10.2%

1. Adjusted measures are non-statutory measures (Alternative Performance
Measures). These are reconciled to the nearest corresponding statutory measure
in note 14.

2. Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

3. Constant Exchange Rate (CER) metrics are 2024 results restated at 2025
exchange rates.

4. Organic figures are results on a CER basis and exclude contributions from
the Viz Reflectives acquisition.

 

We develop highly engineered solutions for industrial customers, including
performance thread for different applications, safety materials and fabrics,
and composite products for Telecom & Energy applications.

 

Revenue in the year was $256m (2024: $260m), flat on an organic CER basis and
1% down on a reported basis, reflecting a return to growth in the second half
of the year of 2%. Industrial revenue was 1% lower than prior year, with share
gains in automotive thread, partly offsetting softness in other industrial end
markets. The division saw a strong demand for safety fabrics, a strategic
adjacency, which delivered 40% revenue growth in the year. Telecom revenue was
down 17%, reflecting a weakness in EMEA Telecoms markets, which was partially
offset by energy market tapes which grew 21% in the full year, after a
particularly strong performance in the second half.

 

Adjusted EBIT was $29m (2024: $26m), an increase of 10% on an organic basis,
with a margin increase to 11.3% (2024: 10.2%). The organic margin improvement
reflects the benefits of operational actions and the stronger second half
trading, with Q4 run rate margins at 11.8%, approaching the bottom end of the
medium-term targets set out in March 2025. During the year the portfolio
quality was improved with the exit from the non-core US Yarns business in Q2,
following the closure of the Toluca, Mexico facility in December 2024.
Divisional margins improved by 390 basis points including Americas results in
the prior year comparator.

 

Investment in innovation has continued, with a particular focus on two of our
target organic adjacencies where we expect strong growth: safety fabrics and
composite tapes for Energy markets. Within safety fabrics, we brought to
market the FlamePro ARC in the second half of the year. This is a lighter and
more comfortable material, offering exceptional personal protection in markets
where electrical safety is critical, including protection against heat, flame
and flash risks, while also offering good durability. Following development
and qualification, we also brought to market two new composite tapes for
specialist and demanding undersea pipeline applications, with first orders
received towards the end of the year.

 

In addition, the small acquisition of Viz Reflectives (VizLite) was completed
in October 2025 for an initial cash consideration of £3m ($4m), with
contingent consideration of up to £6m ($8m), dependent upon performance. The
unique VizLite phosphorescent (glow-in-the-dark) technology can be used in
combination with our existing retro-reflectivity and fluorescent colour
capabilities, to offer a third layer of visibility for environments with
reduced or no light. This combination has life-saving attributes for
fire-fighting and other applications. We see VizLite as accelerating our
safety fabrics strategy.

 

From H1 2026 Performance Materials results will be integrated into Apparel
(c.80%) and Footwear (c.20%), enabling the adoption of a two-division Group
structure. This change better aligns the Group's structure with its underlying
technologies and reduces internal operating complexity.

 

Financial Results

2025 Results

Operating Results

The Group has delivered a resilient performance in 2025 against a challenging
market backdrop. Revenue from continuing operations was $1,465m (2024:
$1,433m) up 2% on a reported basis and flat on an organic CER basis.

Adjusted EBIT from continuing operations was $290m (2024: $272m), an increase
of 3% on an organic CER basis. EBIT margin improved by 80bps to 19.8% (2024:
19.0%), the improvement reflecting pricing discipline and mix coupled with
cost control and operational improvement actions which more than offset the
impact of inflation. Margins also benefited from strategic projects savings
including the Footwear footprint consolidation and a rebalancing of
manufacturing towards Indonesia. OrthoLite contributed to $11m of operating
profit in the last two months of the year including $1m of losses associated
with Cirql*. The table below provides further detail behind the EBIT movement
in the year:

 

 Continuing Operations                                            $m      Margin %
 2025 adjusted1 EBIT                                              272     19.0%
 Volumes impact (direct and indirect)                             (17)
 Price/mix                                                        12
 Net inflation (including raw materials, wages, energy, freight)  (21)
 Productivity benefits (manufacturing and sourcing)               24
 Strategic projects savings                                       7
 Other SD&A decreases                                             2
 2025 adjusted1 EBIT pre-OrthoLite                                279
 OrthoLite contribution                                           11
 2025 adjusted1 EBIT                                              290     19.8%
 Exceptional items                                                (2)
 Acquisition related items                                        (47)
 2025 reported EBIT                                               241

1.          Adjusted measures are non-statutory measures (Alternative
Performance Measures). These are reconciled to the nearest corresponding
statutory measure in note 14.

 

2025 reported EBIT, including exceptional and acquisition related items,
increased to $241m (2024: $224m).

 

*Cirql is a newly-developed proprietary foam technology at an early stage of
commercial development.

 

Exceptional and Acquisition related Items

 

In 2025 net exceptional items were $2m (2024: $26m). The level of exceptional
items significantly reduced from the prior year with previous strategic
projects now complete. 2025 exceptional items comprised:

 

·      Strategic project costs: $1.6m

·      Costs to deliver Footwear acquisition integration synergies:
$0.2m

·      Acquisition related items were $50m in 2025 (2024: $21m),
including:

o  Amortisation of acquired intangible assets: $27m

o  Acquisition transaction costs, primarily relating to the OrthoLite
acquisition: $20m

o  Acquisition transaction costs, relating to loan financing: $3m

 

Further details of exceptional and acquisition related items are set out in
note 3 to the Financial Statements. The non-cash elements of these charges was
$28m.

 
Non-operating Results

 

As expected, the 2025 adjusted EPS was 9.3 cents (2024: 9.7 cents). Increased
EBIT was offset by higher pension related interest charges following the 2024
pension buy-in and the increased number of shares in issuance following the
successful capital raise that took place in July 2025 to part fund the
OrthoLite acquisition. Reported 2025 EPS was 6.8c (2024: 6.7 cents).

 

At $38m (2024: $28m) net interest costs, excluding the impact of exceptional
and acquisition-related items were higher mainly due to the impact of the 2024
pension buy-in. Incremental interest costs associated with the purchase of
OrthoLite were largely offset by investment income on the capital raise in the
period prior to completion. On a reported basis interest costs were $41m
(2024: $28m).

 

The adjusted taxation charge for the year was $73m (2024: $70m). Excluding the
impact of exceptional and acquisition-related items, the effective tax rate on
pre-tax profit remained at 29% (2024: 29%), in line with our guidance. The
reported tax rate for the year was 32% (2024: 36%), after exceptional and
acquisition related items.

 

Discontinued operations

 

In December 2024 the Group closed its Performance Materials Division facility
in Toluca, Mexico and in April 2025 announced the full exit from the non-core
US Yarns business based in Kings Mountain, North Carolina. The sale of the
Kings Mountain plant was completed in June 2025 for cash proceeds, net of
transaction costs, of around $13m. This follows the strategic review of the
Americas Yarns business, which started in Q4 2024. The strategic review
concluded that the Americas Yarns business did not fit with Coats' future
strategy and the exit allowed management to focus on driving forward and
growing other parts of the Group's attractive portfolio.

 

Amounts for year ended 31 December 2024 in the consolidated income statement
have been represented accordingly to reclassify the results of the Americas
Yarns business from continuing operations to discontinued operations. Note 13
provides further details of the sale. This has resulted in a reduction in
previously reported 2024 revenues of $68m and $1m adjusted EBIT. Exceptional
and acquisition related items for the year ended 31 December 2025 charged to
operating loss from discontinued operations was $17m (2024: $22m).

 

Cash generation

 

The Group delivered a strong cash performance in 2025 with an overall free
cash inflow prior to shareholder distributions and M&A of $160m (2024:
$2m), reflecting the low capital intensity, lower level of exceptional cash
flows including no further contributions to the UK pension scheme and the cash
generation capability of the enlarged Group, including a positive contribution
from OrthoLite.

 

The working capital inflow in the year was $13m, including a timing benefit
from the OrthoLite acquisition. We have continued to manage net working
capital closely, with a focus on inventory management without compromising
service levels. We also continued our disciplined approach to payables and
receivables management as an input to working capital efficiency. Working
capital as a % of sales was 11.0% in 2025 (2024: 12.4%). In 2026 we expect
this ratio to return to a more typical level of c.12%.

 

Capital expenditure was $32m (2024: $26m) as we continued investing in growth
and efficiency projects which drive long-term returns. We anticipate 2026
capital expenditure to increase to c.$40-50m range, reflecting the expansion
of the Group following the OrthoLite acquisition.

 

Cash conversion* for 2025 was 114% (2024: 101%), with the high conversion rate
reflecting the working capital inflow in the year.

 

Exceptional cash flows were $24m (2024: $156m) including residual cashflow
related to strategic projects, which are now complete. The 2024 exceptional
cash flows included $128m of cash outflows associated with the UK pension
scheme.

 

Minority dividends of $15m (2024: $18m) were paid, as cash was repatriated
from relevant overseas entities to the Group. Tax paid was $71m (2024: $69m).
Interest paid was $31m (2024: $30m).

 

*Defined as adjusted free cash flow as a percentage of profit attributable to
equity shareholders of the company from continuing operations, before
exceptional and acquisition related items.

 

Balance sheet and liquidity

 

Group net debt (excluding lease liabilities) at 31 December 2025 was $815m
(2024: $449m). Outflows in the year included $54m for the 2024 final and 2025
interim dividends and $471m on M&A activity, principally the OrthoLite
acquisition (net of the inflow from the associated equity raise). Net debt at
the year end includes lease liabilities under IFRS 16 of $93m (31 December
2024: $83m).

 

Our Balance Sheet remains in a strong position with total committed debt
facilities of $1,470m with a well-diversified source and tenor. The facilities
comprise: $420m revolving credit facility, $600m USPP notes and a $450m loan
to support the OrthoLite acquisition, provided by existing banks through a
$300m bridge facility and a $150m term loan. The committed headroom on our
banking facilities was $420m at 31 December 2025.

 

At 30 December 2025, our leverage ratio (net debt to EBITDA; both excluding
lease liabilities) remains well within our 3x covenant limit at 2.2x. Given
the strong cash generation capabilities of the combined Group, we expect
leverage to fall below 2x by the end of 2026.

 

There was also significant headroom on our interest cover covenant at 31
December 2025 which was 11.2x, with a covenant limit of greater than 4x. The
covenants are tested twice annually in June and December and monitored
throughout the year.

 

Foreign exchange

 

The Group reports in US Dollars and translational currency impacts can arise,
as its global footprint generates significant revenue and expenses in a number
of other currencies. During the year, this was a headwind of 1% on revenue and
adjusted EBIT. At latest exchange rates, we expect a minimal impact on revenue
and adjusted EBIT for full year 2026 (excluding any future hyperinflation
impact in Turkey, which cannot be forecast with accuracy).

 

UK pension update

 

In 2024 it was announced that the trustee of the Coats UK Pension Scheme (the
"scheme") purchased a c.£1.3 billion ($1.7 billion) bulk annuity policy
("buy-in") from Pension Insurance Corporation plc ("PIC") which insures
benefits payable under the scheme in respect of the remaining 80% of the
scheme's liabilities. This is further to the purchase of a bulk annuity policy
for 20% of the scheme liabilities in December 2022.

