REG - Facilities by ADF - Final results for the year ended 31 December 2025
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RNS Number : 2092B Facilities by ADF plc 21 April 2026
21 April 2026
Facilities by ADF plc
("Facilities by ADF", "ADF", the "Company" or the "Group")
Final results for the year ended 31 December 2025
Facilities by ADF, the leading provider of premium serviced production
facilities to the UK film and high-end television ("HETV") industry announces
its audited final results for the year ended 31 December 2025 ("FY25").
Financial performance
£m FY25 FY24
Group Revenue 41.3 35.2
Adjusted EBITDA 9.2 7.2
Adjusted EBITDA % 22% 20%
Profit / (Loss) for the year - (3.0)
Earnings / (Loss) per share - basic 0.01 pence (3.42) pence
Net Debt £12.3m £13.8m
Financial performance
· Group Revenue increased 17% to £41.3m (FY24: £35.2m), reflecting the
full‑year contribution from Autotrak and a stronger second‑half
performance as activity levels and utilisation improved.
· Adjusted EBITDA increased to £9.2m (FY24: £7.2m), with margin expansion
driven by improved efficiencies and the contribution from Autotrak.
· Net Debt reduced to £12.3m at the year-end (FY24: £13.8m), reflecting
disciplined cash and capital management.
· £5.0m Revolving Credit Facility ("RCF") secured post year-end to support
working capital requirements as the Group grows.
· An interim dividend of 0.3 pence per share was paid in January 2026. No final
dividend is proposed to support investment into the Group's strategic
priorities through organic growth and potential acquisition opportunities.
Operational highlights
· The Group supported 311 productions in the year (FY24: 295), a 5% increase,
with activity weighted towards the second half as production schedules began
to normalise.
· Trusted by global leading content providers and independent producers
including Netflix, Apple, Amazon MGM, NBC Universal, Sky, Disney, BBC, ITV,
C5, HBO Max, C4 & Paramount
· Delivered services for globally renowned productions including Black Doves,
Ted Lasso, Dear England, The Witcher, Trigger Point, The Gentlemen, Rivals,
The Forsyte Saga, Marvel's Vision Quest and Young Sherlock
· Autotrak performed in line with Board expectations, contributing £9.3m of
revenue in its first full year of ownership and benefiting from a more
diversified customer base across construction, events and infrastructure
markets.
· The Group's non-film and HETV revenue was £3.9m (FY24: £2.0m), an increase
of 96%.
· Net Promoter Score rose to 89 (FY24: 88), reinforcing customer-first
operational excellence.
· Continued progress on improving operational efficiency, including fleet
optimisation, and integration of the Group's businesses and cost discipline.
Outlook
· Q1 trading FY26 is in line with management expectations, with improving
utilisation and a healthy pipeline across all three businesses.
· FY26 expected to show similar second-half weighting to FY25, reflecting
current production patterns.
· The UK continues to attract strong global investment in film and HETV, for its
world-class studios, facilities and highly skilled workforce.
· Strategic priorities underway, focused on customer-centric growth,
complementary business diversification and broadening ADF's client base to
improve quality of earnings.
· The Group is well-positioned with a new management team to execute on
strategic priorities capitalise on the underlying industry drivers and
diversified market opportunities.
Commenting, Chairman Russell Down, said:
"FY25 was a transitional year for the Group. Following a slow start to the
year as production delays continued to impact the industry, we delivered a
significantly stronger second‑half performance as activity levels and
utilisation improved. The full‑year contribution from Autotrak, alongside
the actions we have taken to integrate the Group, improve efficiency and
maintain cost discipline, together with the RCF secured post year end, have
created a solid platform for growth.
"With a refreshed leadership team now in place, with Nicola Pearcey joining
the Group as CEO in January and Will Worsdell as CFO in March, we are well
positioned to build on the foundations established during 2025 and to deliver
sustainable, long‑term value for our shareholders."
For further enquiries:
Facilities by ADF plc via Alma Strategic Communications
Russell Down, Non-Executive Chairman
Nicola Pearcey, Chief Executive Officer
William Worsdell, Chief Financial Officer
Singer Capital Markets (Nomad and Broker) Tel: +44 (0)20 7496 3000
James Moat / Charles Leigh-Pemberton / Jalini Kalaravy
Alma Strategic Communications Tel: +44 (0)20 3405 0205
Josh Royston facilitiesbyadf@almastrategic.com
Hannah Campbell
Sarah Peters
Chair's Statement
Overview
FY25 was a transitional year for the Group, where we adapted to changing
market conditions and refreshed the Board. I am pleased with our performance
given these significant changes.
The year started slowly as production delays continued to impact the global
film and HETV production pipeline. The Group delivered a stronger performance
in the second half with profitability increasing significantly as activity
levels and utilisation rates increased.
Production lead times remain shorter than in the past, which creates greater
demand for agility and flexibility in service delivery. We remain well
positioned to adapt to these evolving requirements, leveraging our scale and
expertise to deliver solutions that balance client needs with disciplined
margin protection.
The market continues to be more cost focused, taking advantage of excess
capacity resulting in more competitive pricing structures. This particularly
affects the core ADF and Location One businesses whilst Autotrak remains more
resilient supported by a more diverse customer base, with projects in the
construction, festival and events market.
Following my appointment as Executive Chair in July 2025 we prioritised:
· Integration of all Group companies in both Sales approach and back office
functions,
· Systems enhancements to provide more real time and consistent information,
· Operational efficiency.
I am pleased to report that we have made progress in each of these three
areas, with work continuing to optimise performance. We remain focused on
protecting the strength of our balance sheet, supporting our customers, and
securing long-term value for our shareholders.
Results
Revenue for the year was £41.3m an increase of 17% on the prior year (2024:
£35.2m). The full year effect of the acquisition of Autotrak in 2024
contributed £9.3m to revenue (2024: £2.6m), with revenue in ADF and Location
One broadly flat following a slower start to the year.
Adjusted EBITDA for the year grew 28% to £9.2m (2024: £7.2m) reflecting the
full year effect of the Autotrak acquisition and operational improvements made
during the year; adjusted PBT was £1.2m (2024: £0.1m). The Group incurred
total exceptional costs in the year of £2.0m (2024: £3.0m), principally in
relation to Board changes and an impairment charge to the carrying amount of
fixed assets, offset by a reduction in the contingent consideration payable on
the Autotrak acquisition.
Loss before tax, after exceptional items, was £0.8m (2024: Loss £2.8m).
Cash
Cash balances at 31 December 2025 were £2.2m (2024: £2.3m) with net debt
(excluding IFRS 16 leases) reducing to £12.3m (2024: £13.8m). Debt balances
principally relate to hire purchase contracts against the hire fleet.
Subsequent to the year end the Group has put in place a three-year Revolving
Credit Facility with its principal bankers HSBC. The facility is for £5m and
is secured against the Group's assets. The facility will provide the Group
with increased working capital and the ability to pursue organic growth
opportunities.
Dividend
An interim dividend of 0.3 pence per share was paid on 30 January 2026 to
shareholders on the register at close of business on 9 January 2026. The cash
cost of the dividend was £0.3m.
The Directors are not recommending payment of a final dividend for the
financial year to support investment into our strategic priorities through
organic growth and potential acquisition opportunities.
Acquisitions and investments
During the previous financial year, the Group acquired Autotrak Portable
Roadways for a maximum consideration of £21.3m, with the initial
consideration of £10.0m funded by way of a share placing. The acquisition
performed in line with our expectations during the year with reported gross
profit of £4.9m (2024: £1.5m). Contingent consideration is payable to the
vendors during May 2026. During the year, we have re-evaluated the earn-out
consideration payable which has resulted in an exceptional credit of £3.4m.
The initial contingent consideration was based on stretch targets and, as a
result, the business continues to perform in line with management
expectations.
During the year, the Group made a capex investment of £2.3 million in
Autotrak, which acquired a further 2,000 aluminium panels, increasing their
overall capacity by 12%. The investment positions Autotrak to capitalise on
strong end-market demand and high return on capital whilst further
diversifying the Group's customer and product base.
The Group has ambitions to continue to grow organically through selective
fleet investment and, at the appropriate time, value enhancing accretive
acquisitions.
Board and People
This year has been one of change with a new Executive team now in place.
Marsden Proctor and Neil Evans left the business in July and October 2025
respectively. I would like to thank them both for their contribution to the
Group. James Long was appointed Group Chief Operating Officer and joined the
Board in September.
After a thorough search process, I was delighted to welcome Nicola Pearcey to
the Board as Chief Executive Officer in January 2026. Nicola has significant
experience in the film and HETV industry, most recently as the founder and CEO
of production and distribution consultancy Picnik Entertainment and was the
former President of UK and Europe at Lionsgate (Film and TV). She is a
voting member of both BAFTA and the Academy of Motion Picture Arts and
Sciences (Oscars) and also formerly worked for the Walt Disney Company and MGM
Pictures. I look forward to working closely with her in developing our
growth strategy. Will Worsdell joined the Board as Chief Financial Officer
in March 2026 from Everyman Cinemas.
I assumed an Executive role in July 2025, and following Nicola Pearcey's
appointment, returned to a Non-Executive role on 1 February 2026. I would like
to thank all of my colleagues for their support during this transitional
period. I continue to be impressed by our strong customer service ethos and
would like to take this opportunity to thank all of our staff for their
dedication and efforts during this year.
Outlook
Revenue and profitability to date in the current financial year are slightly
ahead of the prior year. We have a strong pipeline of opportunities across all
three businesses which we anticipate will result in a similar second half
weighting to FY25.
The Group is well positioned to build on the foundations established during
2025. Shorter production lead times and a more cost-conscious market continue
to drive demand for agility, flexibility, and reliable service delivery. With
the combined capabilities of ADF, Autotrak, and Location One, and a new
management team in place we will leverage our scale and expertise to meet
evolving customer needs and capitalise on growth opportunities across film,
HETV and adjacent markets to deliver disciplined, sustainable returns.
Russell Down
Chair
CEO Review
It is a privilege to present my first statement as Chief Executive Officer of
Facilities by ADF plc ("ADF"). Although I only formally joined the Group in
January 2026, I have spent considerable time engaging with our teams,
customers, prospective clients and partners. What has been immediately clear
to me is the quality of our people, the strength of our market position in the
UK's film and high-end television ("HETV") industry, and the excellence in our
product and delivery across the Group.
ADF occupies a unique and highly respected position within the UK film and
HETV industry. With a national footprint and deep regional focus and
expertise, ADF brings together an extensive range of specialist capabilities
that support productions to the highest degree of excellence. Our premium
on-location facilities, specialist equipment hire, and ground access
infrastructure are delivered with the highest degree of service from start to
finish. Our depth of long-standing customer relationships is testament to
our excellence in delivery and provides a powerful platform for the next phase
of growth. As we move forward, we will advance our integrated service offering
across our family of companies, supporting our producing partners where it
matters most.
I was drawn to ADF by its exceptional reputation, strong foundations and the
significant opportunity ahead. Throughout my career I have operated across the
full spectrum of business environments - from founder-led independents to
publicly listed multinationals - mostly within the film and television
industry, and in roles of increasing scale, complexity and responsibility.
Empowering high-performing teams, identifying and executing growth
opportunities, and building robust commercial strategy are disciplines I
believe are key in delivering operational excellence, sustainable growth and
optimal ROI.
I believe my experiences are directly aligned with ADF's origins and even more
so, its priorities today. I am focused on building on the Company's excellent
reputation to capture the full scale of the opportunity in front of us.
During the 2025 financial year, production schedules remained disrupted and
project lead times shortened across the sector, reflecting broader industry
dynamics. However, the foundations of our business remain solid, supported by
improving activity levels which provide confidence for the year ahead. As the
film and HETV industry evolves, we are continuing to ensure our existing
partnerships are optimised, new partnerships and opportunities are forged, and
that our cost base and utilisation levels are aligned to demand. At the same
time, we are investing thoughtfully in capabilities, collaboration/integration
and people to ensure we are solidified as the partner of choice across our
industry.
As we look ahead, we will continue to strengthen our core offerings across the
UK to ensure we deliver exceptional value for our customers and build on the
capabilities that have defined ADF since inception both locally and
nationally. Operational excellence remains central to our business, alongside
capitalising on the expertise and experience of our talented team.
Sustainability is a vital component of our service offering and provides a
further competitive advantage when maximised across our group of companies.
Although the industry may have had a turbulent period started by the Writers
Guild of America ("WGA") and
Screen Actors Guild-American Federation of Television and Radio Artists
("SAG-AFTRA") strikes in May 2023, there is no doubt in my mind that the UK
film and HETV industry remains extremely exciting. This is highlighted by the
vast ongoing investments made by major global content creators and owners in
UK infrastructure, reflecting the talent and specialist services available in
this country.
In the past year alone, ADF has delivered services for globally renowned
productions including Black Doves, Ted Lasso, Dear England, The Witcher,
Trigger Point, The Gentlemen, Rivals, The Forsyte Saga, Marvel's Vision Quest
and Young Sherlock. This portfolio alone reflects the strength of ADF's
market position - trusted by the world's largest content platforms and
independent voices alike and consistently chosen due to our strength of fleet
and exceptional service delivery.
I am genuinely excited to be leading ADF at this important stage in its
development and am looking forward to the future with confidence and ambition.