 

As a result of the buy-in, all the financial and demographic risks relating to
the scheme's liabilities are now fully hedged, with the two policies paying
the scheme a regular stream of income that matches its pension payments to all
members. This buy-in is the final and most significant step in Coats fully
insuring its UK pension obligations. Subject to customary post-transaction
data reconciliations and the scheme liquidating certain assets to meet a
deferred element of the PIC premium, it will also give Coats the option to
remove the scheme fully from the Group balance sheet in the future at very
limited further administrative cost. This process remained on track during
2025.

 

The agreement with PIC is anticipated to require up to c.£100m (c.$128m) of
additional funding from the Group, with Coats making a £70m (c.$90m) upfront
cash contribution to the scheme and a further £30m ($38m) provided initially
as a loan to the scheme. The £100m cash contribution was made in H2 2024.

 

As previously reported, deficit repair contributions to the scheme, of around
$30m per annum, were temporarily switched off in January 2024 and have now
permanently ceased as a result of this agreement.

 

Going concern

 

On the basis of current financial projections and the facilities available,
the Directors are satisfied that the Group and the Company has sufficient
resources to continue in operation for the period from the date of this report
to 30 June 2027, and, accordingly, consider it appropriate to adopt the going
concern basis in preparing the financial statements. Further details of our
going concern assessment, financial scenarios and conclusions are set out in
note 1.

 
Coats Group plc

 

Consolidated income statement

 

 For the year ended 31 December                                                                    2025                                                2024*
                                                            Before exceptional   Exceptional                    Before exceptional   Exceptional

                                                            and acquisition      and acquisition                and acquisition      and acquisition

                                                            related items US$m   related items                  related items US$m   related items

                                                                                 (see note 3)                                        (see note 3)

                                                                                 US$m              Total US$m                        US$m              Total US$m

                                          Notes
 Continuing operations
 Revenue                                                    1,464.9              -                 1,464.9      1,433.0              -                 1,433.0
 Cost of sales                                              (889.8)              (1.3)             (891.1)      (886.3)              (18.7)            (905.0)

 Gross profit                                               575.1                (1.3)             573.8        546.7                (18.7)            528.0

 Distribution costs                                         (126.4)              (0.4)             (126.8)      (119.7)              (0.5)             (120.2)
 Administrative expenses                                    (158.9)              (46.7)            (205.6)      (155.1)              (28.2)            (183.3)

 Operating profit                                           289.8                (48.4)            241.4        271.9                (47.4)            224.5
 Share of profits of joint ventures                         1.3                  -                 1.3          1.9                  -                 1.9
 Finance income                           4                 11.0                 -                 11.0         3.1                  -                 3.1
 Finance costs                            5                 (48.9)               (3.2)             (52.1)       (31.5)               -                 (31.5)

 Profit before taxation                                     253.2                (51.6)            201.6        245.4                (47.4)            198.0
 Taxation                                 6                 (73.4)               8.5               (64.9)       (70.0)               (1.5)             (71.5)
 Profit from continuing operations

                                                            179.8                (43.1)            136.7        175.4                (48.9)            126.5
 Loss from discontinued operations        13                0.4                  (15.9)            (15.5)       (3.6)                (23.2)            (26.8)
 Profit for the year                                        180.2                (59.0)            121.2        171.8                (72.1)            99.7
 Attributable to:
 EQUITY SHAREHOLDERS                                        162.4                (59.0)            103.4        152.2                (72.1)            80.1

 OF THE COMPANY
 Non-controlling interests                                  17.8                 -                 17.8         19.6                 -                 19.6
                                                            180.2                (59.0)            121.2        171.8                (72.1)            99.7
 Earnings per share (cents)               7
 Continuing operations:
 Basic                                                                                             6.79                                                6.66
 Diluted                                                                                           6.75                                                6.58
 Continuing and discontinued operations:
 Basic                                                                                             5.91                                                4.99
 Diluted                                                                                           5.87                                                4.93
 Adjusted earnings per share              14 (d)            9.26                                                9.71

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

 

 

Coats Group plc

 

Consolidated statement of comprehensive income

 

 Year ended 31 December                                               2025      2024
                                                                      US$m      US$m
 Profit for the year                                                  121.2     99.7
 Items that will not be reclassified subsequently to profit or loss:
 Remeasurements of defined benefit schemes (note 15)                  (10.1)    (225.1)
 Tax on items that will not be reclassified                           -         (0.6)
                                                                      (10.1)    (225.7)
 Items that may be reclassified subsequently to profit or loss:
 Exchange differences on translation of foreign operations            17.5      (20.4)
 Other comprehensive income and expense for the year                  7.4       (246.1)

 Net comprehensive income and expense for the year                    128.6     (146.4)

 Attributable to:
 EQUITY SHAREHOLDERS OF THE COMPANY                                   110.8     (165.6)
 Non-controlling interests                                            17.8      19.2
                                                                      128.6     (146.4)

Coats Group plc

Consolidated statement of financial position

                                                                        Notes                                                                  31 December       31 December

                                                                                                                                               2025              2024
                                                                                                                                               US$m              US$m
 Non-current assets
 Goodwill                                                                                                                                      372.9             120.4
 Other intangible assets                                                                                                                       1,002.3           443.5
 Property, plant and equipment                                                                                                                 248.7             226.3
 Right-of-use assets                                                                                                                           75.0              68.9
 Investments in joint ventures                                                                                                                 13.3              13.7
 Other equity investments                                                                                                                      0.5               0.6
 Deferred tax assets                                                                                                                           17.9              13.6
 Pension surpluses                                                      15                                                                     48.7              44.0
 Loan receivable                                                        15                                                                     43.6              38.3
 Trade and other receivables                                                                                                                   20.1              25.0
                                                                                                                                               1,843.0           994.3
 Current assets
 Inventories                                                                                                                                   173.5             176.1
 Trade and other receivables                                                                                                                   336.3             292.2
 Pension surpluses                                                      15                                                                     1.5               1.5
 Cash and cash equivalents                                              11 (g)                                                                 232.0             146.0
 Non-current assets classified as held for sale                                                                                                0.4               0.6
                                                                                                                                               743.7             616.4
 Total assets                                                                                                                                  2,586.7           1,610.7

 Current liabilities
 Trade and other payables                                                                                                                      (338.1)           (299.2)
 Income tax liabilities                                                                                                                        (76.5)            (49.5)
 Bank overdrafts and other borrowings                                   11 (g)                                                                 (0.5)             (0.2)
 Lease liabilities                                                      11 (g)                                                                 (21.2)            (16.6)
 Retirement benefit obligations:
 - Funded schemes                                                       15                                                                     (0.4)             (0.4)
 - Unfunded schemes                                                     15                                                                     (6.8)             (7.5)
 Provisions                                                                                                                                    (32.3)            (26.5)
                                                                                                                                               (475.8)           (399.9)
 Net current assets                                                                                                                            267.9             216.5

 Non-current liabilities
 Trade and other payables                                                                                                                      (4.9)             (7.4)
 Deferred tax liabilities                                                                                                                      (107.5)           (58.0)
 Borrowings                                                             11 (g)                                                                 (1,046.2)         (595.1)
 Lease liabilities                                                      11 (g)                                                                 (71.7)            (66.6)
 Retirement benefit obligations:
 - Funded schemes                                                       15                                                                     (30.0)            (14.4)
 - Unfunded schemes                                                     15                                                                     (67.7)            (65.6)
 Provisions                                                                                                                                    (19.6)            (25.1)
                                                                                                                                               (1,347.6)         (832.2)
 Total liabilities                                                                                                                             (1,823.4)         (1,232.1)

 Net assets                                                                                                                                    763.3             378.6
 Equity
 Share                                                                                                                                         120.4             99.0
 capital
 8
 Share premium account                                                                                                                         412.3             111.4
 Own                                                                                                                                           (3.2)             (5.3)
 shares
 8
 Translation reserve                                                                                                                           (112.2)           (129.7)
 Capital reduction reserve                                                                                                                     59.8              59.8
 Other reserves                                                                                                                                246.3             246.3
 Retained loss                                                                                                                                 (0.9)             (35.4)
 EQUITY SHAREHOLDERS' FUNDS                                                                                                                    722.5             346.1
 Non-controlling interests                                                                                                                     40.8              32.5
 Total equity                                                                                                                                          763.3     378.6

Coats Group plc

Consolidated statement of changes in equity

For the year ended 31 December 2025

 

 

                                                      Share capital  Share premium account  Own shares  Translation  Capital reduction reserve  Other reserves  Retained                  Non-controlling interests  Total equity

                                                                                                        reserve                                                 (loss)/ profit   Total
                                                      US$m           US$m                   US$m        US$m         US$m                       US$m            US$m             US$m     US$m                       US$m

 Balance as at

 1 January 2024                                       99.0           111.4                  (6.1)       (109.7)      59.8                       246.3           157.4            558.1    31.3                       589.4
 Profit for the year                                  -              -                      -           -            -                          -               80.1             80.1     19.6                       99.7
 Other comprehensive income and expense for the year  -              -                      -           (20.0)       -                          -               (225.7)          (245.7)  (0.4)                      (246.1)
 Dividends                                            -              -                      -           -            -                          -               (46.5)           (46.5)   (18.0)                     (64.5)
 Purchase of own shares by Employment Benefit Trust   -              -                      (8.7)       -            -                          -               -                (8.7)    -                          (8.7)
 Movement in own shares                               -              -                      9.5         -            -                          -               (8.6)            0.9      -                          0.9
 Share based payments                                 -              -                      -           -            -                          -               7.9              7.9      -                          7.9
 Balance as at

 31 December 2024                                     99.0           111.4                  (5.3)       (129.7)      59.8                       246.3           (35.4)           346.1    32.5                       378.6
 Profit for the year                                  -              -                      -           -            -                          -               103.4            103.4    17.8                       121.2
 Other comprehensive income and expense for the year  -              -                      -           17.5         -                          -               (10.1)           7.4      -                          7.4
 Dividends                                            -              -                      -           -            -                          -               (54.1)           (54.1)   (14.7)                     (68.8)
 Acquisition of business                              -              -                      -           -            -                          -               -                -        5.2                        5.2
 Issue of ordinary shares                             21.4           300.9                  -           -            -                          -               -                322.3    -                          322.3
 Purchase of own shares by Employee Benefit Trust     -              -                      (9.0)       -            -                          -               -                (9.0)    -                          (9.0)
 Movement in own shares                               -              -                      11.1        -            -                          -               (10.8)           0.3      -                          0.3
 Deferred tax on share schemes                        -              -                      -           -            -                          -               (0.7)            (0.7)    -                          (0.7)
 Share based payments                                 -              -                      -           -            -                          -               6.8              6.8      -                          6.8
 Balance as at

 31 December 2025                                     120.4          412.3                  (3.2)       (112.2)      59.8                       246.3           (0.9)            722.5    40.8                       763.3

Coats Group plc

Consolidated statement of cash flows

 