We have significant operational strength, a leading market position and great
people, which will allow us to generate long term shareholder value.
Nicola Pearcey
Chief Executive Officer
CFO Review
Revenue grew by 17% in the year to £41.3m (FY24: £35.2m) while operating
profit increased to £1.1m (FY24: operating loss £1.3m). The results
include the full year benefit of the acquisition of Autotrak, which completed
in September 2024. Underlying revenue growth in the year was 1% reflecting
strong performance in the second half of the year offset by a slow first half
where performance continued to be impacted by industry wide production delays.
Group P&L (£'m) H1-FY25 H2-FY25 FY25 H1-FY24 H2-FY24 FY24
CAD Services 10.8 14.0 24.8 11.5 13.4 24.9
Location One 3.1 4.1 7.2 3.6 4.1 7.7
Autotrak* 3.5 5.8 9.3 - 2.6 2.6
Total Sales 17.4 23.9 41.3 15.1 20.1 35.2
Cost of Sales (11.6) (14.1) (25.7) (9.8) (12.5) (22.3)
Gross Profit 5.8 9.8 15.6 5.3 7.6 12.9
% 33% 41% 38% 35% 38% 37%
Administrative expenses (3.6) (2.8) (6.4) (2.8) (2.9) (5.7)
Adjusted EBITDA 2.2 7.0 9.2 2.5 4.7 7.2
% 13% 29% 22% 17% 23% 20%
Exceptional admin credit/(expense) - 1.4 1.4 - (2.8) (2.8)
Share based payments - - - (0.1) - (0.1)
EBITDA 2.2 8.4 10.6 2.4 1.9 4.3
Depreciation & amortisation (3.2) (3.3) (6.5) (2.6) (3.0) (5.6)
Impairment of property, plant and equipment and right-of-use assets - (2.9) (2.9) - - -
Amortisation of acquired intangibles - (0.1) (0.1) - - -
Operating (Loss)/Profit (1.0) 2.1 1.1 (0.2) (1.1) (1.3)
Finance expenses (0.8) (0.7) (1.5) (0.8) (0.6) (1.4)
Exceptional finance expenses (0.2) (0.2) (0.4) - (0.1) (0.1)
(Loss)/Profit before tax (2.0) 1.2 (0.8) (1.0) (1.8) (2.8)
Taxation credit/(charge) 0.9 (0.1) 0.8 (0.2) - (0.2)
(Loss)/Profit after tax (1.1) 1.1 - (1.2) (1.8) (3.0)
Dividends paid - (£'m) 0.5 1.3
Undiluted EPS - pence 0.01 (3.42)
*NB Autotrak acquired Sept-24
H1- FY25
The market continued to be competitive during H1-FY25, with excess capacity
and suppliers discounting to secure work. H1-FY25 revenues were £17.4m
(H2-FY24: £20.1m), a 13% reduction on H2-FY24, and reflected a slow Q1 for
all the Group's businesses, predominately due to delays in production start
dates carried over from Q4-FY24.
Gross margins reduced to 33% in H1-FY25 (H2-FY24: 38%; H1-FY24: 35%) as a
result of competitive pressure on rental rates, together with rising costs
including the increase in employers' national insurance rates in April 2025.
In addition, following the increase in the National Living Wage in April 2025,
rates of pay were increased for base staff, to ensure pay rates remained
competitive and to improve retention.
Depreciation and amortisation increased from £2.6m in H1-FY24 to £3.2m in
H1-FY25. £0.5m of the increase related to depreciation in Autotrak, which was
acquired in September 2024.
H2-FY25
Activity levels improved significantly in H2-FY25 with Group revenues up 37%
on H1-FY25. Gross margin increased to 41% (H1-FY25: 33%; H2-FY24: 38%) as the
Group benefitted from increased trading activity and also the decision in May
2025 to decommission, and place into temporary storage, a proportion of the
vehicle and trailer fleet, thus reducing maintenance and compliance costs.
Depreciation and amortisation was £3.3m during the period, broadly in line
with H1-FY25 (£3.2m).
Revenue
The table below shows the revenue between the two main facilities hire
categories, being main packages (pre-agreed before filming) and additional
sales (during the course of filming), plus other miscellaneous sales. Revenue
for Location One and Autotrak is shown separately.
Turnover £'m H1-FY25 H2-FY25 FY25 FY24
Facilities - Main packages 7.0 9.0 16.0 16.6
Facilities - Additional sales 3.8 4.9 8.7 8.2
Facilities - Other income - 0.1 0.1 0.1
Facilities - Total 10.8 14.0 24.8 24.9
Location Equipment hire (Location One) 3.1 4.1 7.2 7.7
Autotrak Portable Roadways (Autotrak) 3.5 5.8 9.3 2.6
Total Revenue 17.4 23.9 41.3 35.2
Uplift on main packages % 54% 55% 55% 50%
Uplift, representing the increase in total facilities sales from the initial
main packages, increased to 55% (FY24: 50%) during the year.
Revenue Mix
ADF worked on 311 productions (FY24: 295) during the year, a 5% increase on
prior year. ADF's multi-service offering strengthened in FY25, with 90
productions (FY24: 56) receiving services from two or more Group businesses, a
61% increase on the prior year. Furthermore, 20 productions (FY24: 5)
received services from all the Group's businesses.
The split of productions across the revenue bands is shown below:
Production value FY25 FY24
£0 - £500k 291 277
£500k - £1.0m 14 14
£1.0m+ 6 4
311 295
EBITDA
The Group measures performance based on EBITDA and Adjusted EBITDA. EBITDA is
a common measure used by investors and analysts to evaluate the operating
financial performance of companies. We consider EBITDA and Adjusted EBITDA to
be useful measures of operating performance. EBITDA approximates the
underlying operating cash flow by eliminating depreciation and amortisation.
Adjusted EBITDA adds back any non-recurring or exceptional costs ("adjusting
items"). EBITDA and Adjusted EBITDA are not direct measures of our liquidity,
which is shown by our cash flow statement, and need to be considered in the
context of our financial commitments.
Adjusted EBITDA increased by 28% to £9.2m (FY24: £7.2m), and Adjusted EBITDA
margin increased from 20% to 22% mainly due to the contribution from the
higher margin Autotrak business.
A reconciliation between operating profit and EBITDA is shown below:
£'m FY25 FY24
Operating Profit/(Loss) 1.1 (1.3)
Amortisation of acquired intangibles 0.1 -
Impairment of property, plant and equipment and right-of-use assets 2.9 -
Depreciation of property, plant and equipment and amortisation of 6.5 5.6
non-acquisition intangibles
EBITDA 10.6 4.3
A reconciliation between (loss)/profit before tax, operating profit and
EBITDA, and their adjusted equivalents is shown below:
FY25 (Loss)/profit before tax (£'m) Operating profit (£'m) EBITDA (£'m)
Statutory Reported (0.8) 1.1 10.6
Restructuring costs 2.0 2.0 2.0
Fair value gain in acquisition contingent consideration (3.4) (3.4) (3.4)
Exceptional finance expenses 0.4 - -
Impairment of property, plant and equipment and right-of-use assets 2.9 2.9 -
Amortisation of acquired intangibles 0.1 0.1 -
Adjusted Results 1.2 2.7 9.2
FY24 (Loss)/profit before tax (£'m) Operating (loss)/profit (£'m) EBITDA (£'m)
Statutory Reported (2.8) (1.3) 4.3
Impairment of goodwill 2.4 2.4 2.4
Fair value gain in acquisition contingent consideration (0.1) (0.1) (0.1)
Exceptional finance expense 0.1 - -
Expenses in respect of acquisitions 0.5 0.5 0.5
Share based payment expense 0.1 0.1 0.1
Adjusted Results 0.2 1.6 7.2
Adjusting Items
Restructuring costs, being one-off and non-recurring costs associated with
Group integration and restructuring activities, are a key component of
delivering shareholder value by increasing returns on acquired businesses.
Restructuring costs totalled £2.0m in the year (FY24: £nil) and consist of:
· £1.2m costs associated with restructuring the Board and Executive management
team.
· £0.5m costs relating to integration programs across the Group, such as the
cost of duplicated staff roles and the redundancy cost of implementing the
post completion staff structures.
· £0.3m property costs predominately relating to dilapidations incurred as a
result of property mergers across the Group.
An impairment to property, plant and equipment and right-of-use assets of
£2.9m (FY24: £nil) was charged following a periodic review of the carrying
value of Hire Fleet and Motor Vehicle assets against market rates. The
adjustment to the carrying value of the assets has been treated as an
adjusting item due to its one-off nature.
Exceptional finance expenses of £0.4m (FY24: £0.1m) relate to the non-cash
unwinding of the discount applied to contingent consideration to reflect the
time value of money. Therefore, it is not considered part of the underlying
trading of the Group.
A £3.4m gain (FY24: £0.1m) was recognised in relation to a reduction in the
contingent consideration payable on the Autotrak acquisition, which is
considered part of the Group's investing activities.
£0.1m (FY24: £nil) of amortisation was recognised on intangible assets
arising on business combinations and are not considered part of the underlying
trading of the Group.
£nil impairment to Goodwill was recognised during the financial year. In the
prior year an impairment charge of £2.4m (FY25: £nil) was recognised in
respect of Location 1 Group Ltd due to uncertainty around Location One's
short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes
impacting productions from July 2023 through to late Autumn 2023.
In the prior year acquisition costs of £0.5m (FY25: £nil) were incurred
relating to professional fees and transaction costs incurred on completion of
the Autotrak acquisition in FY24.
Share based payments (FY25: £nil; FY24: £0.1m) relate to options granted to
certain executive directors in Facilities by ADF Plc and Location One Limited
in FY24. Since these are non-cash charges they are excluded from adjusted
profit measures to better understand the long-term performance of our
underlying business.
Tax
UK corporation tax was £0.8m credit (FY24: £0.2m charge) and is calculated
at 25% (FY24: 25%) of the estimated assessable profit for the year.
Dividend & Earnings Per Share
The Company declared a final dividend of 0.50 pence per share in June 2025 in
relation to the year ended 31 December 2024. The total dividend for FY24
amounted to 1.0 pence per share (FY24: 1.4 pence).
In October 2025, the Board declared an interim dividend of 0.30 pence per
share in respect of the six months ended 30 June 2025 (the "Interim
Dividend"), which was paid in January 2026.
The Board has chosen not to pay a final dividend for FY25 in order to support
investment into our strategic priorities though organic growth and potential
acquisition opportunities.
Basic earnings per share for FY25 was 0.01 pence per share (FY24: (3.42) pence
per share).
Capital expenditure
During FY25 capital expenditure, representing additions to property, plant and
equipment together with hire fleet and motor vehicles disclosed as
right-of-use assets, totalled £4.2m (FY24: £3.4m), of which £2.3m related
to Autotrak, increasing their overall capacity by c.12%.
Cash Flow, Funding & Net Debt
During FY25, ADF financed £3.2m capex by hire purchase (FY24: £4.9m). The
majority of the funding was with two providers, PACCAR Finance, the in-house
finance company for DAF vehicles, and HSBC.
Interest rates on new hire purchase contracts in FY25 continued to slowly
decrease in line with the Bank of England base rate and averaged 6.4% across
FY25 (FY24: 6.8%). Total hire purchase repayments including interest were
£5.6m (FY24: £6.0m) million. In addition, new property leases with an
inception value of £1.5m (FY24: £0.7m) were entered into during the year,
which included the renewal of the lease for ADF's primary depot in Longcross.
In April 2025, a six month-overdraft facility of £1.0m with HSBC, was put in
place to provide additional working capital as business activity increased
over the summer season. In October 2025, the facility was extended until July
2026.
In April 2026, the Group entered into a £5.0m, 3-year, RCF facility with
HSBC, replacing the existing overdraft facility. Under the terms of the
facility the Group will be required to meet quarterly covenant tests in
respect of leverage and an annual covenant test in respect of interest cover.
The facility will provide sufficient headroom for the Group to meet working
capital and organic growth requirements. In addition, in February 2026 a
further £0.7m of existing assets were placed on to a new 5 year hire purchase
agreement, and certain existing hire purchase agreements were extended from 5
to 7 years which will result in an annualised cash flow benefit of c.£0.8m.
Net debt, excluding IFRS 16 leases, at the end of FY25 was £12.3m (FY24:
£13.8m). Hire purchase liabilities reduced to £14.5m at the end of FY25
(FY24: £16.1m) reflecting the completion of hire purchase agreements during
the year. Cash at bank at the end of FY25 was marginally lower than at the end
of FY24 (FY25: £2.2m; FY24: £2.3m).