 For the year ended 31 December                                         2025        2024
                                                                Note    US$m        US$m
 Cash inflow from operating activities
 Cash generated from operations                                 11 (a)  330.8       196.7
 Interest paid                                                  11 (b)  (35.3)      (31.5)
 Taxation paid                                                  11 (c)  (70.8)      (69.4)
 Net cash generated by operating activities                             224.7       95.8
 Cash outflow from investing activities
 Investment income                                              11 (d)  1.7         1.0
 Net capital expenditure and financial investment               11 (e)  (29.5)      (24.0)
 Acquisition of businesses                                      11 (f)  (552.0)     -
 Disposal of business                                           11 (f)  13.1        -
 Loan made to UK Pension Scheme                                 11 (a)  -           (38.3)
 Net cash absorbed in investing activities                              (566.7)     (61.3)

 Cash inflow from financing activities
 Issue of ordinary shares                                               322.9       -
 Purchase of own shares by Employee Benefit Trust                       (9.0)       (8.7)
 Dividends paid to equity shareholders                                  (53.6)      (46.2)
 Dividends paid to non-controlling interests                            (14.7)      (18.0)
 Payment of lease liabilities                                           (19.0)      (17.4)
 Drawdown of acquisition loan facilities                        12      450.0       -
 Borrowings settled on completion of acquisitions               12      (247.6)     -
 Issue of senior notes                                                  -           248.7
 Repayment of senior notes                                              -           (125.0)
 Net decrease in other borrowings                                       (1.0)       (28.0)
 Discontinued operations                                                (1.2)       (1.8)
 Net cash generated from financing activities                           426.8       3.6

 Net increase in cash and cash equivalents                              84.8        38.1
 Net cash and cash equivalents at beginning of the year                 145.8       111.5
 Foreign exchange gain/(losses) on cash and cash equivalents            1.4         (3.8)
 Net cash and cash equivalents at end of the year               11 (g)  232.0       145.8

 Reconciliation of net cash flow to movement in net debt
 Net increase in cash and cash equivalents                              84.8        38.1
 Drawdown of acquisition loan facilities                                (450.0)     -
 Issue of senior notes                                                  -           (248.7)
 Repayment of senior notes                                              -           125.0
 Net decrease in other borrowings                                       1.0         28.0
 Change in net debt resulting from cash flows (Free cash flow)  14 (e)

                                                                        (364.2)     (57.6)
 Net movement in lease liabilities during the year                      (7.7)       1.0
 Movement in fair value hedges                                          -           (1.6)
 Other non-cash movements                                               (2.5)       (2.2)
 Foreign exchange losses                                                (0.7)       (1.2)
 Increase in net debt                                                   (375.1)     (61.6)
 Net debt at the start of the year                                      (532.5)     (470.9)
 Net debt at the end of the year                                11 (g)  (907.6)     (532.5)

Coats Group plc

 

Notes to the consolidated financial information for the year ended 31 December
2025

 

1.       Basis of preparation

The financial information set out in this statement does not constitute the
Coats Group plc's statutory accounts for the years ended 31 December 2025 or
2024. The financial information for the year ended 31 December 2024 and 2025
is derived from the statutory accounts for 2024 (which have been delivered to
the Registrar of Companies) and 2025 (which will be delivered to the Registrar
of Companies following the AGM in May 2026). The auditors have reported on the
2024 and 2025 accounts; their report was (i) unqualified, (ii) did not include
a reference to any matters to which the auditors drew attention by way of
emphasis without qualifying their report and (iii) did not contain a statement
under Sections 498(2) or 498(3) of the Companies Act 2006.

 

The Group's financial statements for the year ended 31 December 2025 have been
prepared in accordance with United Kingdom adopted international accounting
standards and with the requirements of the Companies Act 2006, and complies
with the disclosure requirements of the Listing Rules of the UK Financial
Conduct Authority. The accounting policies adopted by the Group are consistent
with those set out in the 2024 Annual Report. A full list of accounting
policies will be presented in the 2025 Annual Report. For details of new
accounting policies applicable to the Group in 2025 and their impact please
refer below.

 

Whilst the financial information included in this statement has been compiled
in accordance with the recognition and measurement principles of applicable
United Kingdom adopted international accounting standards ('IFRS'), this
statement does not itself contain sufficient information to comply with IFRS.
Full financial statements that comply with IFRS are included in the 2025
Annual Report; these will be available to shareholders in March 2026.

 

Critical accounting judgements and key sources of estimation uncertainty

The principal accounting policies adopted by the Group are set out in the 2025
Annual Report. Certain of the Group's accounting policies inherently rely on
subjective assumptions and judgements, such that it is possible over time the
actual results could differ from the estimates based on the assumptions and
judgements used by the Group. Due to the size of the amounts involved, changes
in the assumptions relating to the following policies could potentially have a
significant impact on the result for the year and/or the carrying values of
assets and liabilities in the consolidated financial statements.

 

Critical judgements in applying the Group's accounting policies

 

In the course of preparing the financial statements, the critical judgements
set out below has had a significant effect on the amounts recognised in the
financial statements for the year ended 31 December 2025.

Exceptional and acquisition related items

 

Judgement is used to determine those items which should be separately
disclosed as exceptional and acquisition related items to provide valuable
additional information for users of the financial statements in understanding
the Group's performance. This judgement includes assessment of whether an item
is of sufficient size or of a nature that is not consistent with normal
trading activities. Please see note 3 for further details.

 

This critical accounting judgement made by management in applying the Group's
accounting policies also applied to the consolidated financial statements for
the year ended 31 December 2024.

In addition, in the course of preparing the financial statements for the year
ended 31 December 2025, a critical accounting judgement was made by management
in relation to the strategic exit from the Americas Yarns business which has
been presented as a discontinued operation as set out below.

 

Discontinued operations

In December 2024 the Group closed its Performance Materials Division facility
in Toluca, Mexico and in April 2025 announced the full exit from the non-core
US Yarns business based in Kings Mountain, North Carolina. The sale of the
Kings Mountain plant was completed in June 2025. This followed a strategic
review of the Americas Yarns business which started in Q4 2024. The strategic
review concluded that the Americas Yarns business did not fit with Coats'
future strategy and the exit allows management to focus on driving forward and
growing other parts of the Group's attractive portfolio.

 

The results of the Americas Yarns business have been presented as a
discontinued operation in the consolidated income statement for the year ended
31 December 2025. Amounts for the year ended 31 December 2024 in the
consolidated income statement have been represented to reclassify the results
of the Americas Yarns business from continuing operations to discontinued
operations. Note 13 provides further details.

 

Judgement is used by the Group in assessing whether a disposal of a business
represents a disposal of a separate major line of business considering the
facts and circumstances of each disposal. In determining whether a disposal
represents a separate major line of business, the Group considers both
quantitative and qualitative factors.

 

If the Group had concluded that the exit of the Americas Yarns business did
not represent a discontinued operation, the Group's revenue and operating
profit before exceptional and acquisition related items from continuing
operations for the year ended 31 December 2025 would have been $1,491.2m and
$290.3m respectively (2024: $1,500.9m and $269.6m respectively). The Group's
revenue and operating profit before exceptional and acquisition related items
from continuing operations for the year ended 31 December 2025 was

$1,464.9m and $289.8m respectively (2024: $1,433.0m and $271.9m respectively)
with the Americas Yarns business reported as a discontinued operation.

In addition total exceptional costs associated with the exit of the Americas
Yarns business of $16.7m for the year ended 31 December 2025 (2024: $22.4m)
would have been charged to operating profits from continuing rather than the
loss from discontinued operations. As a result, total exceptional and
acquisition related items charged to operating profits from continuing
operations for the year ended 31 December 2025 would have been

$65.1m (2024: $69.8m) compared to $48.4m (2024: $47.4m) that has been
reported. See note 13 for further details on the results of the Americas Yarns
business.

 

Key sources of estimation uncertainty

 

There are no key sources of estimation uncertainty at the 31 December 2025
balance sheet date, that may have a significant risk of causing material
adjustment to the carrying amounts of assets and liabilities within the next
financial year.

 

Other areas of estimation uncertainty

 

Other areas of estimation uncertainty are as follows:

·    Goodwill and other intangible assets arising from the OrthoLite
acquisition

The acquisition of OrthoLite during the year ended 31 December 2025 resulted
in intangible assets being recognised by the Group which consisted of customer
relationships, brands and trade names and technology. External professional
valuation advisors were engaged to assist in identifying and valuing these
intangible assets. Other intangible benefits that did not meet the criteria
for recognition formed part of goodwill. Judgements and estimates were made in
the determination of the valuation of these intangible assets. These judgments
and estimates included expected future cash flows, customer attrition rates,
royalty rates and the useful economic lives of the intangible assets acquired.
See note 12 for details of the OrthoLite acquisition.

 

·    Assumptions used in determining the value in use for the US and
Mexico cash generating unit ("CGU")

The property, plant and equipment for the US and Mexico CGU has been reviewed
for impairment using the value in use method (including plant and machinery
with a carrying amount of approximately $15m).

 

The revenue and margin growth assumptions used in the US and Mexico CGU are
sensitive to change. A change in key revenue and margin growth assumptions
could result in a change in the assessed recoverable amount of the CGU.

 

Revenue growth and operating margin improvement assumptions in 2029-2030 for
the US and Mexico CGU are as follows:

 

                    Revenue growth  Revenue growth  Operating margin improvement  Operating margin improvement  Terminal

                    2029            2030            2029                          2030                          value growth

                                                                                                                rate
                    %               %               %                             %                             %
 US and Mexico CGU  6.4             5.5             1.5                           0.1                           2.2

 

Operating margins improvements in 2026-2028 are expected to exceed the amounts
shown above with improvements reducing to these levels in 2029-2030.

The following isolated changes would result in headroom being completely
eliminated in the US and Mexico CGU value in use impairment assessment:

 

·    the discount rate increasing by 310 bps; or

·    revenue CAGR for 2026-2030 decreasing to 3.1%; or

·    operating margin for 2030 and the terminal period decreasing by 250
bps.

 

These scenarios do not represent reasonably possible changes in key
assumptions.

 

New IFRS accounting standards, interpretations and amendments adopted in the year

Except for the changes arising from the adoption of new accounting standards,
interpretations and amendments (as detailed below), the same accounting
policies, presentation and methods of computation have been followed in the
financial information set out in this statement as applied in the Group's
annual financial statements for the year ended 31 December 2024.

During the year, the Group adopted the following standards, interpretations
and amendments:

 

·        Lack of Exchangeability (Amendments to IAS 21).

The adoption has not had a material impact on the financial statements of the
Group.

 

Going concern

The Directors are satisfied that the Group and the Company has sufficient
resources to continue in operation for the period from the date of this report
to 30 June 2027. Accordingly, they continue to adopt the going concern basis
in preparing the consolidated financial statements. In assessing the Group's
going concern position, the Directors have considered a number of factors,
including the current balance sheet position and available liquidity, the
current trading performance as set out in the Full Year Results Overview
section of the Chief Executive's Review included in the 2025 Annual Report,
the principal and emerging risks which could impact the performance of the
Group and compliance with borrowing covenants.

 

In order to assess the going concern status of the Group, management has
prepared:

 

 ·             A base case scenario, aligned to the latest Group budget for 2026 as well as
               the Group's updated Medium Term Plan for 2027;

 ·             A downside scenario has been prepared, which assumes that the global economic
               environment is depressed over the assessment period. This scenario assumes
               trading below 2025 levels, this scenario is considered to be severe but
               plausible given the current uncertain global macro-economic and geo-political
               environment; and

 ·             A reverse stress test flexing sales to determine what circumstance would be
               required to either reduce headroom to nil on committed borrowing facilities or
               breach borrowing covenants, whichever occurred first.