William Worsdell
Chief Financial Officer
Consolidated Statement of Comprehensive Income
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Note
Revenue 3 41.3 35.2
Cost of sales (25.7) (22.3)
Gross profit 15.6 12.9
Administrative expenses 5 (12.9) (11.3)
Exceptional administrative expenses 5 (1.6) (2.9)
Operating profit/(loss) 1.1 (1.3)
Finance expense 9 (1.5) (1.4)
Exceptional finance expenses 9 (0.4) (0.1)
Loss before taxation (0.8) (2.8)
Taxation credit/(charge) 10 0.8 (0.2)
Profit/(loss) for the year - (3.0)
Other comprehensive income for the year - -
Total other comprehensive profit/(loss) - -
Earnings per share for profit/(loss) attributable to the owners
Basic profit/(loss) per share (Pence) 12 0.01 (3.42)
Diluted profit/(loss) per share (Pence) 12 0.01 (3.42)
Consolidated Statement of Financial Position
Note As at As at
31 December 2025 31 December 2024
£'m £'m
Assets
Current assets
Inventories 13 1.0 0.7
Trade and other receivables 17 3.5 3.1
Cash and cash equivalents 18 2.2 2.3
Total current assets 6.7 6.1
Non-current assets
Property, plant and equipment 15 14.5 15.3
Right-of-use assets 16 29.9 32.3
Intangible assets 14 20.1 20.5
Total non-current assets 64.5 68.1
Total assets 71.2 74.2
Liabilities
Current liabilities
Trade and other payables 19 6.3 4.3
Lease liabilities 16 7.8 5.2
Corporation tax 10 - 0.5
Total current liabilities 14.1 10.0
Non-current liabilities
Lease liabilities 16 16.9 20.3
Contingent consideration 20 3.5 6.5
Deferred tax liabilities 10 3.5 3.7
Total non-current liabilities 23.9 30.5
Total liabilities 38.0 40.5
Net Assets 33.2 33.7
Equity
Called up share capital 22 1.1 1.1
Share premium 23 25.2 25.2
Share based payment reserve 23 1.5 1.5
Merger reserve 23 2.7 2.7
Retained earnings 23 2.7 3.2
Total equity 33.2 33.7
Company Statement of Financial Position
Note As at As at
31 December 2025 31 December 2024
£'m £'m
Assets
Current assets
Trade and other receivables 17 0.3 0.4
Amounts due from subsidiaries 17 11.0 10.8
Total current assets 11.3 11.2
Non-current assets
Investment in subsidiaries 21 35.2 35.7
Deferred tax assets 10 0.8 0.8
Total non-current assets 36.0 36.5
Total assets 47.3 47.7
Liabilities
Current liabilities
Trade and other payables 19 0.2 0.1
Amounts due to subsidiaries 19 1.5 4.5
Total current liabilities 1.7 4.6
Non-current liabilities
Contingent consideration 20 3.5 6.5
Total non-current liabilities 3.5 6.5
Total liabilities 5.2 11.1
Net Assets 42.1 36.6
Equity
Called up share capital 22 1.1 1.1
Share premium 23 25.2 25.2
Share based payment reserve 23 1.5 1.5
Merger reserve 23 11.1 11.1
Retained earnings 23 3.2 (2.3)
Total equity 42.1 36.6
Consolidated Statement of Changes in Equity
Share Based Payment Reserve
Called Up Share Capital £'m
£'m Share Premium Merger Reserve Retained Earnings Total Equity
£'m £'m £'m £'m
Note
Balance at 1 January 2024 0.8 15.6 1.4 (0.4) 7.6 25.0
Comprehensive Income
Loss for the year - - - - (3.0) (3.0)
Transactions with owners
Issue of shares 22 0.2 10.3 - - - 10.5
Business acquisition 22 0.1 - - 3.1 - 3.2
Costs of issue of shares - (0.7) - - - (0.7)
Share based payment charge on long term incentive program 22 - - 0.1 - - 0.1
Deferred tax on share options 10 - - - - (0.1) (0.1)
Dividends 11 - - - - (1.3) (1.3)
Balance at 31 December 2024 1.1 25.2 1.5 2.7 3.2 33.7
Balance at 1 January 2025 1.1 25.2 1.5 2.7 3.2 33.7
Comprehensive Income
Profit for the year - - - - - -
Transactions with owners
Dividends 11 - - - - (0.5) (0.5)
Balance at 31 December 2025 1.1 25.2 1.5 2.7 2.7 33.2
Company Statement of Changes in Equity
Share Based Payment Reserve
£'m
Called Up Share Capital Share Premium Merger Reserve Retained Earnings Total Equity
£'m £'m £'m £'m £'m
Note
Balance at 1 January 2024 0.8 15.6 1.4 8.0 1.7 27.5
Comprehensive Income
Loss for the year - - - - (2.6) (2.6)
Transactions with owners
Issue of shares 22 0.2 10.3 - - - 10.5
Business acquisition 22 0.1 - - 3.1 - 3.2
Costs of issue of shares - (0.7) - - - (0.7)
Share based payment charge on long term incentive program 22 - - 0.1 - - 0.1
Deferred tax on share options 10 - - - - (0.1) (0.1)
Dividends 11 - - - - (1.3) (1.3)
Balance at 31 December 2024 1.1 25.2 1.5 11.1 (2.3) 36.6
Balance at 1 January 2025 1.1 25.2 1.5 11.1 (2.3) 36.6
Comprehensive Income
Profit for the year - - - - 6.0 6.0
Transactions with owners
Dividends 11 - - - - (0.5) (0.5)
Balance at 31 December 2025 1.1 25.2 1.5 11.1 3.2 42.1
Consolidated Statement of Cashflows
Note Year ended Year ended
31 December 2025 31 December 2024
£m £'m
Cash flows from operating activities
Loss before taxation from continuing activities (0.8) (2.8)
Adjustments for non-cash/non-operating items:
Depreciation and impairment of property, plant and equipment 15 3.5 2.1
Depreciation and impairment of right-of-use assets 16 5.7 3.3
Amortisation of intangible assets 14 0.1 0.1
Impairment of goodwill 14 - 2.4
Loss on disposal of property, plant and equipment 5 0.3 0.1
Loss on disposal of right of use assets 5 0.8 0.1
Share based payment charge 22 - 0.1
Fair value gain in acquisition contingent consideration 20 (3.4) (0.1)
Finance expense 9 1.9 1.5
8.1 6.8
Working capital adjustments:
Increase in inventories 13 (0.3) (0.1)
(Increase)/decrease in trade and other receivables 17 (0.4) 4.2
Increase in trade and other payables 19 1.9 0.8
Cash generated from operating activities 9.3 11.7
Corporation tax 10 0.2 (0.2)
Net cash generated from operating activities 9.5 11.5
Cash flows from investing activities
Purchase of property, plant and equipment 15 (1.6) (1.1)
Purchase of intangible assets 14 - (0.1)
Purchase of right-of-use assets(( 1 (#_ftn1) )) (0.3) (0.2)
Proceeds from sale of property, plant and equipment 0.3 -
Cost of business acquisition 21 (0.2) (13.4)
Net cash used in investing activities (1.8) (14.8)
Cash flows from financing activities
Proceeds from ordinary share issue 22 - 10.5
Cost of share issue - (0.7)
Payments on lease liabilities 16 (5.8) (5.7)
Interest paid on lease liabilities 9, 16 (1.5) (1.4)
Interest on contingent consideration 9 - (0.1)
Hire purchase re-financing(( 2 (#_ftn2) )) - 0.8
Dividends paid 11 (0.5) (1.3)
Net cash (used in)/generated from financing activities (7.8) 2.1
Net decrease in cash and cash equivalents (0.1) (1.2)
Cash and cash equivalents at beginning of year 2.3 3.5
Cash and cash equivalents at end of year 18 2.2 2.3
Company Statement of Cashflows
Note Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Cash flows from operating activities
Profit/(loss) before taxation from continuing activities 6.0 (2.6)
Adjustments for non-cash/non-operating items:
Impairment of investment 21 0.7 3.2
Fair value gain in acquisition contingent consideration 20 (3.4) (0.1)
Finance costs 0.4 0.1
Share based payment charge 22 - 0.1
3.7 0.7
Increase in trade and other receivables 17 - (0.1)
Increase in trade and other payables 19 0.2 -
Net cash generated from operating activities 3.9 0.6
Cash flows from investing activities
Acquisition of investment in subsidiary 21 (0.2) (13.6)
(Outflows to)/inflows from subsidiaries 17 (0.2) 0.8
Net cash used in investing activities (0.4) (12.8)
Cash flows from financing activities
(Outflows to)/inflows from subsidiaries 19 (3.0) 3.6
Proceeds from ordinary share issue 22 - 10.5
Cost of share issue - (0.6)
Dividends paid 11 (0.5) (1.3)
Net cash (used in)/generated from financing activities (3.5) 12.2
Net movement in cash and cash equivalents - -
Cash and cash equivalents at beginning of year - -
Cash and cash equivalents at end of year* 18 - -
*Cash and cash equivalents are rounded to the nearest £'m, as at 31December
2025 the cash held by the Company totalled £2k (2024: £2k).
Notes to the Financial Statements
1 Accounting policies
1.1 Basis of preparation
Facilities by ADF Plc (the "Company'') and its subsidiaries (together, the
"Group'') is a public company limited by shares, incorporated, domiciled and
registered in England and Wales in the UK. The registered number is 13761460
and the registered address is Ground Floor, 31 Oldfield Road, Bocam Park,
Pencoed, Bridgend, United Kingdom, CF35 5LJ.
The consolidated and Company financial statements are for the year ended 31
December 2025. They have been prepared in accordance with UK-adopted
international accounting standards in conformity with the requirements of the
UK Companies Act 2006. The financial statements have been prepared under the
historical cost convention, as modified by the use of fair value for financial
instruments measured at fair value. The financial statements are presented in
millions of pounds sterling ("£m") except where otherwise indicated.
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
both the Company and the Group where applicable. The policies have been
consistently applied to all the periods presented, unless otherwise stated.
For the year ended 31 December 2025, the following subsidiaries of the parent
company are entitled to take exemptions from audit under Section 479A of the
Companies Act 2006 relating to subsidiary companies.
Subsidiary Company registered number
CAD Services Limited 04533535
Location 1 Group Ltd 11786214
Location One Ltd 05949293
Autotrak Portable Roadways Limited 02999669
The Company has provided a guarantee for all outstanding debts and liabilities
to which the subsidiary companies listed above are subject at the end of the
financial year, in accordance with Section 479C of the Companies Act 2006.
1.2 Going concern
The Group's business activities together with the factors likely to affect its
future development, performance, financial position, its cash flows, liquidity
position, principal risks and uncertainties affecting the business are set out
in the Strategic report on pages 5 to 22.
The Group meets its day-to-day working capital requirements through cash
generated from operations and its £5.0m revolving credit facility, which is
due to expire in March 2029. Details of the Group's borrowing facility is
given in note 18 of the financial statements.
The Board have reviewed and discussed cash flow forecasts for the period to 31
December 2027, including the application of forecast sensitivities and
management mitigating actions. Following this review, the Directors have a
reasonable expectation that the Group has adequate resources to continue in
operational existence for the next twelve months. Consequently the Group
continues to adopt the going concern basis of accounting in preparing the
annual financial statements.
1.3 Changes in accounting policies
Standards, amendments and interpretations effective and adopted by the Group:
IFRSs applicable to the Financial Statements of the Group have been applied
for the year ended 31 December 2025 as well as for the comparative period. The
application of new or amended standards in these periods has had no material
impact on the financial results or presentation.
Standards, amendments and interpretations issued but not yet effective:
The following standards are issued but not yet effective. The Group intends to
adopt these standards, if applicable, when they become effective. It is not
currently expected that these standards will have a material impact on the
Group. The Group notes that whilst the revisions set out in IFRS 18 are not
assessed as impacting the reported results or financial position of the Group,
the layout and line items within the primary statements may vary when the IFRS
becomes effective. This is a presentation matter only and does not affect
recognition or measurement.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments; and
IFRS 18 - Presentation and Disclosure in Financial Statements* 1 January 2027
* Subject to EU endorsement
1.4 Basis of consolidation
The consolidated financial statements incorporate the results of the Company
and all of its subsidiary undertakings. The Group applies the acquisition
method in accounting for business combinations. The consideration transferred
by the Group to obtain control of a subsidiary is calculated as the sum of the
acquisition-date fair values of assets transferred, liabilities incurred, and
the equity interests issued by the Group, which includes the fair value of any
asset or liability arising from a contingent consideration arrangement.
Acquisition costs are expensed as incurred. Assets acquired and liabilities
assumed are generally measured at their acquisition-date fair value.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
other members of the Group.
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group
controls an entity when the Group is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the activities of the entity.
Subsidiaries are fully consolidated from the date on which control is
transferred to the Group until the date that control ceases.
Transactions eliminated on consolidation
Intra-group balances, and any gains and losses or income and expenses arising
from intra-group transactions, are eliminated in preparing the financial
information. Losses are eliminated in the same way as gains, but only to the
extent that there is no evidence of impairment.
1.5 Revenue recognition
IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of
recognising revenue from contracts with customers. It has a five-step model
that requires revenue to be recognised when control over goods and services
are transferred to the customer. Revenue includes facilities rental incomes,
and fees from the provision of services incidental to facilities. Revenue is
measured at the fair value of consideration received or receivable, net of
discounts, VAT, and sales taxes.
Revenue from all other services rendered is recognised proportionally over the
period in which the facilities are rented out based on the terms of the
contract. The stage of completion is assessed on the basis of the actual
service provided (number of days of rental in the accounting period).
1.6 Employee benefits: Pension obligations
The Group operates a defined contribution plan for its employees. A defined
contribution plan is a pension plan under which the Group pays fixed
contributions into a separate entity. Once the contributions have been paid
the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of
Comprehensive Income when they fall due. Amounts not paid are shown in
accruals as a liability in the Statement of Financial Position. The assets of
the plan are held separately from the Group in independently administered
funds.