As more fully described in the Outlook section included in the 2025 Annual
Report, the Directors expect that the core apparel and footwear end markets
will remain uncertain in 2026. The Directors expect the Group to grow
organically in 2026, even under conditions of market uncertainty, with modest
organic operating margin improvement in addition to the margin enhancement
benefit of bringing OrthoLite into the Group. The Directors also expect
another strong year of free cash flow generation. The severe but plausible
downside scenario includes further management actions that would be deployed
if required (for example further reduction in costs).

 

The reverse stress test noted an implausible decrease in trading performance,
with revenues almost 20% below the base case, would be required. The test also
includes further controllable management actions that could be deployed if
required (for example no bonus payments, reduced discretionary costs and
significantly reduced capital expenditure). The outcome of the reverse stress
test was that the leverage covenant would be breached, however, at the
breaking point in the test the Group still maintained sufficient liquidity on
committed borrowing facilities. The Directors consider the likelihood of the
condition in the reverse stress test occurring to be remote on the basis that
the Group has not experienced such a decline historically.

Liquidity headroom

 

As at 31 December 2025 the Group's net debt (excluding IFRS 16 leases
liabilities) was $814.7m (2024: $449.3m). The Group's committed debt
facilities total $1,470m across its Banking and US Private Placement group,
with a range of maturities from October 2026 through to 2034. The only
facility which matures during the going concern assessment period is the
bridge facility of $300m used to fund the acquisition of OrthoLite, this
facility has an initial term of 12 months and matures in October 2026. This
initial term can be extended by a further 12 months at Coats option. The going
concern assessment assumes that the option to extend the bridge facility by 12
months is exercised, in the event it is not refinanced before then. As of 31
December 2025 the Group had around $441m of headroom against these committed
banking facilities. In each scenario liquidity headroom exists throughout the
assessment period.

Covenant testing

 

The Group's committed borrowing facilities are subject to ongoing covenant
testing. Covenants are measured twice a year, at full year and half year on a
twelve month rolling basis and are measured under frozen accounting standards
and therefore exclude the effects of IFRS 16. The financial covenants under
the borrowing agreements are for leverage (net debt / EBITDA) to be less than
3.0 and interest cover (EBITDA / interest charge) to be in excess of 4.0. All
banking covenants tests were met at 31 December 2025, with leverage of 2.2x
and interest cover of 11.2x. The base case forecast indicates that banking
covenants will be met throughout the assessment period. Under the severe but
plausible downside scenario covenant compliance is still projected to be
achieved throughout the assessment period.

 

Conclusion

 

In conclusion, after reviewing the base case, the severe but plausible
downside scenario and considering the remote likelihood of the scenario in the
reverse stress test occurring, the Directors have formed the judgement that,
at the time of approving the consolidated financial statements, there are no
material uncertainties that cast doubt on the Group's and the Company's going
concern status and that it is appropriate to prepare the consolidated
financial statements on the going concern basis for the period from the date
of this report to 30 June 2027.

 

Principal exchange rates

The principal exchange rates (to the US dollar) used are as follows:

                               2025   2024
 Average     Sterling          0.76   0.78
             Euro              0.88   0.92
             Chinese Renminbi  7.19   7.20
             Indian Rupee      87.12  83.66
             Turkish Lira*     39.52  32.82
 Period end  Sterling          0.74   0.80
             Euro              0.85   0.97
             Chinese Renminbi  6.99   7.30
             Indian Rupee      89.85  85.55
             Turkish Lira      42.95  35.34

 

*Cumulative inflation rates over a three-year period exceeded 100% in Turkey
in May 2022 and since then Turkey is considered as hyperinflationary. As a
result, IAS 29 "Financial Reporting in Hyperinflationary Economies" has been
applied. In accordance with IAS 29, the financial statements of the Company's
subsidiary in Turkey are translated into the Group's US Dollar presentational
currency at the year end exchange rate.

 

Monetary assets and liabilities are not restated. All non-monetary items
recorded at historical rates are restated for the change in purchasing power
caused by inflation from the date of initial recognition to the year end
balance sheet date. The income statement of the Company's subsidiary in Turkey
is adjusted for inflation during the reporting period. A net gain of $2.0m for
the year ended 31 December 2025 (2024: $0.3m) was recognised within finance
income on non-monetary items held in Turkish Lira. The inflation rate used is
the consumer price index published by the Turkish Statistical Institute,
TurkStat. The movement in the price index for the year ended 31 December 2025
was 31% (2024: 44%).

 

2.       Segmental analysis

Operating segments are components of the Group's business activities about
which separate financial information is available that is evaluated regularly
by the chief operating decision maker (the Group Executive Team) in deciding
how to allocate resources and in assessing performance.

 

The Group's customers throughout the year ended 31 December 2025 were grouped
into three segments Apparel, Footwear and Performance Materials which have
distinct different strategies and differing customer/end-use market profiles.
The Footwear Division includes the results of the acquired OrthoLite business
(see note 12).

 

On 30 October 2025 the Group announced that it was streamlining its
organisation structure into two divisions: Apparel and Footwear, to reflect
the transformation of the Group's profile following the exit from the Americas
Yarns business and the acquisition of OrthoLite. This change reduces internal
complexity and aligns the divisions more closely with the underlying textile
engineering and polymer science technologies.

 

Effective 1 January 2026 the Group's new organisational structure and
reporting structure consisted of two divisions: Apparel and Footwear. The
Group will report its financial results on this new segmental basis from half
year 2026 and, from 1 January 2026, this is the basis on which financial
information will be reported internally to the chief operating decision maker
(CODM) for the purpose of allocating resources between segments and assessing
their performance. The Personal Protection and Performance Threads business
(approximately 80% of Performance Materials) has become part of the Apparel
division. The Telecoms & Energy business (approximately 20% of Performance
Materials) has become part of the Footwear division.

As at 31 December 2025, this internal reorganisation had not been completed
and segment results were grouped into three segments Apparel, Footwear and
Performance Materials. The CODM was provided financial information throughout
the year ended 31 December 2025 on this basis to assess performance and
allocate resources.

 
 Segment revenue and results                          Apparel  Footwear  Performance  Total

                                                                         Materials
 Year ended 31 December 2025                          US$m     US$m      US$m         US$m
 Continuing operations
 Revenue                                              768.7     440.0    256.2        1,464.9
 Segment profit                                       155.5    105.3     29.0         289.8

 Exceptional and acquisition related items (note 3)                                   (48.4)
 Operating profit                                                                     241.4
 Share of profits of joint ventures                                                   1.3
 Finance income                                                                       11.0
 Finance costs                                                                        (52.1)
 Profit before taxation from continuing operations                                    201.6

 

                                                      Apparel  Footwear  Performance  Total

                                                                         Materials
 Year ended 31 December 2024*                         US$m     US$m      US$m         US$m
 Continuing operations

 Revenue                                              769.8    403.5     259.7        1,433.0
 Segment profit                                       150.6    94.8      26.5         271.9

 Exceptional and acquisition related items (note 3)                                   (47.4)
 Operating profit                                                                     224.5
 Share of profits of joint ventures                                                   1.9
 Finance income                                                                       3.1
 Finance costs                                                                        (31.5)
 Profit before taxation from continuing operations                                    198.0

 

Segment results include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis. Exceptional and acquisition
related items are not allocated to segments. In addition, no measures of total
assets and total liabilities are reported for each reportable segment as such
amounts are not regularly provided to the chief operating decision maker.

 

 

Disaggregation of revenue

The following table shows revenue disaggregated by primary geographical
markets with a reconciliation of the disaggregated revenue with the Group's
reportable segments.

                                                   2025     2024*
 Year ended 31 December                            US$m     US$m
 Continuing operations
 Primary geographic markets
 Asia                                              1,018.3  964.2
 Americas                                          162.8    166.5
 EMEA                                              283.8    302.3
 Total                                             1,464.9  1,433.0
 Continuing operations
 Apparel                                           768.7    769.8
 Footwear                                          440.0    403.5
 Performance Materials                             256.2    259.7
 Total                                             1,464.9  1,433.0
 Timing of revenue recognition
 Goods transferred at a point in time              1,452.7  1,421.7
 Software solution services transferred over time  12.2     11.3
 Total                                             1,464.9  1,433.0

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

The software solutions business is included in the Apparel segment.

 

The revenue of OrthoLite for the period from its acquisition on 29 October
2025 to 31 December 2025 of $42.6m is included in the amount above for the
Footwear segment of which $42.1m is included in Asia and $0.5m is included in
EMEA.

The Group had no revenue from a single customer which accounts for more than
10% of the Group's revenue.

 

3.       Exceptional and acquisition related items

 

The Group's consolidated income statement format is presented before and after
exceptional and acquisition related items. Adjusted results exclude
exceptional and acquisition related items on a consistent basis with the
previous reporting period to provide valuable additional information for users
of the financial statements in understanding the Group's performance and
reflects how the performance of the business is managed and measured on a
day-to-day basis. Further details on alternative performance measures are set
out in note 14.

 

Exceptional items may include significant restructuring associated with a
business or property disposal, litigation costs and settlements, profit or
loss on disposal of property, plant and equipment, non-actuarial gains or
losses arising from significant one off changes to defined benefit pension
obligations, regulatory investigation costs and impairment of assets.
Acquisition related items include amortisation of acquired intangible assets,
acquisition transaction costs, contingent consideration linked to employment
and adjustments to contingent consideration.

 

Judgement is used by the Group in assessing the particular items, which by
virtue of their scale and nature, are presented in the income statement and
disclosed in the related notes as exceptional items. In determining whether an
event or transaction is exceptional, materiality is a key consideration and
qualitative factors, such as frequency or predictability of occurrence, are
also considered. This is consistent with the way financial performance is
measured by management and reported to the Board.

 

Total exceptional and acquisition related items charged to profit before
taxation from continuing operations for the year ended 31 December 2025 were
$51.6m (2024: $47.4m) comprising exceptional items for the year ended 31
December 2025 of $1.8m (2024: $26.1m) and acquisition related items for the
year ended 31 December 2025 of $49.8m (2024: $21.3m), which includes
amortisation charges of acquired intangible assets for the year ended 31
December 2025 of $27.0m (2024: $21.3m). Taxation in respect of exceptional and
acquisition related items is set out in note 6.

 

Exceptional items

 

Exceptional items charged to profit before taxation from continuing operations
during the year ended 31 December 2025 are set out below:

 

                                                                            2025  2024*
 Year ended 31 December                                                     US$m  US$m
 Exceptional items:
 Strategic project costs:
 -     Cost of sales                                                        1.3   18.7
 -     Distribution costs                                                   0.2   -
 -     Administrative costs                                                 0.1   4.3
                                                                            1.6   23.0
 Costs to deliver Footwear acquisitions integration synergies:
 -     Distribution costs                                                   0.2   0.5
 -     Administrative costs                                                 -     0.8
                                                                            0.2   1.3
 UK pension scheme costs
 -     Administrative costs                                                 -     1.8
 Total exceptional items charged to profit before taxation from continuing
 operations

                                                                            1.8   26.1

 

Strategic project costs

 

Strategic project initiatives commenced during 2022 to optimise the Group's
portfolio and footprint and improve the overall cost base efficiency. These
exceptional strategic project activities were largely completed at the end of
2024. Exceptional restructuring costs totalling $1.6m were incurred during the
year ended 31 December 2025 (2024: $23.0m).