1.7 Net finance costs
Finance expense
Finance expense comprises of interest payable and lease interest which are
expensed in the period in which they are incurred and reported in finance
costs. Debt issue costs are capitalised and amortised over the life of the
associated facility.
Finance income
Finance income relates to interest on bank deposits.
1.8 Foreign currency translation
Transactions in foreign currencies are translated to Sterling (the currency of
the primary economic environment in which the Group operates) at the foreign
exchange rate ruling at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the statement of financial
position date are retranslated to the functional currency at the foreign
exchange rate ruling at that date. Non-monetary assets and liabilities that
are measured in terms of historical cost in a foreign currency are translated
using the exchange rate at the date of the transaction. Foreign exchange
differences arising on translation are recognised in the Statement of
Comprehensive Income, within interest receivable and interest payable.
The consolidated and Company financial statements are presented in GBP, which
is the Group's and Company's presentational currency. The functional currency
of the Company is GBP.
1.9 Current and deferred taxation
The tax expense for the period comprises current and deferred tax. Tax is
recognised in the consolidated statement of comprehensive income, except that
a charge attributable to an item of income or expense recognised as other
comprehensive income or to an item recognised directly in equity is also
recognised in other comprehensive income or directly in equity, respectively.
The current corporation tax charge is calculated on the basis of tax rates and
laws that have been enacted or substantively enacted by the reporting date in
the UK where the Group and Company operates and generate taxable income.
Deferred tax balances are recognised in respect of all temporary differences
that have originated but not reversed by the balance sheet date, except:
- The recognition of deferred tax assets is limited to the extent that it is
probable that they will be recovered against the reversal of deferred tax
liabilities or other future taxable profits;
- Any deferred tax balances are reversed if and when all conditions for
retaining associated tax allowances have been met; and
- Where timing differences relate to interests in subsidiaries, associates,
branches and joint ventures and the Group and Company can control their
reversal and such reversal is not considered probable in the foreseeable
future.
Deferred tax balances are not recognised in respect of permanent differences
except in respect of business combinations, when deferred tax is recognised on
the differences between the fair values of assets acquired and the future tax
deductions available for them and the differences between the fair values of
liabilities acquired and the amount that will be assessed for tax. Deferred
corporation tax is determined using tax rates and laws that have been enacted
or substantively enacted by the reporting date.
1.10 Property plant and equipment
Property, plant and equipment is stated at historical cost less accumulated
depreciation and any accumulated impairment losses. Historical cost includes
expenditure that is directly attributable to bringing the asset to the
location and condition necessary for it to be capable of operating in the
manner intended by management.
Depreciation is charged so as to allocate the cost of assets less their
residual value over their estimated useful lives, using the reducing balance
and straight-line methods. Depreciation is provided on the following basis:
Plant and machinery 25% reducing balance and 1 - 10 years straight-line
Motor vehicles 10% reducing balance and 5 years straight-line
Computer equipment 25% reducing balance
Hire fleet 10% reducing balance
Leasehold improvements 25% reducing balance
The assets' residual values, useful lives and depreciation methods are
reviewed, and adjusted prospectively if appropriate, or if there is an
indication of a significant change since the last reporting date. During the
financial year a detail review of Hire Fleet and Motor Vehicle market rates
was conducted which concluded the 10% reducing balance estimation technique
for depreciating these assets was no longer appropriate. An impairment of
£2.9m to the carrying value of the assets has been charged to the profit and
loss in FY25.
Gains and losses on disposals are determined by comparing the proceeds with
the carrying amount and are recognised in the Statement of Comprehensive
Income.
Assets under construction are those that are being built or developed with the
intention of being used in the business operations of the Group. These assets
are not depreciated until they are completed and ready to be used. Once an
asset is completed, it is transferred to a separate class of asset in
property, plant and equipment or right-of-use assets and is then subject to
depreciation. This transfer is made at the point of time the asset is
completed and is ready for use.
The cost of the asset under construction includes all costs directly
attributable to bringing the asset to the condition necessary for it to be
used for its intended purpose. These costs may include direct labour, direct
materials, and other expenses incurred during the construction period.
1.11 Impairment of assets
Assets that are subject to depreciation or amortisation are assessed at each
reporting date to determine whether there is any indication that the assets
are impaired. Where there is any indication that an asset may be impaired, the
carrying value of the asset (or cash‑generating unit ("CGU") to which the
asset has been allocated) is tested for impairment. An impairment loss is
recognised for the amount by which the asset's carrying amount exceeds its
recoverable amount. The recoverable amount is the higher of an asset's (or
CGU's) fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there
are separately identifiable cash flows (CGUs). Non‑financial assets that
have been previously impaired are reviewed at each reporting date to assess
whether there is any indication that the impairment losses recognised in prior
periods may no longer exist or may have decreased.
1.12 Leased assets
The Group assesses whether a contract is, or contains, a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of
an identified asset for a period of time in exchange for consideration at
inception of a contract.
To assess whether a contract conveys the right to control the use of an
identified asset, the Group assesses whether: an identified physically
distinct asset can be identified; and the Group has the right to obtain
substantially all of the economic benefits from the asset throughout the
period of use and has the ability to direct the use of the asset over the
lease term being able to restrict the usage of third parties as applicable.
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
- Leases of low value assets; and
- Leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless (as is
typically the case) this is not readily determinable, in which case the
Group's incremental borrowing rate on commencement of the lease is used.
On initial recognition, the carrying value of the lease liability also
includes:
- amounts expected to be payable under any residual value guarantee;
- the exercise price of any purchase option granted in favour of the Group if it
is reasonably certain to access that option; and
- any penalties payable for terminating the lease, if the term of the lease has
been estimated on the basis of the termination option being exercised.
Right of use assets are initially measured at the amount of the lease
liability, reduced for any lease incentives received, and increased for:
- lease payments made at or before commencement of the lease;
- initial direct costs incurred; and
- the amount of any provision recognised where the Group is contractually
required to dismantle, remove, or restore the leased asset.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term. In
the case of hire purchase assets presented within right of use assets, the
amortisation period is over the remaining useful economic life of the
underlying asset.
1.13 Cash and cash equivalents
Cash and cash equivalents comprises of cash at bank and in hand. The bank
overdraft is repayable on demand and forms an integral part of cash management
and is included as a component of cash and cash equivalents for the purpose of
the cash flow statement.
1.14 Financial instruments
Financial instruments are all financial assets and financial liabilities that
comprise a contract that gives rise to a financial asset of one entity and a
financial liability or equity instrument of another entity and are detailed in
notes to the accounts.
Financial assets and financial liabilities are recognised when the Group
becomes party to the contractual provisions of the instrument. Financial
assets and financial liabilities are initially measured at fair value.
Transaction costs that are directly attributable (other than financial assets
or liabilities at fair value through profit or loss) are added to or deducted
from the fair value as appropriate, on initial recognition.
Financial assets and financial liabilities are offset, and the net amount
reported in the consolidated statement of financial position if, and only if,
there is a currently enforceable legal right to offset the recognised amounts
and there is an intention to settle on a net basis, or to realise the assets
and settle the liabilities simultaneously.
Financial assets
The Group and Company's financial assets held at amortised cost comprise trade
and other receivables and cash and cash equivalents in the consolidated
statement of financial position. These assets are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active
market. They arise principally through the provision of goods and services to
customers (e.g., trade receivables), but also incorporate other types of
financial assets where the objective is to hold their assets in order to
collect contractual cash flows and the contractual cash flows are solely
payments of the principal and interest. They are initially recognised at fair
value plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment.
Impairment of financial assets
Impairment provisions for trade receivables are recognised based on the
simplified approach within IFRS 9 using the lifetime expected credit losses.
During this process the probability of the non-payment of the trade
receivables is assessed. This probability is then multiplied by the amount of
the expected loss arising from default to determine the lifetime expected
credit loss for the trade receivables.
Impairment provisions for other receivables are recognised based on the
general impairment model within IFRS 9. In doing so, the Group follows the
3-stage approach to expected credit losses. Step 1 is to estimate the
probability that the debtor will default over the next 12 months. Step 2
considers if the credit risk has increased significantly since initial
recognition of the debtor. Finally, Step 3 considers if the debtor is credit
impaired, following the criteria under IFRS 9.
The Group's financial liabilities held at amortised cost comprise trade
payables and other short-dated monetary liabilities, and other borrowings in
the consolidated statement of financial position.
Trade payables and other short-dated monetary liabilities are initially
recognised at fair value and subsequently carried at amortised cost using the
effective interest rate method.
Other borrowings are initially recognised at fair value net of any transaction
costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective
interest rate method, which ensures that any interest expense over the period
to repayment is at a constant rate on the balance of the liability carried in
the consolidated statement of financial position.
For the purposes of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption, as well as
any interest or coupon payable while the liability is outstanding.
Unless otherwise indicated, the carrying values of the Group's and Company
financial liabilities measured at amortised cost represents a reasonable
approximation of their fair values.
Financial liabilities
The Group and Company measures its financial liabilities at amortised
cost. All financial liabilities are recognised in the statement of financial
position when the Group and Company becomes a party to the contractual
provision of the instrument.
1.15 Share based payments
The Group issues equity-settled share-based incentives to certain employees in
the form of share options. Equity-settled share-based payments are measured at
fair value at the date of grant. The fair value determined at the grant
date is expensed in the Group's financial statements on a straight-line basis
over the estimated vesting period, based on the estimate of shares that will
eventually vest.
Employee share scheme
Share options that have been issued by the Group have been valued under the
Black Scholes model to evaluate any provision that may be required to set
against the reserves of the Group. The share-based payment expense has been
calculated and detailed per the notes to the financial statements.
Equity-settled share-based payments to employees are measured at the fair
value of the equity instrument at the grant date. The fair value determined at
grant date of the equity-settled share-based payments is expensed on a
straight-line basis over the vesting period, based on the Group's estimate of
equity instruments that will eventually vest. At each reporting date, the
Group revises its estimate of the number of equity instruments expected to
vest as a result of the effect of non-market based vesting conditions. The
impact of the revision of the original estimates, if any, is recognised in the
profit or loss such that the cumulative expense reflects the revised estimate,
with a corresponding adjustment to equity reserves.
Long-term incentive plan
The Group has a long-term incentive plan. Long term incentive options that
have been issued by the Group have been reviewed under the Monte Carlo model
to evaluate any provision that may be required to set against the reserves of
the Group. The share-based payment expense has been calculated and detailed
per the notes to the financial statements. There are conditions associated
with the long-term incentive options issued which requires the fair value
charge associated with the options to be allocated over the minimum vesting
period.
1.16 Provisions
Provisions are charged as an expense to the Statement of Comprehensive Income
in the year that the Group becomes aware of the obligation and are measured at
the best estimate at the Statement of Financial Position date of the
expenditure required to settle the obligation, taking into account relevant
risks and uncertainties. When payments are eventually made, they are charged
to the provision carried in the Statement of Financial Position.
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.
1.17 Dividends
Equity dividends are recognised when they become legally payable. Interim
equity dividends are recognised when paid. Final equity dividends are
recognised when approved by the shareholders at an annual general meeting.
1.18 Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision-maker ('CODM'). The CODM,
who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Board of Directors of the
Group. The Group had three (2024: three) reporting segments, being Facilities
by ADF (which represents all revenues and cost of sales generated from
Facilities by ADF Plc and CAD Services Limited) , Location One (which
represents all revenues and cost of sales generated from Location 1 Group Ltd
and Location One Ltd) and Autotrak (which represents all revenues and cost of
sales generated from Autotrak Portable Roadways Limited) during the year
ending 31 December 2025. All revenues are from the hire of facilities and
related services.
1.19 Investments
Investments are stated at their cost less impairment losses.
1.20 Inventories
Inventories are stated at the lower of cost or net realisable value. Net
realisable value is the amount that can be realised from the sale of the
inventory in the normal course of business after allowing for the costs of
realisation. An allowance is recorded for obsolescence and slow-moving items.
Inventories held consist of stored goods to be used in the support of
production vehicles and maintenance.
1.21 Intangible assets
Goodwill is recorded as an intangible asset and is the surplus of the cost of
acquisition over the fair value of identifiable net assets acquired. Goodwill
is reviewed annually for impairment. Any impairment identified as a result of
the review is charged in the statement of profit or loss.
Intangible assets acquired on business combinations are capitalised separately
from goodwill at fair value on initial recognition. Intangible assets are
amortised on a straight-line basis over their useful lives.
Intangible assets, including software, acquired separately from a business are
capitalised at cost. They are subsequently accounted for at cost less
amortisation and impairment. The useful life of all intangible assets is
estimated to be 10 years.
The estimated useful lives, residual values, and amortisation method are
reviewed at the end of each period.
2 Critical accounting judgements and estimates
The preparation of the financial information in compliance with IFRS requires
the use of certain critical accounting estimates. It also requires the Group
management to exercise judgement and use assumptions in applying the Group's
accounting policies. The resulting accounting estimates calculated using these
judgements and assumptions will, by definition, seldom equal the related
actual results but are based on historical experience and expectations of
future events. Management believe that the estimates utilised in preparing the
financial information are reasonable and prudent critical accounting
judgements and estimates.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The judgements and
key sources of estimation uncertainty that have a significant effect on the
amounts recognised in the financial information is discussed below:
Key accounting estimates and judgements
The following are the areas requiring the use of estimates and judgements that
may significantly impact the financial information.
Judgements
Hire of equipment revenues constitute leases
Any arrangement that is dependent on the use of a specific asset or assets
should be accounted for as a lease under IFRS 16. The Directors have concluded
that none of the Group contracts with customers include the use of an asset as
substantive substitution rights exist throughout the period of use, whereby
substitution would be economically beneficial to the Group. All revenues
therefore are classified within the scope of IFRS 15.
Customer relationships
During the prior year, the Group acquired 100% of the issued share capital in
Autotrak Portable Roadways Limited ("Autotrak"). On completion, the fair value
of the customer relationships was valued by management at £1.0m. The customer
relationships were valued in line with IFRS 3, Business Combinations using the
Multi-period Excess Earnings Method (''MEEM''). Management identified customer
relationships as a significant value driver for Autotrak, and the MEEM was
deemed the most appropriate valuation technique to reflect their contribution
to future cash flows. Customer-related intangible assets, as defined under
IFRS 3, encompass customer lists, order or production backlogs, customer
contracts, and associated non-contractual customer relationships. These were
all considered in the valuation process by management. The MEEM was calculated
using key assumption within the valuation process, including the after-tax
excess earnings attributable to the customer-related intangible asset.
Estimates
Discount rates
IFRS 16 states that the lease payments shall be discounted using the lessee's
incremental borrowing rate where the rate implicit in the lease cannot be
readily determined. Accordingly, all lease payments have been discounted using
the incremental borrowing rate (IBR). The IBR has been determined by
management using a range of data including current economic and market
conditions, review of current debt and capital within the Group, lease length
and comparisons against seasoned corporate bond rates and other relevant data
points. Significant changes in IBR would cause changes to both the value of
the right-of-use assets and corresponding lease liabilities. Sensitivity
analysis has been performed on IBR rates in Note 16 of these financial
statements.
Impairment of intangible assets
Following the assessment of the recoverable amount of goodwill allocated to
Location 1 Group Ltd to which goodwill of £7.2m was allocated on completion
of the acquisition in the year ended 31 December 2022, the Directors consider
the recoverable amount of goodwill allocated to Location 1 Group Ltd to be
most sensitive to the achievement of the Group's long-term budget and
projected forecasts. Budgets comprise forecasts of costs, and capital
expenditure based on current and anticipated market conditions that have been
considered and approved by the Board. Approved budgets cover the next twelve
months, whilst the forecasted period extends to five years. The recoverable
amount of Location 1 Group Ltd (a singular cash-generating unit) is determined
based on a value in use calculation which uses cash flow projections based on
the financial budgets and forecasted five-year period, using a pre-tax
discount rate of 12.35% per annum.
The sensitivity analysis in respect of the recoverable amount of Location 1
Group Ltd goodwill is presented in Note 14. The Group recorded an impairment
charge of £nil (2024: £2.4m) in the current year ended 31 December 2025. The
impairment in the comparative period was due to the continued uncertainty
around Location One's short-term revenue growth due to impacts of the WGA and
SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn
2023.
Following the acquisition of Autotrak in September 2024 an annual impairment
review has also been conducted using the same methodology as outlined above
and presented in Note 14, using a pre-tax discount rate of 15.44%. No
indicators of impairment were identified during this review.
Contingent consideration
During the prior year, the Group acquired 100% of the issued share capital in
Autotrak. As at 31 December 2025, the contingent consideration was valued at
£3.5m (2024: £6.5m). The contingent consideration is estimated by management
using a range of probabilities to determine the potential payment of earn out
over the consideration period and the expected results of Autotrak. If
Autotrak meets all earn out criteria the maximum liability to the Group would
be £8.2m payable over a three-year period in cash. Further, if none of the
criteria are met then no payment of consideration would be due, giving no
liability to the Company. No payments were made in respect of contingent
consideration in the year (2024: £nil) as the first assessment period is for
the twelve months ending December 2025.
3 Revenue from contracts with customers
All of the Group's revenue was generated from the provision of services in the
UK in the year ended 31 December 2025 (2024: all). 2 platform customers make
up 10% or more of revenue in the year ending 31 December 2025 (2024: 3).
During the year management considered revenues derived from one source, being
the hire of facilities (2024: one).
Revenue from customer(( 3 (#_ftn3) ))
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Customer 1 7.1 6.4
Customer 2 6.1 7.2
Customer 3 3.6 6.7
Customer 4 3.4 1.5
Customer 5 2.9 1.4
All other customers 18.2 12.0
41.3 35.2
Timing of transfer of goods or services
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Services transferred over time 41.3 35.2
41.3 35.2
The following table provides information about contract liabilities with
customers, there were no contract assets as at 31 December 2025 (2024: None):
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Deferred income 0.4 0.4
Revenue recognised in the year that was deferred from the previous year was
£0.4m (2024: £nil). The contract liabilities relate to the deferred income
in respect of facilities rented. Revenue is being recognised across the actual
service provided (number of days of rental in the accounting period).
4 Segmental reporting
The Group has three reporting segments, being Facilities by ADF (which
represents all revenues and cost of sales generated from Facilities by ADF Plc
and CAD Services Limited), Location One (which represents all revenues and
cost of sales generated from Location 1 Group Ltd and Location One Ltd), and
Autotrak (which represents all revenues and cost of sales generated from
Autotrak Portable Roadways Limited). Autotrak was acquired by the Group on 10
September 2024. Total assets and liabilities are not provided to the CODM in
the Group's internal management reporting by segment and therefore are not
presented below, information on segments is reported at a gross profit level
only. Information about geographical revenue is disclosed in Note 3. All
non-current assets are located in the UK.
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Revenue
Facilities by ADF 24.8 24.9
Location One 7.2 7.7
Autotrak 9.3 2.6
41.3 35.2
Cost of sales
Facilities by ADF 16.8 16.5
Location One 4.5 4.7
Autotrak 4.4 1.1
25.7 22.3
Gross Profit 15.6 12.9
5 Expenses by nature
Operating profit is stated after charging:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Depreciation of property, plant and equipment 1.9 2.1
Depreciation of right-of-use assets 4.4 3.3
Amortisation of intangible assets 0.1 0.1
Loss on disposal of property, plant and equipment 0.3 0.1
Loss on disposal of right-of-use assets 0.8 0.1
Social security costs in respect of options exercised - 0.1
Exceptional administrative expenses 1.6 2.9
Exceptional administrative expenses:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Restructuring costs 2.0 -
Fair value gain in acquisition contingent consideration (3.4) (0.1)
Impairment of property, plant and equipment and right-of-use assets 2.9 -
Amortisation of acquired intangibles 0.1 -
Impairment of goodwill - 2.4
Expenses in respect of acquisitions - 0.5
Share based payment expense - 0.1
1.6 2.9
Exceptional expenses of £1.6m (FY24: £2.9m) relate to costs incurred by the
Group which are either one-off, non-recurring or not related to the underlying
operating activities of the Group.
Restructuring costs of £2.0m (FY24: £nil) relate to one-off and
non-recurring costs associated with Group integration and restructuring
activities.
A £3.4m gain (FY24: £0.1m) was recognised in relation to a reduction in the
contingent consideration payable on the Autotrak acquisition, which is
considered part of the Group's investing activities.
Impairment of property, plant and equipment and right-of-use assets of £2.9m
(FY24: £nil) represents an adjustment to the carrying value of the assets.
£0.1m (FY24: £nil) was amortised on intangibles assets recognised on
business combinations and are not considered part of the underlying trading of
the Group.
In the prior year an impairment charge to Goodwill of £2.4m (FY25: £nil;)
was recognised in respect of Location 1 Group Ltd.
In the prior year acquisition costs of £0.5m (FY25: £nil) were incurred
relating to professional fees and transaction costs incurred on completion of
the Autotrak acquisition in FY24.
Share based payments (FY25: £nil; FY24: £0.1m) relate to options granted to
certain executive directors in Facilities by ADF Plc and Location One Limited
in FY24. Since these are non-cash charges these are excluded from adjusted
profit measures to better understand the long-term performance of our
underlying business.
6 Auditor remuneration
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Fee payable for the audit of the Group's financial statements 0.1 0.1
Fees relating to other services - 0.1
0.1 0.2
Fees for other services incurred in the year ended 31 December 2024 of £0.1m
were in respect of business acquisition due diligence.
7 Employee benefit expenses
For the Group employee benefit expenses (including directors) comprise:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Wages and salaries 14.9 13.8
Social security contributions and similar taxes 2.1 1.4
Share based payment expense - 0.1
Pension costs 0.3 0.3
17.3 15.6
Average number of people (including directors) employed by activity for the
Group are:
Year ended Year ended
31 December 2025 31 December 2024
Drivers and transport 125 131
Head office and senior management 48 51
Workshop, yard, and base staff 158 161
331 343
The Group's subsidiary CAD Services Limited bears all the employee benefit
expenses on behalf of Facilities by ADF Plc, apart from the share-based
payment charges which are born by Facilities by ADF Plc. There were 5 (2024:
6) Directors employed by the Company as at 31 December 2025.
8 Director emoluments
Director emoluments comprise:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Remuneration for qualifying services 0.7 0.7
Share based payment expense - 0.1
Pension costs - -
Termination costs 0.6 -
1.3 0.8
There was 1 Director participating in money purchase pension schemes as at the
year end (2024: 2).
Key management personnel include all Directors of the Company and the
Directors of CAD Services Limited, the Group's principal trading subsidiary,
who together have authority and responsibility for planning, directing, and
controlling the activities of the Group's business. There are no key
management personnel other than the Directors.
Remuneration disclosed above includes the following amounts paid to the
highest paid Director:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Wages and salaries 0.2 0.3
Share based payment expense - 0.1
Termination costs 0.4 -
0.6 0.4
9 Finance expense
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Finance expenses
Interest on lease liabilities 1.5 1.4
Total finance expenses 1.5 1.4
Exceptional finance expenses
Interest on contingent consideration 0.4 0.1
Total exceptional finance expenses 0.4 0.1
Total exceptional and non-exceptional finance expenses 1.9 1.5
Exceptional finance costs of £0.4m (2024: £0.1m) relate to the non-cash
unwinding of the discount applied to contingent consideration to reflect the
time value of money.
10 Taxation
Analysis of expense in year Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Current tax on profits for the year - 0.2
Adjustments in respect of previous years (0.6) -
Total current tax (0.6) 0.2
Deferred tax
Origination and reversal of temporary differences (0.8) (0.1)
Adjustments in respect of previous years 0.6 0.1
Total deferred tax (0.2) -
Tax (credit)/expense per statement of comprehensive income (0.8) 0.2
The tax (credit)/charge for the years presented differ from the standard rate
of corporate tax in the UK. The differences are explained below:
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Loss on ordinary activities before tax (0.8) (2.8)
Tax using the Group's domestic tax rates (0.2) (0.7)
Effects of:
Other expenses not deductible for tax purposes (0.6) -
Other adjustments - 0.1
Adjustments in respect of previous years (0.6) -
Impairment charge not deductible for tax purposes - 0.6
Deductions in respect of share options - 0.2
Adjustments in respect of change in deferred tax on previous year 0.6 0.1
Share based payment adjustment - (0.1)
Total tax (credit)/charge (0.8) 0.2
Corporation tax for the year ended 31 December 2025 was 25% (2024: 25%).
Current tax assets and liabilities
As at As at
31 December 2025 31 December 2024
£'m £'m
Corporation tax payable - 0.5
- 0.5
Corporation tax payable for the year ended 31 December 2025 is due by Autotrak
Portable Roadways with a corporation tax charge of £nil (2024: £0.2m).
The following is the analysis of the deferred tax balances for financial
reporting purposes:
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Accelerated capital allowances 7.4 7.9
Losses (4.0) (4.2)
Tax recognised on intangible assets acquired 0.2 0.3
Share based payments (0.1) (0.3)
Deferred tax liability 3.5 3.7
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Accelerated capital allowances and other temporary differences (0.7) (0.7)
Share based payments (0.1) (0.1)
Deferred tax asset (0.8) (0.8)
Accelerated capital allowances make up the majority of the deferred tax
liability as the business invested in its fleet during the early part of 2024.
Tax recognised on intangible assets acquired relates to the purchase of
Autotrak Portable Roadways Limited on 10 September 2025.
Movement in the year
Group £'m
Liability at 1 January 2024 3.0
Charge to equity 0.1
Tax recognised on acquisition 0.6
Liability at 31 December 2024 3.7
Liability at 1 January 2025 3.7
Charge to profit and loss (0.2)
Liability at 31 December 2025 3.5
During the year ended 31 December 2025, the Group recognised a deferred tax
charge in the statement of comprehensive income of £0.2m (2024: charge of
£nil) and a credit in the statement of changes in equity of £nil (2024:
charge of £0.1m). In respect of business combinations, the Group recognised a
deferred tax credit of £nil during the year ended 31 December 2025 (2024:
charge of £0.6m).
Company £'m
Asset at 1 January 2024 (0.9)
Charge to equity 0.1
Asset at 31 December 2024 (0.8)
Asset at 1 January 2025 (0.8)
Charge to equity -
Asset at 31 December 2025 (0.8)
During the year ended 31 December 2025, the Company recognised a deferred tax
credit in the statement of changes in equity of £nil (2024: charge of
£0.1m).