Costs to deliver Footwear acquisitions integration synergies

During the year ended 31 December 2025 exceptional costs of $0.2m (2024:
$1.3m) were charged to the profit and loss account relating to the integration
of the Texon and Rhenoflex businesses, which were acquired in 2022.

 

UK Pension Scheme costs

There were no exceptional costs relating to the UK pension scheme during the
year ended 31 December 2025. Exceptional costs of $1.8m for the year ended 31
December 2024 related to the purchase of the bulk annuity policy ("buy-in") in
September 2024. As a result of the buy-in, all the financial and demographic
risks relating to the scheme's liabilities are fully hedged. This buy-in
represented a significant step in Coats fully insuring its UK pension
obligations.

 

Acquisition related items

Acquisition related items are set out below:

                                                                         2025  2024*
 Year ended 31 December                                                  US$m  US$m
 Acquisition related items:
 Administrative expenses:
 Acquisition transaction costs                                           19.6  -
 Amortisation of acquired intangible assets                              27.0  21.3
                                                                         46.6  21.3
 Finance costs:
 Acquisition transaction costs                                           3.2   -
 Total acquisition related items charged to profit before taxation from  49.8  21.3
 continuing operations

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

Acquisition transaction costs including legal and advisory fees charged to
administrative expenses during the year ended 31 December 2025 were $19.6m in
connection with the acquisitions of OrthoLite and Viz Reflectives. Acquisition
transaction costs charged to finance costs during the year ended 31 December
2025 of

$3.2m relate to the $550.0m term loan facilities agreement used to finance the
acquisition of OrthoLite (see note 12).

Acquisition transaction costs and amortisation of intangible assets acquired
through business combinations are not included within adjusted operating
profit and adjusted earnings per share. These costs are acquisition related
and management consider them to be capital in nature and are not included in
profitability measures by which management assess the performance of the
Group.

Excluding amortisation of intangible assets acquired through business
combinations and recognised in accordance with IFRS 3 "Business Combinations"
from adjusted results also ensures that the performance of the Group's
acquired businesses is presented consistently with its organically grown
businesses. It should be noted that the use of acquired intangible assets
contributed to the Group's results for the years presented and will contribute
to the Group's results in future periods as well. Amortisation of acquired
intangible assets will recur in future periods. Amortisation of software is
included within operating results as management consider these cost to be part
of the trading performance of the business.

 

 

4.       Finance income

 

                                                               2025  2024
 Year ended 31 December                                        US$m  US$m
 Income from investments                                       0.2   0.3
 Net gain arising from hyperinflation accounting (see note 1)  2.0   0.3
 Other interest receivable and similar income                  8.8   2.5
                                                               11.0  3.1

 

 

 

5.       Finance costs

 

                                                                                2025  2024*
 Year ended 31 December                                                         US$m  US$m
 Interest on bank and other borrowings                                          37.3  31.3
 Interest expense on lease liabilities                                          4.1   4.0
 Net interest on pension scheme assets and liabilities                          2.3   (4.2)
 Other finance costs including unrealised gains and losses on foreign exchange  8.4   0.4
 contracts
                                                                                52.1  31.5

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

Other finance costs for the year ended 31 December 2025 include acquisition
related transaction costs of $3.2m (2024: $nil) incurred in connection with
the new $550.0m term loan facilities agreement used to finance the acquisition
of OrthoLite (see notes 3 and 12).

 

6.       Tax on profit from continuing operations

 

                                              2025    2024*
 Year ended 31 December                       US$m    US$m
 Current tax charge                           (70.5)  (72.6)
 Deferred tax credit                          5.6     1.1
 Total tax charge from continuing operations  (64.9)  (71.5)

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

The current tax charge includes withholding tax charges for the year ended 31
December 2025 of $15.0m (2024: $16.7m) including withholding taxes arising
from the repatriation of earnings and payment of intra-group charges mainly to
the United Kingdom. The United Kingdom current corporation tax charge at 25%
(2024: 25%) was $nil for the year ended 31 December 2025 and 2024.

 

For the year ended 31 December 2025 the tax credit in respect of exceptional
and acquisition related items was $8.5m (2024: charge of $1.5m). This includes
tax credits in connection with acquisition transaction costs of $1.3m (2024:
$1.4m in connection with exceptional strategic projects), an acquisition
related tax credit totalling $7.2m (2024: $4.3m) relating to the unwinding of
deferred tax liabilities on the amortisation of acquired intangible assets,
which in 2025 includes OrthoLite, and an exceptional deferred tax charge on
writing down deferred tax assets in Mexico of $nil (2024: $7.2m).

 

7.       Earnings per share

 

The calculation of basic earnings per ordinary share from continuing
operations is based on the profit from continuing operations attributable to
equity shareholders and the weighted average number of Ordinary Shares in
issue during the year, excluding shares held by the Employee Benefit Trust but
including shares under share incentive schemes which are not contingently
issuable. The weighted average number of Ordinary Shares includes the capital
raise during the year ended 31 December 2025 (see note 8).

 

The calculation of basic earnings per ordinary share from continuing and
discontinued operations is based on the profit attributable to equity
shareholders. The weighted average number of ordinary shares used for the
calculation of basic earnings per ordinary share from continuing and
discontinued operations is the same as that used for basic earnings per
ordinary share from continuing operations.

 

For diluted earnings per ordinary share, the weighted average number of
ordinary shares in issue is adjusted to include all potential dilutive
ordinary shares. The Group has two classes of dilutive potential Ordinary
Shares: those shares relating to awards under the Group Deferred Bonus Plan
which have been awarded but not yet reached the end of the three year
retention period and those long-term incentive plan awards for which the
performance criteria would have been satisfied if the end of the reporting
period were the end of the contingency period.

 

                                                                            2025   2024*
 Year ended 31 December                                                     US$m   US$m
 Profit from continuing operations attributable to equity shareholders      118.9  106.9
 Profit from continuing and discontinued operations attributable to equity  103.4  80.1
 shareholders

 

Profit from continuing operations attributable to equity shareholders for the
year ended 31 December 2025 of

$118.9m (2024: $106.9m) comprises the profit from continuing operations for
the year ended 31 December 2025 of $136.7m (2024: $126.5m) less
non-controlling interests for the year ended 31 December 2025 of

$17.8m (2024: $19.6m) as reported in the income statement.

 

                                                                               2025       2024
 Year ended 31 December                                                        Number of  Number of

                                                                               shares m   shares m
 Weighted average number of ordinary shares in issue for basic earnings per    1,750.6    1,604.5
 share
 Adjustment for share options and LTIP awards                                  10.6       20.1
 Weighted average number of ordinary shares in issue for diluted earnings per  1,761.2    1,624.6
 share

 

                                          2025   2024*
 Year ended 31 December                   cents  cents
 Continuing operations:
 Basic earnings per ordinary share        6.79   6.66
 Diluted earnings per ordinary share      6.75   6.58
 Continuing and discontinued operations:
 Basic earnings per ordinary share        5.91   4.99
 Diluted earnings per ordinary share      5.87   4.93

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

8.       Issued share capital

During the year ended 31 December 2025 the Company issued 319,562,076 Ordinary
shares of 5p each in connection with a capital raise (2024: nil). The par
value of the shares issued was $21.4m and the amount credited to share
premium, net of costs, was $300.9m. The proceeds raised, net of costs, of
$322.3m were used to fund the acquisition of OrthoLite (see note 12).

 

                           Number of
                           Shares         US$m
 At 1 January 2025         1,597,810,385  99.0
 Issue of ordinary shares  319,562,076    21.4
 At 31 December 2025       1,917,372,461  120.4

 

During the year ended 31 December 2024 the Company had 1,597,810,385 Ordinary
shares of 5p each in issue.

The own shares reserve of $3.2m at 31 December 2025 (2024: $5.3m) represents
the cost of shares in Coats Group plc purchased in the market and held by an
Employee Benefit Trust to satisfy awards under the Group's share based
incentive plans. The number of shares held by the Employee Benefit Trust at 31
December 2025 was 3,010,519 (2024: 4,905,769).

 

 

9.       Dividends

 

                                                    2025  2024
 Year ended 31 December                             US$m  US$m
 2025 interim dividend paid - 1.0 cents per share   19.2  -
 2024 final dividend paid - 2.19 cents per share    34.9  -
 2024 interim dividend paid - 0.93 cents per share  -     14.8
 2023 final dividend paid - 1.99 cents per share    -     31.7
                                                    54.1  46.5

 

The proposed final dividend of 2.28 cents per ordinary share for the year
ended 31 December 2025 is not recognised as a liability in the consolidated
statement of financial position in line with the requirements of IAS 10 Events
after the Reporting Period and, subject to shareholder approval, will be paid
on 28 May 2026 to ordinary shareholders on the register on 8 May 2026, with an
ex-dividend date of 7 May 2026.

 

 

10.      US environmental matters

 

As noted in previous reports, in 2009 the US Environmental Protection Agency
('EPA') identified over 100 potentially responsible parties, including Coats
& Clark, Inc. ('CC'), under the US Superfund law for investigation and
remediation costs at the 17-mile Lower Passaic River Study Area ('LPR') in New
Jersey. The Group analysed alleged operations of CC's predecessor facilities
in that area prior to 1950, and believes it has valid defences, including that
it is not responsible for the contaminants that are EPA's primary focus. An
EPA-appointed allocator agreed, placing CC in the lowest tier with a de
micromis share and correctly concluded that Occidental Chemical Corporation
('OCC') and other parties are responsible for most of the remedial costs.

In 2022 CC and other parties entered into a cash-out settlement with EPA in
which the settling parties agreed to pay $150m toward remediation of the LPR
in exchange for a release for those matters addressed in the settlement. The
District Court approved that settlement, and that approval is presently on
appeal by OCC. The settlement does not address claims for natural resource
damages by federal natural resource trustees; the Group believes that CC's
share, if any, of such costs would be de micromis.

 

In 2018, OCC filed a separate lawsuit against approximately 120 defendants,
including CC, seeking recovery of past environmental costs and contribution
toward future environmental costs. That proceeding has been stayed while OCC
appeals the District Court's approval of the settlement.

 

In early 2026, OCC's parent completed a series of transactions resulting in
OCC's assets being sold and OCC's LPR liabilities purportedly being
transferred to a special purpose entity. Numerous parties to the cash-out
settlement, including CC, have filed a lawsuit requesting that the court
clarify the effect of the transactions, if any, on the LPR litigation.

 

In 2015, a provision totalling $15.8m was recorded for LPR remediation costs
and the estimated associated legal and professional defence costs. This charge
to the income statement was stated on a net present value basis. In 2018, an
additional $8m provision was recorded to cover legal and professional fees.
Following the sale of CC in 2019, Coats North America Consolidated Inc.
('CNAC') retains the control and responsibility for the eventual outcome of
the ongoing LPR environmental matters. At 31 December 2025, the remaining
provision was $10.1m (31 December 2024: $11.2m). The remaining provision may
be reduced if the courts approve the settlement and bar further litigation
against CC and other settling parties. However, additional provisions may be
recorded based on potential changes in the government's position, further
judicial decisions, negotiations among the parties and other future events.