11 Dividends
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Dividends paid on ordinary shares 0.5 1.3
On the 2 June 2025, the Company declared a final dividend of 0.5 pence per
share in relation to the year ended 31 December 2024. This took the total
dividend for that year to 1.0 pence per share, with the interim dividend of
0.50 pence per share paid in 2024.
The Company declared an interim dividend of 0.3 pence per ordinary share,
which was paid to shareholders for the year ended 31 December 2025, in January
2026.
12 Earnings per share
The calculation of the basic earnings per share (EPS) is based on the results
attributable to ordinary shareholders divided by the weighted average number
of shares in issue during the year. Diluted EPS includes the impact of
outstanding share options.
Year ended Year ended
31 December 2025 31 December 2024
Basic
Profit/(loss) attributable to owners of the parent (£) 13,087 (3,052,458)
Weighted average shares in issue 107,822,776 89,143,812
Basic profit/(loss) per ordinary share (pence) 0.01 (3.42)
Diluted
Profit/(loss) attributable to owners of the parent (£) 13,087 (3,052,458)
Diluted weighted average number of shares 111,656,642 89,143,812
Diluted profit/(loss) per ordinary share (pence) 0.01 (3.42)
13 Inventories
Year ended Year ended
31 December 2025 31 December 2024
£'m £'m
Stored goods held 1.0 0.7
Inventories held consist of stored goods to be used in the support of
production vehicles and maintenance.
14 Intangible assets
Group Customer relationships Software Total
Goodwill £'m £'m £'m £'m
Cost
At 1 January 2024 7.2 - 0.1 7.3
Additions - - 0.1 0.1
Additions through business acquisitions 15.6 1.0 - 16.6
At 31 December 2024 22.8 1.0 0.2 24.0
Amortisation
At 1 January 2024 1.0 - - 1.0
Charge for the year - - 0.1 0.1
Impairment 2.4 - - 2.4
At 31 December 2024 3.4 - 0.1 3.5
Cost
At 1 January 2025 22.8 1.0 0.2 24.0
Adjustment (0.3) - - (0.3)
At 31 December 2025 22.5 1.0 0.2 23.7
Amortisation
At 1 January 2025 3.4 - 0.1 3.5
Charge for the year - 0.1 - 0.1
At 31 December 2025 3.4 0.1 0.1 3.6
Net book amount
At 31 December 2025 19.1 0.9 0.1 20.1
At 31 December 2024 19.4 1.0 0.1 20.5
Software incorporates the cost and build of the Group's timesheet and planning
system. The initial cost of the system plus any additional capital expenditure
is to be amortised over a ten-year period. In accordance with the Group's
accounting policies, an annual impairment test is applied to the carrying
value of other intangible assets with indefinite useful economic life.
Autotrak - Finalisation of fair values for acquisitions acquired in the prior
year
In the prior year, on 10 September 2024, the Group acquired Autotrak,
recognising goodwill of £15.6m. Further assessments have been made during the
year as more information about facts and circumstances that existed at the
acquisition date has become available and the fair value of the acquisition of
Autotrak has been finalised. The main change is to property, plant and
equipment, increasing the value by £0.5m, which resulted in a decrease of
goodwill by £0.5m. During the year ended 31 December 2025 a further £0.2m
cash payment was made in respect of the acquisition, which partially offset
the decrease in goodwill arising from increase in the value of property, plant
and equipment. The finalised value for Goodwill was therefore £15.3m.
Allocation to cash-generating units
Goodwill has been allocated for impairment testing purposes using the
following cash generating units. The carrying value is as follows:
2025 (£'m) 2024 (£'m)
Location One 2.9 3.8
Autotrak 16.2 15.1
Total 19.1 18.9
As a result of a Group restructure, during the financial year Location One
transferred its Ground Protection business to Autotrak. As a result of this
transfer, management has applied the relative value approach as set out in IAS
36, to reallocate £0.9m Goodwill, based on EBITDA contribution, from Location
One to Autotrak.
Annual impairment review
In accordance with the Group's accounting policies, an annual impairment test
is applied to the carrying value of Goodwill. Autotrak and Location 1 Group
Ltd ("Location One") are considered separate operating segments as per Note 4.
The recoverable amount of Goodwill attributable to is determined using a
weighted value-in-use calculation of three scenarios, based on management's
assessment of each scenario happening. The first scenario takes cash flow
projections based on financial budgets approved by the Directors for year one
and projected forecasts for years two to five, while the second and third
scenarios reflect a situation where the business has over or underperformed on
the first scenario. The weighted forecasts have been discounted using a
pre-tax rate of 12.35% (2024: 15.08%) for Location One and 15.44% for
Autotrak. Management believes that any reasonably possible change in the key
assumptions above would not cause the recoverable amount of the Goodwill
allocated to this operating segment to fall below its balance sheet carrying
value. Impairment of Goodwill held in relation to Autotrak for the year
totalled £nil (2024: £nil). Impairment of Goodwill held in relation to
Location One for the year totalled £nil (2024: £2.4m). The impairment loss
for prior year has been included in the Statement of Comprehensive Income.
The key assumptions used by management in setting the financial budgets for
the five-year period were as follows:
Revenue growth rates
Revenue growth rates are based on past experience adjusted for changes in the
Company's long term order book, and industry wide implications such as the WGA
and SAG-AFTRA strikes, and its future impact on revenue. The below growth rate
ranges applied to each period reflect the different scenarios assessed in the
impairment review and are based on known order book data and estimates, along
with short term expectation changes in the industry, Group strategy, and
comparisons to prior year budgets and analysis.
Revenue growth rates
Location One Year ended Year ended
31 December 2025 31 December 2024
Year 1 0 - 21% 0 - 20%
Years 2 - 5 0 - 10% 5 - 15%
Terminal Value 0 - 2% 2%
Autotrak Year ended
31 December 2025
Year 1 0 - 15%
Years 2 - 5 0 - 10%
Terminal Value 0 - 2%
Capital expenditure
Capital expenditure projections are based on expected estimated requirements
and readily available assets. Capital expenditure projections are extrapolated
based on expected demand and turnover of historic assets, increasing at a
steady rate year on year. The below capital expenditure ratios (capital
expenditure as a percentage of sales), applied to each period reflect the
different scenarios assessed in the impairment review and are based on known
contract expenditure, and estimates, along with short term expectation changes
in the industry, Group strategy, and comparisons to prior year budgets and
analysis.
Capital expenditure ratio
Location One Year ended Year ended
31 December 2025 31 December 2024
Year 1 14 - 15% 10%
Years 2 - 5 14 - 15% 12%
Autotrak Year ended
31 December 2025
Year 1 5 - 15%
Years 2 - 5 5 - 15%
Sensitivity analysis
As part of the impairment review, management conducted different sensitivity
analysis to stress test the impairment review.
For the Location One CGU, the recoverable amount calculated is based on value
in use exceeding carrying value by £0.4m. A reduction in the revenue growth
assumption to less than 7.0% per annum for Years 1-5, or an increase in the
discount rate of 0.8 percentage points. would lead to an impairment.
For the Autotrak CGU, the recoverable amount calculated is based on value in
use exceeding carrying value by £14.3m. A reduction in the revenue growth
assumption by 15.5 percentage points, or an increase in the discount rate of
14.4 percentage points would lead to an impairment.
After performing the above analysis, management concluded £nil impairment was
required to the carrying value of goodwill of Autotrak and Location One for
the year ended 31 December 2025. In the prior year an impairment of £2.4m
was recognised in relation to the acquisition of Location One, due to the
uncertainty around Location One's short-term revenue growth due to impacts of
the WGA and SAG-AFTRA strikes impacting productions from July 2023 through to
late Autumn 2023.
15 Property, plant and equipment
Depreciation is charged to administrative expenses within the statement of
comprehensive income.
Plant and machinery Motor vehicles Computer equipment Leasehold improvement Assets under construction Total
£'m Hire Fleet £'m £'m £'m £'m £'m
£'m
Cost
At 1 January 2024 0.2 13.1 1.7 0.2 0.5 0.4 16.1
Additions 0.1 0.1 - 0.1 0.2 0.6 1.1
Additions on acquisition 0.2 1.6 0.5 - - - 2.3
Transfers(( 4 (#_ftn4) )) 0.1 2.8 1.8 - - (0.8) 3.9
Disposals - (1.2) (0.2) - - - (1.4)
At 31 December 2024 0.6 16.4 3.8 0.3 0.7 0.2 22.0
Depreciation
At 1 January 2024 0.1 3.2 0.1 - 0.1 - 3.5
Charge for the year - 1.5 0.3 0.1 0.1 - 2.0
Transfers - 0.9 0.7 - - - 1.6
Disposals - (0.2) (0.2) - - - (0.4)
At 31 December 2024 0.1 5.4 0.9 0.1 0.2 - 6.7
Cost
At 1 January 2025 0.6 16.4 3.8 0.3 0.7 0.2 22.0
Additions - 1.2 - 0.1 0.1 0.2 1.6
Adjustment - 0.5 - - - - 0.5
Transfers - 2.1 - - - (0.2) 1.9
Disposals - (1.1) (0.6) - - - (1.7)
At 31 December 2025 0.6 19.1 3.2 0.4 0.8 0.2 24.3
Depreciation
At 1 January 2025 0.1 5.4 0.9 0.1 0.2 - 6.7
Charge for the year - 1.4 0.3 0.1 0.1 - 1.9
Impairment 0.1 0.6 0.9 - - - 1.6
Transfers - 0.7 - - - - 0.7
Disposals - (0.7) (0.4) - - - (1.1)
At 31 December 2025 0.2 7.4 1.7 0.2 0.3 - 9.8
Net book amount
At 31 December 2025 0.4 11.7 1.5 0.2 0.5 0.2 14.5
At 31 December 2024 0.5 11.5 2.9 0.2 0.5 0.2 15.3
Transfers between ROU and Fixed Assets arise from the expiry of a financing
agreement or the retrospective financing of assets initially bought for cash
by the company.
An adjustment of £0.5m has been made to the Hire Fleet additions on
acquisition in the year ended 31 December 2024 following the finalisation of
the fair values of the acquisition which are further detailed in Note 14.
An impairment of £1.6m (FY24: £nil) to property, plant and equipment was
charged following a periodic review of the carrying value of Hire Fleet and
Motor Vehicle assets against market rates.
16 Leases
The Group leases a number of assets, all assets are leased from the UK, which
is the main jurisdiction the Group operates in. All lease payments,
in-substance, are fixed over the lease term. All expected future cash out
flows are reflected within the measurement of the lease liabilities at each
year end.
Nature of leasing activities
As at As at
31 December 2025 31 December 2024
Number of active leases 148 140
The Group leases include leasehold properties for commercial and head office
use, motor vehicles and equipment. The leases range in length from 2 to 15
years and vary in length depending on lease type. Leasehold properties and
hire fleet holding the longest-term lengths of up to 15 years, motor leases up
to 4 years and equipment of up to 5 years. All leases are held with the
Group's subsidiaries.
Extension, termination, and break options
The Group sometimes negotiates extension, termination, or break clauses in its
leases. In determining the lease term, management considers all facts and
circumstances that create an economic incentive to exercise an extension
option or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is
reasonably certain to be extended (or not terminated).
On a case-by-case basis, the Group will consider whether the absence of a
break clause would expose the Group to excessive risk. Typically, factors
considered in deciding to negotiate a break clause include:
- The length of the lease term;
- The economic stability of the environment in which the property
is located; and
- Whether the location represents a new area of operations for the
Group.
Incremental borrowing rate
The Group has adopted a rate with a range of 3.1% - 8.7% as its incremental
borrowing rate, being the rate that the individual lessee would have to pay to
borrow the funds necessary to obtain an asset of similar value to the
right-of-use asset in a similar economic environment with similar terms,
security and conditions. This rate is used to reflect the risk premium over
the borrowing cost of the Group measured by reference to the Group's
facilities.
The Group performed a sensitivity analysis where incremental borrowing rates
have been used and identified if the incremental borrowing rate was 5% for all
assets, there would be a decrease in the carrying amount of the right-of-use
asset at 31 December 2025 of £0.2m (2024: decrease £0.2m) and a decrease in
the lease liability of
£0.3m (2024: decrease £0.2m). If the incremental borrowing rate decreased to
1% for all assets, there would be an increase in the carrying amount of the
right-of-use asset at 31 December 2025 of £2.3m (2024: increase £2.1m) and
there would be a consequent increase in the lease liability of £1.8m (2024:
increase £1.9m). Sensitivity analysis is not performed on hire purchase
leases as interest is inherent within these lease agreements.
Right-of-use assets
Leasehold Property Hire Fleet and Motor Vehicles Assets under construction Total
£'m Motor Leasehold £'m £'m £'m
£'m Equipment
£'m
Cost
At 1 January 2024 10.1 0.2 28.0 0.1 0.9 39.3
Additions 0.7 0.5 2.3 - 3.0 6.5
Transfers - - (2.9) - (1.0) (3.9)
Disposals (0.2) (0.1) (0.1) - - (0.4)
At 31 December 2024 10.6 0.6 27.3 0.1 2.9 41.5
Depreciation
At 1 January 2024 2.0 0.1 5.7 - - 7.8
Charge for the period 0.9 0.1 2.3 - - 3.3
Transfers - - (1.6) - - (1.6)
Disposals (0.2) (0.1) - - - (0.3)
At 31 December 2024 2.7 0.1 6.4 - - 9.2
Cost
At 1 January 2025 10.6 0.6 27.3 0.1 2.9 41.5
Additions 1.5 0.5 2.6 0.2 0.5 5.3
Transfers - - 0.9 - (2.8) (1.9)
Disposals (0.4) - (0.7) - - (1.1)
At 31 December 2025 11.7 1.1 30.1 0.3 0.6 43.8
Depreciation
At 1 January 2025 2.7 0.1 6.4 - - 9.2
Charge for the period 1.0 0.5 2.8 0.1 - 4.4
Impairment - - 1.3 - - 1.3
Transfers - - (0.7) - - (0.7)
Disposals (0.2) - (0.1) - - (0.3)
At 31 December 2025 3.5 0.6 9.7 0.1 - 13.9
Net book amount
At 31 December 2025 8.2 0.5 20.4 0.2 0.6 29.9
At 31 December 2024 7.9 0.5 20.9 0.1 2.9 32.3
An impairment of £1.3m (FY24: £nil) to right of use assets was charged
following a periodic review of the carrying value of Hire Fleet and Motor
Vehicle assets against market rates.
Lease liabilities
Leasehold Property Hire Fleet and Motor Vehicles Total
£'m Motor Leasehold £'m £'m
£'m Equipment
£'m
At 1 January 2024 8.7 - 16.3 0.1 25.1
Additions 0.7 0.5 4.9 - 6.1
Interest expense 0.5 - 0.9 - 1.4
Lease payments (including interest) (1.0) (0.1) (6.0) - (7.1)
At 31 December 2024 8.9 0.4 16.1 0.1 25.5
At 1 January 2025 8.9 0.4 16.1 0.1 25.5
Additions 1.2 0.6 3.0 0.2 5.0
Interest expense 0.5 - 1.0 - 1.5
Lease payments (including interest) (1.1) (0.5) (5.6) (0.1) (7.3)
At 31 December 2025 9.5 0.5 14.5 0.2 24.7
Reconciliation of minimum lease payments and present value
As at As at
31 December 31 December
2025 2024
£'m £'m
Within 1 year 7.3 6.6
Later than 1 year and less than 5 years 15.4 17.0
After 5 years 6.5 6.8
Total including interest cash flows 29.2 30.4
Less: interest cash flows (4.5) (4.9)
Total principal cash flows 24.7 25.5
Reconciliation of current and non-current lease liabilities
As at As at
31 December 2025 31 December 2024
£'m £'m
Current 7.8 5.2
Non-current 16.9 20.3
Total 24.7 25.5
Short term or low value lease expense
As at As at
31 December 2025 31 December 2024
£'m £'m
Total short term or low value lease expense 0.4 0.1
0.4 0.1
17 Trade and other receivables
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Amounts falling due within one year:
Trade receivables 2.1 1.9
Director's loan accounts 0.3 0.3
Other receivables and prepayments 1.1 0.9
3.5 3.1
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Amounts falling due within one year:
Director's loan accounts 0.3 0.3
Other receivables and prepayments - 0.1
Amounts due from subsidiaries 11.0 10.8
11.3 11.2
Trade receivables are amounts due from customers for services performed in the
ordinary course of business. They are generally due for settlement within 30
days and therefore are all classified as current. Trade receivables are
non-interest bearing. The carrying amount of trade and other receivables
approximates fair value.
Analysis of trade receivables based on age of invoices:
< 30 31 - 60 61 -90 > 90 Total Gross ECL Total Net
£'m £'m £'m £'m £'m £'m £'m
31 December 2024 1.3 0.4 0.1 0.1 1.9 - 1.9
31 December 2025 1.2 0.4 0.3 0.2 2.1 - 2.1
The Group applies the IFRS 9 general approach to measuring expected credit
losses (ECL) which uses a lifetime expected loss allowance for all trade
receivables. Historically there have been no material default levels giving
rise to a specific provision. In determining the recoverability of accounts
receivable, the Group considers any changes in the credit quality of the
accounts receivable from the date credit was initially granted up to the
reporting date. The accounts receivables that are neither past due nor
impaired relate to customers that the Group has assessed to be creditworthy
based on the credit evaluation process performed by management, which
considers both customers' overall credit profile and its payment history with
the Group. Having considered the impact of
IFRS 9, the Directors concluded that the ECL balance has been determined as
£nil (2024: £nil) based on historical data available to management in
addition to forward looking information utilising management knowledge. The
aging of trade receivables over 30 days as at 31 December 2025 related to 41%
(2024: 33%) of the total trade debtor balance.
The Company makes assumptions when implementing the forward-looking ECL model.
This model is used to assess intercompany loans for impairment. As at the 31
December 2025 the Company is due £11.0m (2024: £10.8m) from subsidiaries.
Estimates are made regarding the credit risk and the underlying probability of
default in credit loss scenarios. The Directors make judgements on the
expected likelihood and outcome of scenarios, and these expected values are
applied to the loan balances. Receivables due from Group undertakings are net
of cumulative ECLs of £nil (2024: £nil).
18 Cash and cash equivalents
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Cash at bank available on demand 2.2 2.3
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Cash at bank available on demand - -
As at 31 December 2025, the Company had cash at bank available on demand of
£2k (2024: £2k).
The Group had an overdraft facility effective from 15 April 2025 with an
interest rate of 220bps plus BOE Base Rate. As at the 31 December 2025 the
Group had no outstanding overdraft. On 7 April 2026 this was replaced with a
£5m revolving credit facility with HSBC UK Bank plc.
19 Trade and other payables
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Amounts falling due within one year:
Trade payables 2.1 1.3
Taxation and social security 2.2 1.6
Accrued expenses 1.5 1.0
Deferred income 0.4 0.4
Other payables 0.1 -
6.3 4.3
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Amounts falling due within one year:
Trade payables 0.1 -
Amounts due to subsidiaries 1.5 4.5
Accrued expenses 0.1 0.1
1.7 4.6
The Directors consider that the carrying value of trade and other payables
approximates to their fair value. Trade payables are non-interest bearing and
are normally settled monthly.
20 Contingent Consideration
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Contingent Consideration 3.5 6.5
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Contingent Consideration 3.5 6.5
During the prior year, the Group acquired Autotrak. Contingent consideration
relating to the acquisition is payable up to maximum value of £8.1m (2024:
£8.1m) payable in cash, three years from the date of acquisition, based on
set performance criteria. Performance criteria is set against adjusted EBITDA
targets of Autotrak, each period. The contingent consideration is payable on a
scaling basis based on the level of Adjusted EBITDA gained. The minimum
payment of contingent consideration is £nil. The fair value of the contingent
consideration has been
20 Contingent Consideration
discounted to present value and adjusted based on management expectation of
probability of outcome of reaching Adjusted EBITDA targets. The payment of
contingent consideration in relation to the acquisition of Autotrak was valued
at £3.5m at 31 December 2025 (2024: £6.5m) with the movement in the year
ended 31 December 2025 representing a £3.4m gain on revaluation offset by
£0.4m interest expense.
Contingent consideration relating to the acquisition of Location 1 Group Ltd
("Location One") was payable up to a maximum value of £2.7m, as at 31
December 2024, payable in cash, over a one-year period based on set
performance criteria. Performance criteria was set against Adjusted EBITDA
targets of Location One, each period. The contingent consideration was payable
on a scaling basis based on the level of Adjusted EBITDA gained. During the
year the earnout period concluded with the performance targets not being met.
£nil contingent consideration was paid (2024: £nil).
21 Investments
Subsidiary undertakings
The Company owns directly or indirectly the whole of the issued and fully paid
ordinary share capital of its subsidiary undertakings.
The subsidiary undertakings of the Company are presented below:
Country of
Subsidiaries Principal activity incorporation Registered address Ordinary shares held
CAD Services Limited Supply of mobile facilities for television and film productions UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2024: 100%)
Location 1 Group Limited Intermediate holding company UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2024: 100%)
Location One Limited Supply of key location facilities for television and film productions UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (2024: 100%)
Autotrak Portable Roadways Limited Supply of portable roadways to television, film and other production companies UK Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ 100% (from 10 September 2024: 100%)
Shares in group undertakings
£m
Cost
At 01 January 2024 14.8
Acquisition of Autotrak 24.1
(3.2)
Impairment
At 31 December 2024 35.7
At 01 January 2025 35.7
Additions 0.2
Impairment (0.7)
At 31 December 2025 35.2
CAD Services Limited, Location 1 Group Ltd, and Autotrak Portable Roadways
Limited are direct investments of the Company. Location One Ltd is held
indirectly. Autotrak Portable Roadways Limited was acquired by the Company on
10 September 2024.
In accordance with the Company's accounting policies, an annual impairment
test is applied to the carrying value of investments. Impairment recognised
for the year totalled £0.7m (2024: £3.2m). The impairment loss has been
included in the Statement of Comprehensive Income. The impairment in the
current and comparative period was due to the continued uncertainty around
Location One's short-term revenue growth due to impacts of the WGA and
SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn
2023.
CAD Services Ltd and Autotrak Portable Roadways Ltd were included as part of
the annual impairment test and the Directors have concluded there are
currently no indicators of impairment.
Additions during the year ended 31 December 2025 are due to an additional
£0.2m cash payment made upon finalisation of the purchase price of Autotrak.
Further details are provided in Note 14.
22 Share capital
Ordinary Shares of 1p each £'m
Allotted, called up and fully paid
At 01 January 2024 0.8
5.9 million issued Ordinary Shares of 1p in relation to the acquisition of 0.1
Autotrak
21 million issued Ordinary Shares of 1p in respect of new Shares 0.2
At 31 December 2024 1.1
At 01 January 2025 (107,822,776 ordinary shares of 1p) 1.1
At 31 December 2025 (107,822,776 ordinary shares of 1p) 1.1
All classes of shares have full voting, dividends and capital distribution
rights.
On 10 September 2024, the Company acquired 100% of the issued share capital in
Autotrak. Consideration included 5,915,357 Ordinary Shares issued at a share
price of £0.53 per share. In addition, on 10 September 2024, the Group
issued 1,000,000 Ordinary Shares by way of a retail offer at a share price of
£0.50, and 20,000,000 Ordinary Shares via a placing offer at a share price of
£0.50 per share.
Share options
The Group has two separate share option schemes in place, those being the
Long-Term Incentive Plan ("LTIP"), and an Enterprise Management Incentive
Share Scheme.
CAD Services Limited operated two equity-settled share-based remuneration
schemes for employees, under Enterprise Management Incentive Share Schemes.
These options were to lapse if the individual leaves within 10 years from the
date of grant if all vesting conditions had not been met earlier. These
options were superseded, and all options were rolled over into new options
held by Facilities by ADF PLC as part of the acquisition transaction that took
place on 3 December 2021. The exercisable options held were rolled over to
equivalent options.
The Group has additionally put in place a LTIP, to ensure alignment between
Shareholders, and those responsible for delivering the Group's strategy and
attract and retain the best executive management talent. The LTIP will only
reward the participants if shareholder value is created. This ensures
alignment of the interests of management
directly with those of Shareholders. On 5 January 2022, the Company issued
500,000 and 390,000 new ordinary share options to M Proctor and N Evans,
respectively. On 4 March 2024 the Group awarded 429,796 and 571,429 new
ordinary share options to N Evans and M Proctor, respectively under the LTIP,
along with a further 566,329 for share options to other senior management
employees. On 16 December 2025 the Group awarded 441,177 new ordinary shares
to J Long along with a further 367,648 for share options to other senior
management employees under the LTIP. The options have an exercise price of 1p
and will vest after 3 years.
On 30 July 2025 M Proctor, stepped down as a Director of the Company and left
the Group with immediate effect, as did N Evans on 31 October 2025. M Proctor
forfeited all rights to options held on exit. N Evans was classified as a good
leaver in respect of all options held as at the date of exit from the Company.
The terms and conditions of the grants outstanding as at the 31 December 2025
are detailed below:
Date of grant No. of options Vesting conditions Contractual life of options
Exercise price £
3 December 2021 500,000 0.01 Immediately 10 years (Rollover)
3 December 2021 2,000,000 0.06 Immediately 10 years (Rollover)
4 March 2024 996,125 0.01 LTIP 10 years
16 December 2025 808,825 0.01 LTIP 10 years
4,304,950 0.01
Details of the number of share options granted, exercised, lapsed and
outstanding at the end of each period as well as the weighted average exercise
prices in £ ("WAEP") are as follows:
As at 31 December 2025 As at 31 December 2024
WAEP WAEP
Outstanding at beginning of year 5,267,554 0.14 4,590,000 0.16
Granted during the year 808,825 0.01 1,567,554 0.01
Exercised during the year - - - -
Forfeited during the year (571,429) (0.01)
Lapsed during year (1,200,000) (0.50) (890,000) (0.01)
Outstanding at year end 4,304,950 0.03 5,267,554 0.14
LTIP
Grant date
The grant date of the Options is the date of issue.
Exercise
Unless otherwise determined and subject to the redemption conditions having
been met, the Company and the holders of the Options have the right to
exchange each Option for Ordinary Shares in the Company, which will be
dilutive to the interests of the holders of Ordinary Shares. It is currently
expected that options will be exchanged for Ordinary Shares.