 

11.      Notes to the consolidated cash flow statement

 

a)       Reconciliation of operating profit to cash generated from
operations

 

                                                               2025    2024*
 Year ended 31 December                                        US$m    US$m
 Operating profit1                                             241.4   224.5
 Depreciation of owned property, plant and equipment           23.9    24.3
 Depreciation of right-of-use assets                           17.8    17.0
 Amortisation and impairment of intangible assets              28.5    22.9
 Impairment of property, plant and equipment and other assets  1.4     8.7
 Decrease/(increase) in inventories                            13.7    (7.2)
 Decrease/(increase) in debtors                                9.2     (18.1)
 Increase in creditors                                         9.0     25.4
 Provisions and pension movements                              (22.4)  (95.8)
 Foreign exchange and other non-cash movements                 6.1     2.1
 Discontinued operations                                       2.2     (7.1)
 Cash generated from operations                                330.8   196.7

1 Refer to the consolidated income statement for a reconciliation of profit
before taxation to operating profit from continuing operations.

In September 2024 the Group and the UK pension scheme Trustees agreed to
purchase a bulk annuity policy ("buy-in"), which insured the remaining 80% of
the UK scheme's pension liabilities. In connection with the buy-in, additional
funding was provided to the UK pension scheme in the year ended 31 December
2024 totalling $127.8m. The Group made a $89.5m (£70m) upfront cash
contribution to the scheme and a further $38.3m (£30m) was provided to the
scheme as a loan. The upfront cash contribution was included in cash generated
from operations in the consolidated statement of cash flows for the year ended
31 December 2024. The cash paid to the scheme as a loan was included in cash
absorbed in investing activities in the consolidated statement of cash flows
for the year ended 31 December 2024. Cash generated from operations and net
cash from operations (after interest and tax paid) for the year ended 31
December 2024 was $286.2m and $185.3m respectively excluding the upfront cash
contribution to the UK pension scheme.

b)       Interest paid

 

                          2025    2024*
 Year ended 31 December   US$m    US$m
 Interest paid            (34.2)  (30.3)
 Discontinued operations  (1.1)   (1.2)
                          (35.3)  (31.5)

c)       Taxation paid

 

                          2025    2024*
 Year ended 31 December   US$m    US$m
 Overseas tax paid        (70.8)  (67.5)
 Discontinued operations  -       (1.9)
                          (70.8)  (69.4)

d)       Investment income

 

                         2025                        2024
 Year ended 31 December  US$m                        US$m

 Dividends received from joint ventures        1.7   1.0

 

e)       Capital expenditure and financial investment

 

                                                                   2025     2024*
 Year ended 31 December                                            US$m     US$m

 Purchase of property, plant and equipment and intangible assets   (32.1)   (25.7)
 Proceeds from disposal of property, plant and equipment           0.9      3.0
 Discontinued operations                                           1.7      (1.3)
                                                                   (29.5)   (24.0)

f)        Acquisitions and disposals of businesses

 

                         2025  2024
 Year ended 31 December  US$m  US$m

 

 Acquisition of businesses          (552.0)  -
 Disposal of discontinued business  13.1     -
                                    (538.9)  -

g)       Summary of net debt

 

                                       2025       2024
 Year ended 31 December                US$m       US$m

 Cash and cash equivalents             232.0      146.0
 Bank overdrafts                       (0.1)      (0.2)
 Net cash and cash equivalents         231.9      145.8
 Borrowings                            (1,046.6)  (595.1)
 Net debt excluding lease liabilities  (814.7)    (449.3)
 Lease liabilities                     (92.9)     (83.2)
 Total net debt                        (907.6)    (532.5)

 

For financial covenant purposes under the Group's borrowing arrangements, the
Group's leverage is calculated on the basis of net debt without IFRS 16 lease
liabilities and at the Coats Group Finance Company Limited level. Net debt
excluding IFRS 16 lease liabilities at the Coats Group Finance Company Limited
level at 31 December 2025 for covenant purposes was $818.7m (31 December 2024:
$454.3m).

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

12.     Acquisitions

 

On 16 July 2025 the Group announced it had signed a definitive agreement to
acquire OrthoLite Holdings LLC ('OrthoLite'), the global market leader of
premium insoles, for an initial enterprise value of $770m.

 

The acquisition strengthens the product portfolio and capabilities of the
existing Coats footwear business through expansion into the attractive, high
growth premium insole market segment. OrthoLite is highly complementary, with
significant overlap in customers, route to market and operational footprint,
and provides opportunities to accelerate growth through innovation and
cross-selling.

On 29 October 2025 the acquisition was completed and the Group obtained
control acquiring the entire share capital of OrthoLite for cash consideration
of $581.7m. On completion, the Group immediately settled OrthoLite's external
bank debt of $247.6m such that the total cash outflow was $829.3m. The
acquisition of OrthoLite was funded through an equity raise of $322.3m net of
costs and a new $550.0m term loan facilities agreement of which $450m was
drawn down.

 

The acquisition of OrthoLite has been accounted for as a business combination
using the acquisition method in accordance with IFRS 3 'Business
Combinations.' A provisional assessment of the fair values of identified
assets acquired and liabilities assumed has been undertaken with assistance
provided by external valuation specialists.

 

In the provisional accounting, adjustments are made to the book values of the
net assets acquired to reflect their provisional fair values to the Group.
Previously unrecognised assets and liabilities at acquisition are included. As
part of this exercise, material accounting policies are aligned with those of
the Group and as the acquisition was made in the last quarter of the year and
given OrthoLite's global footprint, the fair values presented below are
provisional as the assessment will be completed within 12 months from the
acquisition date.

 

The provisional fair values of the identifiable assets and liabilities of
OrthoLite as at the date of acquisition are as follows:

 

                                                                    Provisional fair values recognised on acquisition
                                                                    US$m
 Assets
 Acquired intangible assets
 - Customer relationships                                           437.4
 - Brands and trade names                                           59.3
 - Technology                                                                             72.4
                                                                    569.1
 Computer software                                                  0.6
 Property, plant and equipment                                      26.9
 Right-of-use-assets                                                11.3
 Deferred tax assets                                                1.5
 Inventories                                                        23.6
 Trade and other receivables                                        47.3
 Cash and cash equivalents                                                                33.7
                                                                    714.0
 Liabilities
 Trade and other payables                                           (54.0)
 Deferred tax liabilities                                           (50.5)
 Borrowings                                                         (248.6)
 Lease liabilities                                                  (11.4)
 Provisions                                                                               (6.0)
                                                                                     (370.5)
 Non-controlling interests                                                                (5.2)
 Total identifiable net assets acquired at provisional fair values  338.3
 Goodwill recognised on acquisition (provisional)                                       242.2
 Total net assets acquired at provisional fair values                                   580.5

 

 Cash purchase consideration paid  581.7
 Completion and other adjustments                        (1.2)
 Total consideration payable                           580.5

 

The fair value assessed for intangible customer relationship assets was
$437.4m. This will be amortised over a twenty year useful economic life. As
fair value level one observable market prices are not available for these
assets, management engaged external professional valuation advisors to assist
in identifying and valuing these assets. The excess earnings method was used
to value these customer relationships which considers the use of other assets
in the generation of projected cash flows to isolate the economic benefit
generated by the relationships.

 

The fair value assessed for brands and trade names was $59.3m and for
technology was $72.4m. The relief from royalty method was used to value both
the technology and the trade names which will be amortised over a useful
economic life of fifteen and ten years respectively. The relief from royalty
method looks at the savings from owning the trade name and technology compared
to paying royalties for their use based on comparable market royalty rates.

 

Provisional fair value adjustments were also made which reduced property,
plant and equipment by $8.7m and inventories by $3.7m. Right-of-use assets and
lease liabilities were recognised in accordance with IFRS 16. The fair value
of receivables acquired shown above approximate to the gross contractual
amounts receivable. The amount of gross contractual receivables not expected
to be recovered is not material and there are no material contingent
liabilities recognised in accordance with paragraph 23 of IFRS 3.

 

The total net assets acquired at provisional fair values include adjustments
made relating to the deferred tax impact of the fair values recognised for
acquired intangible assets, US tax attributes and other fair value adjustments
at the tax rates that are expected to be applied to the temporary differences
when they reverse, based on the laws that were enacted or substantively
enacted. Adjustments were also made to provide for uncertain tax positions on
a provisional basis utilising expert in-house and third-party advice on
potential outcomes, tax authority practices and previous experience.
Corporation tax liabilities, deferred tax assets and deferred tax liabilities
recognised in relation to these and other items as a result of the acquisition
totalled

$23.3m, $1.5m and $50.5m respectively as at the acquisition date.

 

Provisional goodwill of $242.2m represents the premium attributable to
purchasing an established business with an assembled workforce, opportunities
for synergies and exploitation of the general technological capabilities and
knowledge base. The total amount of provisional goodwill that is expected to
be deductible for tax purposes is approximately $198m.

 

Goodwill is not amortised but tested annually for impairment. For the purposes
of annual impairment testing the provisional goodwill has initially been
allocated to a new Footwear Insoles cash generating unit. This initial
allocation will be reviewed during 2026 following integration of OrthoLite
with the pre-existing Coats footwear business.

 

Provisional goodwill and intangible assets acquired totalled $811.3m. From the
date of acquisition of OrthoLite to 31 December 2025, amortisation charges for
acquired intangible assets amounted to $5.7m.

 

From the date of acquisition, the contribution by OrthoLite to revenues in the
year to 31 December 2025 was

$42.6m. The contribution to operating profit excluding exceptional items and
amortisation of acquired intangible assets in the year to 31 December 2025 was
$10.5m. The profit after taxation from the date of acquisition to 31 December
2025 (after exceptional items and amortisation of acquired intangible assets)
was $3.1m.

 

If the acquisition had taken effect at the beginning of the reporting period
(1 January 2025), the Group's revenues for the year ended 31 December 2025
would have been $231.5m higher and the Group's profit after tax would have
been $19.7m higher based on unaudited management accounts.

 

Under the terms of the transaction, contingent consideration of up to $10m is
payable based on full year 2025 performance. The fair value of this contingent
consideration at the acquisition date was $nil and based on 2025 performance
no contingent consideration is payable. The final cash consideration is
subject to customary completion adjustments.

 

The purchase consideration was paid in cash with the amounts included in the
statement of consolidated cash reconciled as follows:

                                                                        Total
                                                                        US$m
 Purchase consideration paid to previous owners                         581.7
 Cash and cash equivalents acquired                                                      (33.7)
 Acquisition of businesses - investing cash flows                       548.0
 External bank borrowings settled on completion - financing cash flows                    247.6
 Total cash out flow on the acquisition date                                              795.6

 

The repayment of the external bank borrowings of OrthoLite on the completion
date of the acquisition is presented as a financing cash flow.

 

Acquisition of Viz Reflectives

On 6 October 2025 the Group completed the small acquisition of the trade and
certain assets of Viz Reflectives for an initial cash consideration of $4.0m
with further contingent consideration of up to $8.4m payable based on certain
milestones and performance.

The unique VizLite phosphorescent (glow-in-the-dark) technology of the
business can be used in combination with Coats' existing retro-reflectivity
and fluorescent colour capabilities, to offer a third layer of visibility for
environments with reduced or no light. This combination has life-saving
attributes for fire-fighting and other applications. The acquisition will
accelerate the Group's PPE fabrics strategy.

 

The acquisition of Viz Reflectives has been accounted for as a business
combination using the acquisition method in accordance with IFRS 3 'Business
Combinations.' A provisional assessment of the fair values of identified
assets acquired has been undertaken.

 

The fair values assessed for technology, brand and trade names and customer
relationships were $4.8m, $0.4m and $2.3m respectively. The relief from
royalty method was used to value both the technology and the trade names which
will be amortised over a useful economic life of ten and five years
respectively. The excess earnings method was used to value customer
relationships which will be amortised over a useful economic life of ten
years.

 

The provisional fair value of acquired property, plant and equipment and
inventories was $0.1m and $0.2m respectively. No liabilities were assumed. As
a result the total identifiable net assets acquired at provisional fair values
was $7.8m.

A provision of $7.3m has been made for the expected contingent consideration
payable. Provisional goodwill of

$3.5m represents the premium attributable to purchasing the business with
opportunities for synergies as part of the Group's safety fabrics strategy.
The total amount of provisional goodwill that is expected to be deductible for
tax purposes is approximately $3.5m.

Goodwill is not amortised but tested annually for impairment. For the purposes
of annual impairment testing the provisional goodwill has initially been
allocated to a single standalone cash generating unit. This initial allocation
will be reviewed during 2026 following integration of Viz Reflectives with the
pre-existing Coats business.

Provisional goodwill and intangible assets acquired totalled $11.0m. From the
date of acquisition of Viz Reflectives to 31 December 2025, amortisation
charges for acquired intangible assets amounted to $0.2m.

 

From the acquisition date, the contribution of Viz Reflectives to revenues in
the year to 31 December 2025 was

$0.6m. The contribution to operating profit excluding exceptional items and
amortisation of acquired intangible assets in the year to 31 December 2025 was
$0.3m. For the year to 31 December 2025, the financial results of Viz
Reflectives are included in the Performance Materials segment.

 

Cash outflows for the acquisitions of OrthoLite and Viz Reflectives including transaction costs

 

Transaction costs totalling $22.8m relating to the acquisitions of OrthoLite
and Viz Reflectives have been expensed and are included in the consolidated
income statement (see note 3). Transaction costs of $19.6m have been charged
to administrative expenses and $3.2m has been charged to finance costs
relating to the $550.0m term loan facilities agreement for the acquisition of
OrthoLite. In addition costs of $7.5m were incurred in connection with the
equity raise to finance the acquisition of OrthoLite which have been charged
to the share premium reserve.

Transaction costs paid in the year ended 31 December 2025 relating to the
acquisitions was $8.5m and is included in cash flows generated from operating
activities in the consolidated cash flow statement.

 

The total cash outflow for the acquisitions of OrthoLite and Viz Reflectives
in the year ended 31 December 2025 was $808.1m comprising the total cash
outflow on the acquisition dates of $799.6m plus transaction costs paid of
$8.5m.

 

13.      Discontinued operations

Strategic exit from the Americas Yarns business

 

In December 2024 the Group closed its Performance Materials Division facility
in Toluca, Mexico and in April 2025 announced the full exit from the non-core
US Yarns business based in Kings Mountain, North Carolina. The sale of the
Kings Mountain plant was completed in June 2025. This followed a strategic
review of the Americas Yarns business which started in Q4 2024. The strategic
review concluded that the Americas Yarns business did not fit with Coats'
future strategy and the exit allowed management to focus on driving forward
and growing other parts of the Group's attractive portfolio.

 

The results of the Americas Yarns business have been presented as a
discontinued operation in the consolidated income statement for the year ended
31 December 2025. Amounts for the year ended 31 December 2024 in the
consolidated income statement have been represented to reclassify the results
of the Americas Yarns business from continuing operations to discontinued
operations.

 

The results of the discontinued Americas Yarns business are presented below:

 

                                    2025    2024*
 Year ended 31 December             US$m    US$m
 Revenue                            26.3    67.9
 Cost of sales                      (40.6)  (84.9)
 Gross loss                         (14.3)  (17.0)
 Distribution costs                 (1.0)   (3.6)
 Administrative expenses            (2.1)   (4.1)
 Other operating income             1.2     -
 Operating loss                     (16.2)  (24.7)
 Finance costs                      -       (1.2)
 Loss before taxation               (16.2)  (25.9)
 Taxation                           0.7     (0.4)
 Loss from discontinued operations  (15.5)  (26.3)

 

The operating profit before exceptional and acquisition related items of the
Americas Yarns business for the year ended 31 December 2025 was $0.5m (2024:
loss of $2.3m). Exceptional and acquisition related items for the year ended
31 December 2025 charged to operating loss from discontinued operations was
$16.7m (2024: $22.4m). As a result the operating loss of the Americas Yarns
business for the year ended 31 December 2025 was $16.2m (2024: $24.7m).

Exceptional and acquisition related items - discontinued operations

Exceptional and acquisition related items of the Americas Yarns business
(charged)/credited to loss from discontinued operations are set out below:

 

                                                                            2025    2024*
 Year ended 31 December                                                     US$m    US$m

 Costs of exiting Americas Yarns business
 -       Cost of sales                                                      (16.0)  (15.3)
 -       Administrative expenses                                            (1.9)   -
                                                                            (17.9)  (15.3)
 Strategic project costs:
 -       Cost of sales                                                      -       (2.8)
 -       Distribution costs                                                 -       (1.0)
                                                                            -       (3.8)
 Administrative expenses:
 Acquired intangible assets - amortisation and impairment charges           -       (3.3)
 Other operating income:
 Profit on disposal of property                                             1.2     -
 Total exceptional and acquisition related items - discontinued operations  (16.7)  (22.4)

 

Exceptional costs of exiting the Americas Yarns business includes non-cash
impairment charges of property, plant and equipment and right-of-use leased
assets of $12.1m for the year ended 31 December 2025 (2024: $9.7m).

 

Exceptional administrative costs charged to the loss from discontinued
operations for the year ended 31 December 2024 in addition to the above were
$0.5m relating to businesses disposed in prior years.

The tax credit in respect of exceptional and acquisition related items for the
year ended 31 December 2025 was $0.8m (2024: tax charge of $0.3m).

 

Exceptional and acquisition related items, net of tax, for the year ended 31
December 2025 in total were $15.9m (2024: $23.2m).

Loss per ordinary share from discontinued operations

 

The loss per ordinary share from discontinued operations is as follows:

 

                                                        2025    2024*
 Year ended 31 December                                 Cents   Cents
 Loss per ordinary share from discontinued operations:
 Basic loss per ordinary share                          (0.88)  (1.67)
 Diluted loss per ordinary share                        (0.88)  (1.65)

 

 

Cash flows from discontinued operations

The table below sets out the cash flows from discontinued operations:

 

                                                      2025   2024*
 Year ended 31 December                               US$m   US$m
 Net cash inflow/(outflow) from operating activities  1.1    (10.2)
 Net cash inflow/(outflow) from investing activities  14.8   (1.3)
 Net cash outflow from financing activities           (1.2)  (1.8)
 Net cash flows from discontinued operations          14.7   (13.3)

 

The cash consideration, net of transaction costs, received from the sale in
June 2025 of the Kings Mountain, US business, property, plant and equipment
and inventories amounted to $13.1m which is included in cash flow from
investing activities for the year ended 31 December 2025.

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

14.      Alternative performance measures

 

The financial information in this statement contains both statutory measures
and alternative performance measures which, in management's view, provide
valuable additional information for users of the financial statements in
understanding the Group's performance.

The Group's alternative performance measures and key performance indicators
are aligned to the Group's strategy and together are used to measure the
performance of the business. A number of these measures form the basis of
performance measures for remuneration incentive schemes.

 

Alternative performance measures are non-GAAP (Generally Accepted Accounting
Practice) measures and provide supplementary information to assist with the
understanding of the Group's financial results and with the evaluation of
operating performance for all the periods presented. Alternative performance
measures, however, are not a measure of financial performance under United
Kingdom adopted international accounting standards ('IFRS') and should not be
considered as a substitute for measures determined in accordance with IFRS. As
the Group's alternative performance measures are not defined terms under IFRS
they may therefore not be comparable with similarly titled measures reported
by other companies. A reconciliation of alternative performance measures to
the most directly comparable measures reported in accordance with IFRS is
provided below.

 

a)       Organic growth on a constant exchange rate (CER) basis

 

Organic growth measures the change in revenue and operating profit before
exceptional and acquisition related items after adjusting for acquisitions.
The effect of acquisitions is equalised by:

 

·        removing from the year of acquisition, their revenue and
operating profit; and

·        in the following year, removing the revenue and operating
profit for the number of months equivalent to the pre-acquisition period in
the prior year.

 

The effects of currency changes are removed through restating prior year
revenue and operating profit at current year exchange rates. The principal
exchange rates used are set out in note 1.

Organic revenue growth on a CER basis measures the ability of the Group to
grow sales by operating in selected geographies and segments and offering
differentiated cost competitive products and services.

 

Adjusted organic operating profit growth on a CER basis measures the
profitability progression of the Group.

 

Adjusted operating profit is calculated by adding back exceptional and
acquisition related items (see note 3 for further details).

 

                                                       2025     2024*
 Year ended 31 December                                US$m     US$m     % Growth
 Revenue from continuing operations                    1,464.9  1,433.0  2%
 Constant currency adjustment                          -        (9.3)
 Revenue on a CER basis                                1,464.9  1,423.7  3%
 Revenue from acquisitions1                            (43.3)   -
 Organic revenue on a CER basis                        1,421.6  1,423.7  -
                                                       2025     2024*
 Year ended 31 December                                US$m     US$m     % Growth
 Operating profit from continuing operations2          241.4    224.5    8%
 Exceptional and acquisition related items (note 3)    48.4     47.4
 Adjusted operating profit from continuing operations  289.8    271.9    7%
 Constant currency adjustment                          -        (1.8)
 Adjusted operating profit on a CER basis              289.8    270.1    7%
 Operating profit from acquisitions1                   (10.8)   -
 Organic adjusted operating profit on a CER basis      279.0    270.1    3%

1 Revenue and operating profit from acquisitions relates to the acquisitions
of the OrthoLite and Viz Reflectives businesses (see note 12).

2 Refer to the consolidated income statement for a reconciliation of profit
before taxation to operating profit from continuing operations.

 

                * Represented to reflect the results of the
Americas Yarns business as a discontinued operation (see note 1).

b)       Adjusted EBITDA

 

Adjusted EBITDA is presented as an alternative performance measure to show the
operating performance of the Group excluding the effects of depreciation of
property, plant and equipment and right-of-use assets, amortisation and
impairments and excluding exceptional and acquisition related items.