Vesting Conditions and Vesting Period
The Options will vest and become exercisable following the end of the
Performance Period, being the 1 January 2022 to 31 December 2024 for options
granted in January 2022, 1 January 2024 to 31 December 2026 for options
granted in March 2024 and 1 January 2025 to 31 December 2027 for options
granted in December 2025.
The Options are subject to certain vesting Performance Conditions as follows:
i. 50% of the Options will be subject to EBITDA
target over the Performance Period; and
ii. 50% of the Options will be subject to an absolute
total shareholder return performance condition over the Performance Period.
The options granted in December 2025 are not subject to the Performance
Conditions.
If the Performance Conditions (or any element of them) are not satisfied in
full at the end of the Performance Period any part of the Option that has not
Vested as a consequence of the Performance Conditions (or any element of it)
not being satisfied in full shall lapse immediately on the Board's
determination that the Performance Conditions (or the applicable element of
it) have not been satisfied in full.
Holding of Options
The following shares were in issue on 31 December 2025:
Issue date Name Share designation at balance sheet date Nominal Price Issue price per share Number of Ordinary shares
£'s
4 March 2024 N Evans Ordinary Shares £0.01 0.49 429,796
4 March 2024 Senior Management Ordinary Shares £0.01 0.49 566,329
16 December 2025 J Long Ordinary Shares £0.01 0.17 441,177
16 December 2025 Senior Management Ordinary Shares £0.01 0.17 367,648
Valuation of Options
Valuations were performed using a Monte Carlo model to ascertain the fair
value at grant date. Details of the valuation methodology and estimates and
judgements used in determining the fair value are noted herewith and were in
accordance with IFRS 2 at grant date.
There are significant estimates and assumptions used in the valuation of the
Options. Management has considered at the grant date, the potential range of
value for the Options, based on the circumstances on the grant date. The fair
value of the Options granted under the scheme which were calculated using a
Monte Carlo model used the following material inputs:
Issue date Name Share designation at balance sheet date Volatility Risk-free rate Expected term (years)
4 March 2024 N Evans Ordinary Shares 47% 4.12% 3
4 March 2024 Senior Management Ordinary Shares 47% 4.12% 3
The Options are subject to the Performance Conditions being achieved, which
are market and non-market performance conditions, and as such have been taken
into consideration in determining their fair value. The model incorporates a
range of probabilities for the likelihood of EBITDA and total shareholder
return.
Expense related to Options
A credit of £nil (2024: expense of £0.1m) has been recognised in the
Statement of Comprehensive Income in respect of the LTIP Options issued. This
includes an expense of £0.1m for Options issued in March 2024, and a £0.1m
write back of those Options issued in March 2024 of which management estimate
will not meet their conditions. There is a condition associated with all
Options issued which requires the fair value charge associated with the
Options to be allocated over the minimum vesting period. This vesting period
is estimated to be 3 years from the date of grant.
23 Reserves
Called up share capital
Called up share capital represents the nominal value of shares that have been
issued.
Share Premium
The premium on issue of equity shares, net of any issue costs.
Share based payment reserve
The cumulative amount recognised in relation to the equity-settled share-based
payment schemes in place.
Merger reserve
The difference between the nominal value of shares issued in the share
exchange and the book value of the shares obtained, in line with merger
accounting principles.
Retained earnings
Retained earnings relate to cumulative net gains and losses less distributions
made.
Merger relief reserve
Merger relief reserve represents the difference between the nominal value of
the shares issued as part of the share exchange and the net assets acquired.
24 Retirement benefit scheme
As at As at
31 December 2025 31 December 2024
£'m £'m
Defined contribution schemes:
Charge to income statement 0.3 0.3
A defined contribution pension scheme is operated for all qualifying
employees. The assets of the scheme are held separately from those of the
Group in independently administered funds.
Outstanding pension contributions at the year ended 31 December 2025, included
within other payables of the Group amounted to £0.1m (2024: £0.1m).
25 Capital and financial commitments
The Group commits to lease agreements in respect of hire facilities over 6
months in advance, this is due to the nature of the facilities leased. The
Group has committed to new fleet capital expenditure orders of approximately
£0.6m for 2026 (2025: £0.8m).
The Company has provided a guarantee for all outstanding debts and liabilities
to which all the subsidiary companies of the Group are subject at the end of
the financial year ended 31 December 2025, in accordance with Section 479C of
the Companies Act 2006. Further details of this guarantee are provided in Note
1.1.
The Group held no other additional capital, financial and or other commitments
at 31 December 2025.
26 Financial instruments
Financial assets
Financial assets are not measured at fair value and due to their short-term
nature, the carrying value approximates their fair value. They comprise trade
receivables, other receivables, and cash. It does not include prepayments.
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Trade receivables 2.1 1.9
Directors loan account 0.3 0.3
Cash at bank 2.2 2.3
4.6 4.5
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Directors loan account 0.3 0.3
Amounts due from subsidiaries 11.0 10.8
11.3 11.1
Financial liabilities
Financial liabilities measured at amortised cost comprise trade payables,
lease liabilities and accruals. It does not include other taxation and social
security and deferred income.
Group As at As at
31 December 2025 31 December 2024
£'m £'m
Trade payables 2.1 1.3
Accrued expenses 1.5 1.0
3.6 2.3
Company As at As at
31 December 2025 31 December 2024
£'m £'m
Trade payables 0.1 -
Amounts due to subsidiaries 1.5 4.5
Accrued expenses 0.1 0.1
1.7 4.6
Financial risk management
The Group is exposed through its operation to the following financial risks:
credit risk, interest rate risk, foreign exchange risk and liquidity risk.
Risk management is carried out by the Directors of the Group. The Group uses
financial instruments to provide flexibility regarding its working capital
requirements and to enable it to manage specific financial risks to which it
is exposed.
The Group finances its operations through a mixture of debt finance, cash and
liquid resources and various items such as trade debtors and trade payables
which arise directly from the Group's operations.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. In order to minimise the risk, the Group endeavours only to deal
with companies which are demonstrably creditworthy and this, together with the
aggregate financial exposure, is continuously monitored. The maximum exposure
to credit risk is the carrying value of its financial receivables, trade and
other receivables and cash and cash equivalents as disclosed in the notes to
the financial information.
The receivables' age analysis is evaluated on a regular basis for potential
doubtful debts, considering historic, current and forward-looking information.
No material impairments to trade receivables, have been made to date. Further
disclosures regarding trade and other receivables are provided within the
notes to financial information.
Credit risk also arises on cash and cash equivalents and deposits with banks
and financial institutions. For banks and financial institutions, only
independently rated parties with minimum rating "AA-" are accepted. Currently
all financial institutions whereby the Group holds significant levels of cash
are rated from AA- to A+.
Interest rate risk
As at 31 December 2025, the Group had no current borrowings and used no
finance facilities or debt structures to coordinate business. Therefore,
interest rate risk exposure for the Group is minimal. The Group's policy aims
to manage the interest cost of the Group within the constraints of its
financial borrowings.
The Group has entered into significant leases for various assets, namely hire
facilities, under fixed interest rate terms. This means that the interest rate
charged on these leases is fixed for the entire term of the lease, regardless
of changes in market interest rates.
If market interest rates rise, the Group's fixed-rate leases will become less
attractive to potential lessors, as they would be able to obtain better rates
elsewhere. On renewal of these leases this could result in the Group having to
renew or renegotiate these leases at higher rates, which would increase its
operating costs and potentially reduce its profitability.
The Group look to mitigate this risk by committing to lease agreements in
respect of hire facilities over 6 months in advance, ensuring management can
manage and plan for interest rate change.
Foreign exchange risk
Foreign exchange risk arises when the Group enters into transactions in a
currency other than their functional currency. The Group's policy is, where
possible, to settle liabilities denominated in a currency other than its
functional currency with cash already denominated in that currency.
The Group operates primarily in the UK and as such transactions are
substantially denominated in Sterling (GBP). As such the Group is exposed to
minimal transaction foreign exchange risk. The mix of currencies and terms of
trade with its suppliers are such that the Directors believe that the Group's
exposure is minimal and consequently they have not, to date, specifically
sought to materially hedge that exposure. Most of the Group's funds are in GBP
with only sufficient funds held in foreign currencies to meet local costs.
Liquidity risk
The Group seeks to maintain sufficient cash balances. Management reviews cash
flow forecasts on a regular basis to determine whether the Group has
sufficient cash reserves to meet future working capital requirements and to
take advantage of business opportunities.
A maturity analysis of the Group's trade and other payables is shown below:
As at As at
31 December 2025 31 December 2024
£'m £'m
Less than 1 year:
Lease liabilities 7.3 6.6
Trade and other payables 2.1 1.3
Accrued expenses 1.5 1.0
10.9 8.9
Between 1-5 years:
Lease liabilities 15.4 17.0
15.4 17.0
More than 5 years:
Lease liabilities 6.5 6.8
6.5 6.8
Total including interest cash flows 32.8 32.7
Less interest cash flow:
Lease liabilities (4.5) (4.9)
Total principal cash flows 28.3 27.8
Capital Disclosures
The capital structure of the business consists of debt and equity. Equity
comprises share capital, share premium, share based payment reserve, and
accumulated reserves and is equal to the amount shown as 'Equity' in the
balance sheet. Debt comprises various items which are set out in further
detail above and in the notes to the accounts.
The Group's current objectives when maintaining capital are to:
- Safeguard the Group's ability as a going concern so that it can
continue to pursue its growth plans;
- Provide a reasonable expectation of future returns to
shareholders; and
- Maintain adequate financial flexibility to preserve its ability
to meet financial obligations, both current and long term.
The Group sets the amount of capital it requires in proportion to risk. The
Group manages its capital structure and adjusts it in the light of changes in
economic conditions and the risk characteristics of underlying assets. In
order to maintain or adjust the capital structure, the Group may issue new
shares or sell assets to reduce debt. During the period covered the Group's
business strategy remained unchanged.
27 Related party transactions
The CAD Services Pension Scheme owns properties leased by CAD Services
Limited. In total CAD Services Limited paid the CAD Services Pension Scheme
£25k for the year ended 31 December 2025 (2024: £46k) in lease payments.
During the year ended 31 December 2025, rent of £25k (2024: £25k) was also
paid for properties occupied by the Group that are owned by shareholders.
On 3 December 2021 J Richards was granted 2,000,000 Ordinary Shares. An amount
payable was due to the Company in respect of this transaction of £20k (2024:
£20k), residing in other receivables as at the 31 December 2025.
Additionally, a further amount was payable by J Richards in respect of the
PAYE balance due on the Ordinary Shares granted, paid by the Company, amounts
due at 31 December 2025 were £0.3m (2024: £0.3m). The amounts due from J
Richards are interest free and were repayable on the earliest of 5 years or
the sale of their shares owned in Facilities by ADF Plc or on cessation of
directorship in the Company. On 12 February 2025, following consultation with
the Company's largest shareholders, the Company entered into a Loan amendment
with J Richards such that the Loan is now repayable on the earlier of the sale
of any of the ordinary shares in the Company held by J Richards or 5 January
2027. J Richards stepped down from his position as Non-Executive Chairman of
the Company on 12 February 2025.
Following the acquisition of Autotrak Portable Roadways in 2024, rent of
£0.1m (2024: £nil) was paid to Michael and Maria Fox, the former owners
still employed by the business, for the occupation of the Kidlington site.
On 13 November 2024, non-executive director J Goodson purchased 15,349 shares
in the Group.
28 Changes in liabilities from financing activities
At 1 January 2025 Financing cash flows At 31 December 2025
£'m £'m New borrowings non - cash £'m
Interest £'m
£'m
Lease liabilities 25.5 (7.3) 1.5 5.0 24.7
Total liabilities from financing activities 25.5 (7.3) 1.5 5.0 24.7
At 1 January 2024 Financing cash flows New borrowings non - cash At 31 December 2024
£'m £'m £'m £'m
Interest
£'m
Lease liabilities 25.1 (7.1) 1.4 6.1 25.5
Total liabilities from financing activities 25.1 (7.1) 1.4 6.1 25.5
29 Ultimate controlling party
The Directors do not consider there to be one ultimate controlling party.
30 Post balance sheet events
In April 2026, the Group put in place a £5.0m, 3-year, revolving credit
facility with HSBC, replacing the Group's £1m overdraft facility. Under the
terms of this facility the Group will be required to meet quarterly covenant
tests in respect of leverage and an annual covenant test in respect of
interest cover.
1 (#_ftnref1) The purchase of right-of-use assets relates to cash additions
made to improve assets held on hire purchase, included in right -of-use assets
as detailed in Note 16.
2 (#_ftnref2) Hire Purchase re-financing income in 2024 relates to artiste
trailers purchased by CAD Services Limited for cash in 2023 but
retrospectively re-financed in 2024.
3 (#_ftnref3) Revenue has been disaggregated by platform commissioned
productions, rather than at an invoiced special purpose vehicle company level.
4 (#_ftnref4) Transfers are made between Property, Plant, and Equipment, and
Right-of-Use-Assets whereby the amounts transferred between asset type are
identical.
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Copyright 2019 Regulatory News Service, all rights reservedRecent news on Facilities by ADF
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