 

Operating profit from continuing operations before exceptional and acquisition
related items and before depreciation of property, plant and equipment and
right-of-use assets and amortisation (Adjusted EBITDA) is set out below:

 

                                                                        2025    2024*
 Year ended 31 December                                                 US$m    US$m
 Profit before taxation from continuing operations                      201.6   198.0
 Share of profit of joint ventures                                      (1.3)   (1.9)
 Finance income (note 4)                                                (11.0)  (3.1)
 Finance costs (note 5)                                                 52.1    31.5
 Operating profit from continuing operations1                           241.4   224.5
 Exceptional and acquisition related items (note 3)                     48.4    47.4
 Adjusted operating profit from continuing operations                   289.8   271.9
 Depreciation of owned property, plant and equipment                    23.9    24.3
 Amortisation of intangible assets                                      1.5     1.6
 Adjusted EBITDA including IFRS 16 depreciation of right-of-use assets  315.2   297.8
 (Pre-IFRS 16 basis)
 Depreciation of right-of-use assets                                    17.8    17.0
 Adjusted EBITDA                                                        333.0   314.8

 

1 Refer to the consolidated income statement for a reconciliation of profit
before taxation to operating profit from continuing operations.

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1).

 

Net debt including lease liabilities under IFRS 16 at 31 December 2025 was
$907.6m (2024: $532.5m).

 

This gives a leverage ratio of net debt including lease liabilities to
adjusted EBITDA at 31 December 2025 of 2.7 (2024: 1.7).

 

Net debt excluding lease liabilities under IFRS 16 at 31 December 2025 was
$814.7m (2024: $449.3m). This gives a leverage ratio on a pre-IFRS 16 basis at
31 December 2025 of 2.6 (2024: 1.5).

The Group's proforma leverage on a pre-IFRS 16 basis at 31 December 2025 is
2.2 after adjusting EBITDA to include OrthoLite and Viz Reflectives as if the
acquisitions had taken effect at the beginning of the reporting period (1
January 2025).

 

For the definition and calculation of net debt including and excluding lease
liabilities see note 11 (g).

 

For financial covenant purposes under the Group's borrowing arrangements,
leverage is measured at the Coats Group Finance Company consolidated level
under frozen accounting standards and excludes the effects of IFRS 16 and
includes the results of acquisitions from the beginning of the reporting
period. Leverage for covenant purposes at 31 December 2025 was 2.2 (2024:
1.6). The financial covenant under the Group's borrowing arrangements is for
leverage to be less than 3.0 and this covenant was met at 31 December 2025 and
31 December 2024.

c)       Adjusted effective tax rate

 

The adjusted effective tax rate removes the tax impact of exceptional and
acquisition related items to arrive at a tax rate based on the adjusted profit
before taxation. This is consistent with how the Group monitors and manages
the effective tax rate.

 

                                                                              2025   2024*
 Year ended 31 December                                                       US$m   US$m
 Profit before taxation from continuing operations                            201.6  198.0
 Exceptional and acquisition related items (note 3)                           51.6   47.4
 Adjusted profit before taxation from continuing operations                   253.2  245.4
 Taxation charge from continuing operations                                   64.9   71.5
 Tax credit/(charge) in respect of exceptional and acquisition related items  8.5    (1.5)
 Adjusted tax charge from continuing operations                               73.4   70.0
 Adjusted effective tax rate                                                  29%    29%

            * Represented to reflect the results of the Americas
Yarns business as a discontinued operation (see note 1).

 

d)       Adjusted earnings per share

 

The calculation of adjusted earnings per share is based on the profit from
continuing operations attributable to equity shareholders before exceptional
and acquisition related items as set out below. Adjusted earnings per share
growth measures the progression of the benefits generated for shareholders.

 

                                                                              2025    2024*
 Year ended 31 December                                                       US$m    US$m
 Profit from continuing operations                                            136.7   126.5
 Non-controlling interests                                                    (17.8)  (19.6)
 Profit from continuing operations attributable to equity shareholders        118.9   106.9
 Exceptional and acquisition related items net of non-controlling interests   51.6    47.4
 (note 3)
 Tax (credit)/charge in respect of exceptional and acquisition related items  (8.5)   1.5
 Adjusted profit from continuing operations                                   162.0   155.8

 

 Weighted average number of Ordinary Shares  1,750,596,612  1,604,461,401

 

 Adjusted earnings per share (cents)      9.26  9.71
 Adjusted earnings per share (decline %)  (5%)

            * Represented to reflect the results of the Americas
Yarns business as a discontinued operation (see note 1).

 

The weighted average number of Ordinary Shares used for the calculation of
adjusted earnings per share for the year ended 31 December 2025 is
1,750,596,612 (2024: 1,604,461,401), the same as that used for basic earnings
per ordinary share from continuing operations (see note 7).

 

e)       Adjusted free cash flow

 

Net cash generated by operating activities, a GAAP measure, reconciles to
changes in net debt resulting from cash flows (free cash flow) as set out in
the consolidated cash flow statement. A reconciliation of free cash flow to
adjusted free cash flow is set out below.

 

Consistent with previous periods, adjusted free cash flow is defined as cash
generated from continuing activities less capital expenditure, interest, tax,
dividends to minority interests and other items, and excluding exceptional and
discontinued items, acquisitions, purchase of own shares by the Employee
Benefit Trust and payments to the UK pension scheme.

 

Adjusted free cash flow measures the Group's cash generation that is available
to service shareholder dividends, pension obligations and acquisitions.

 

                                                                           2025     2024*
 Year ended 31 December                                                    US$m     US$m
 Change in net debt resulting from cash flows (free cash flow)             (364.2)  (57.6)
 Acquisition of businesses                                                 808.1    -
 Issue of ordinary shares in connection with the acquisition of OrthoLite  (322.9)  -
 Disposal of business and net cash flow from discontinued operations       (14.7)   13.3
 Dividends paid to equity shareholders                                     53.6     46.2
 Free cash flow pre-shareholder dividends and M&A                          159.9    1.9
 Net cash flows in respect of exceptional items                            15.4     21.7
 Purchase of own shares by Employee Benefit Trust                          9.0      8.7
 Payment to UK pension scheme in connection with pension buy-in            -        127.8
 Tax inflow in respect of adjusted cash flow items                         -        (2.0)
 Adjusted free cash flow                                                   184.3    158.1

 

            * Represented to reflect the results of the Americas
Yarns business as a discontinued operation (see note 1).

f)        Adjusted return on capital employed

 

Adjusted return on capital employed ('ROCE') is defined as operating profit
before exceptional and acquisition related items adjusted for the full year
impact of acquisitions divided by period end capital employed as set out
below. Adjusted ROCE measures the ability of the Group's assets to deliver
returns.

 

                                                                                 2025     2024*
 Year ended 31 December                                                          US$m     US$m
 Operating profit from continuing operations before exceptional and acquisition
 related items adjusted for the full year impact of acquisitions1

                                                                                 344.6    271.9

 Non-current assets
 Acquired intangible assets                                                      1,128.3  317.2
 Property, plant and equipment                                                   248.7    212.3
 Right-of-use assets                                                             75.0     58.9
 Trade and other receivables                                                     20.1     25.0
 Current assets
 Inventories                                                                     173.5    162.8
 Trade and other receivables                                                     336.3    286.5
 Current liabilities
 Trade and other payables                                                        (338.1)  (290.7)
 Lease liabilities                                                               (21.2)   (15.3)
 Non-current liabilities
 Trade and other payables                                                        (4.9)    (7.4)
 Lease liabilities                                                               (71.7)   (54.4)
 Capital employed                                                                1,546.0  694.9
 Adjusted ROCE                                                                   22%      39%

 

1 Operating profit from continuing operations before exceptional and
acquisition related items for the year ended 31 December 2025 has been
adjusted to include OrthoLite and Viz Reflectives as if the acquisitions had
taken effect at the beginning of the reporting period (1 January 2025).
Including full year proforma results, rather than the actual consolidated
results of these acquired businesses, better reflects the return from the
capital position at the period end. Therefore this provides reliable and more
relevant information on the financial performance of the Group to a user of
the financial statements. Refer to note 3 for details of exceptional and
acquisition related items.

 

* Represented to reflect the results of the Americas Yarns business as a
discontinued operation (see note 1). Amounts for non-current assets, current
assets, current liabilities and non-current liabilities at 31 December 2024
exclude the discontinued Americas Yarns business.

15.      Retirement and other post-employment benefit arrangements

 

The net deficit for the Group's retirement and other post-employment defined
benefit arrangements (UK and other Group schemes), on an IAS 19 basis, was
$11.1m as at 31 December 2025 (2024: $4.1m), excluding a loan payable by the
Coats UK Pension Scheme to the Group of $43.6m (2024: $38.3m).

Including the loan of $43.6m at 31 December 2025 (2024: $38.3m) as a liability
of the Coats UK Pension Scheme payable to the Group, the net deficit for the
Group's retirement and other post-employment defined benefit arrangements, on
an IAS 19 basis, was $54.7m as at 31 December 2025 (2024: $42.4m).

The Coats UK Pension Scheme had a surplus on an IAS 19 basis at 31 December
2025 of $18.4m (2024:$29.2m), excluding a loan payable by the Coats UK Pension
Scheme to the Group of $43.6m at 31 December 2025 (2024: $38.3m). Including
the loan of $43.6m at 31 December 2025 (2024: $38.3m) as a liability of the
Coats UK Pension Scheme payable to the Group, the Coats UK Pension Scheme had
a deficit on an IAS 19 basis at 31 December 2025 of $25.2m (31 December 2024:
$9.1m).

 

In December 2022, the Coats UK Pension Scheme purchased a £350m bulk annuity
policy from Aviva, which insures all the benefits payable in respect of around
3,700 pensioner members (a "buy-in"). This policy saw all financial and
demographic risks, including those related to longevity, covered for
approximately 20% of Scheme members.

 

In September 2024 the Group and the UK pension scheme Trustees agreed to
purchase a £1.3 billion bulk annuity policy purchase from Pension Insurance
Corporation plc ("PIC"), which insures the remaining 80% of the UK scheme's
pension liabilities. As a result of the buy-in, all the financial and
demographic risks relating to the scheme's liabilities are fully hedged. This
buy-in represented a significant step in Coats' fully insuring its UK pension
obligations.

 

At 31 December 2025 the loan receivable from the UK pension scheme including
accrued interest was $43.6m (2024: $38.3m) which is included in the Group's
consolidated balance sheet within non-current assets. The UK pension scheme
has the equivalent amount payable to the Group which is included in retirement
benefit obligations within non-current liabilities and therefore offsets
overall in the Group's consolidated balance sheet. The loan is due for
repayment on 4 September 2029 or on winding up of the UK Pension Scheme,
whichever is earlier, or at an earlier date if agreed between the parties. The
loan is expected to be recovered in full on or before 4 September 2029. The
interest rate on the loan is SONIA (Sterling Over Night Indexed Average) plus
150 basis points per annum. The interest on the loan for the year ended 31
December 2025 was $2.3m (2024:

$0.8m).

16.      Directors

 

The following persons were, except where noted, directors of Coats Group plc
during the whole of the year ended 31 December 2025 and up to the date of this
report:

 

 D Gosnell OBE
 D Paja
 J Callaway     (Resigned 21 May 2025)
 W Gang         (Appointed 1 July 2025)
 S Highfield
 H Lu
 S Murray
 H Nichols      (Appointed 24 April 2025)
 S Phatak
 F Philip
 J Sigurdsson

 

 

 

On behalf of the Board

D Gosnell

Chair

4 March 2026

 

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