REG - Inspecs Group PLC - Final Results for the year ended 31 December 2025
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RNS Number : 0587E Inspecs Group PLC 13 May 2026
13 May
2026
INSPECS Group plc
("INSPECS", the "Company" or the "Group")
Final Results for the year ended 31 December 2025
INSPECS Group plc, a leading designer, manufacturer and distributor of eyewear
(sunglasses, optical frames and low vision products) today announces its final
results for the year ended 31 December 2025.
Financial Highlights
· Group revenue of £191.7m (2024: £193.3m(1)) remained resilient despite
continued macroeconomic and geopolitical uncertainty
· Group revenue on a constant currency basis(2) of £193.4m (2024: £193.3m(1))
· Gross profit margin down 70 bps to 51.7% (2024: 52.4%(1))
· Underlying EBITDA(2) down £1.8m to £17.7m (2024: £19.5m(1))
· Operating profit before non‑underlying items of £5.7m (2024: £5.9m(1))
· Net debt excluding lease liabilities increased to £32.3m (2024: £22.9m)
Operational Review and Current Trading
· Integration of legacy acquisitions now complete, simplifying the operating
model and strengthening operational focus
· Manufacturing performance improved materially in the second half, following
tariff‑related disruption and start‑up under‑utilisation in H1 2025
· Norville business closed, streamlining the Group and improving long‑term
capital allocation
· Continued progress on supply chain efficiencies through centralised
procurement
· Continued investment in innovation, including development of Optaro
low‑vision products and progress on smart eyewear initiatives
· European markets showing encouraging momentum and the Group is on track to
deliver Board expectations for 2026
Targets
The Board reiterates the Group's ambition to deliver:
· Annual organic revenue CAGR at least 40% above market growth, with the global
eyewear market forecast to grow at approximately 3% CAGR(3)
· Double‑digit Underlying EBITDA margin by 2027
· Net debt of 40%-75% of underlying EBITDA by 2027
Takeover Offer
On 20 February 2026, Bidco 1125 Limited ("Bidco") (a newly incorporated
vehicle indirectly owned by Luke Johnson and Ian Livingstone) announced a
Takeover Offer for the Company under Part 28 of the Companies Act 2006 (the
"Offer"). On 13 March 2026, Bidco declared the Offer unconditional in all
respects. On 1 May 2026, Bidco declared that the Offer will close for
acceptance at 6.00p.m. on 15 May 2026.
1. The results for the year ended 31 December 2024 have been re-presented to
reflect the classification of Norville as a discontinued operation.
2. Constant currency and Underlying EBITDA are non-statutory measures. Please
refer to note 4 for details.
3. Market Benchmark: Based on Statista Eyewear: Market Data & Analysis,
covering Sunglasses and Eyewear Frames revenue projections.
Richard Peck, Chief Executive Officer of INSPECS Group plc, commented:
"INSPECS delivered a resilient performance in 2025 against a challenging
macroeconomic and geopolitical backdrop. Revenue was stable on a constant
currency basis and eyewear unit volumes increased, reflecting disciplined
execution across our global operations and the enduring strength of our brand
portfolio and customer relationships.
"The successful ramp‑up of our Vietnam manufacturing site has enhanced our
operational resilience, improved cost competitiveness and positioned the Group
well to mitigate ongoing supply chain and trade‑related risks.
"During the year we took further actions to simplify the Group, including the
closure of the Norville lens business and the completion of key integration
activities. These steps were taken deliberately to reduce complexity,
strengthen focus on our core Frames and Optics activities, and improve
long‑term capital allocation.
"INSPECS has entered 2026 with a simpler structure, a clearer strategic focus
and a more resilient operating platform. While external uncertainty remains,
the actions taken in 2025 provide a strong foundation for operational
improvement, margin recovery and sustainable long‑term value creation."
For further information please contact:
INSPECS Group plc via FTI Consulting
Richard Peck (CEO) Tel: +44 (0) 20 3727 1000
Chris Kay (CFO)
Peel Hunt (Nominated Adviser and Broker) Tel: +44 (0) 20 7418 8900
George Sellar
Andrew Clark
FTI Consulting (Financial PR) Tel: +44 (0) 20 3727 1000
Alex Beagley
Harriet Jackson
Amy Goldup
About INSPECS Group plc
INSPECS is a leading provider of eyewear solutions to the global eyewear
market. The Group produces a broad range of eyewear frames and low vision
aids, covering optical, sunglasses and safety, which are either "Branded"
(under licence or under the Group's own proprietary brands), or "OEM"
(unbranded or private label on behalf of retail customers).
INSPECS is building a global eyewear business through its vertically
integrated business model. Its continued growth is underpinned by increasing
the penetration of its own-brand portfolio, worldwide distribution, growing
retail presence, maximising group synergies and its global network, expanding
its manufacturing capacity and scaling the research and development department
as it develops new and innovative eyewear products. The Group has operations
across the globe: with offices and subsidiaries in the UK, Germany, Portugal,
Scandinavia, the US and China (including Hong Kong, Macau and Shenzhen), and
manufacturing facilities in Vietnam, China, the UK and Italy.
INSPECS customers are global optical and non-optical retailers, global
distributors and independent opticians. Its distribution network covers over
80 countries and reaches approximately 75,000 points of sale.
More information is available at: https://INSPECS.com (https://inspecs.com)
CHAIR'S STATEMENT
Operating performance
Despite all the distractions of the various unsolicited offers received for
the Group and the requisite due diligence processes, the Group has performed
robustly in a difficult consumer environment. While sales have been under
continuing pressure, especially exports to the United States as a result of
the additional tariffs, costs have been tightly controlled and the Group
delivered full year results in line with the market guidance given in the
final quarter of the year.
During the year the Board took the difficult but necessary decision to close
its Norville lens factory in Gloucester. Given the increasing cost of doing
business in the UK, it was no longer possible to see a realistic route to
profitability for the business.
As a result of the ongoing macroeconomic headwinds, INSPECS saw a small
decline in revenue which reduced by £1.6m (0.9%) largely as a result of the
impact of US tariffs and changes in US government policy. Product mix and
inflationary pressure saw gross profit margins reduced from 52.4% to 51.7% and
as a result, despite material cost reduction measures, underlying EBITDA
reduced by £1.8m with the Group's loss from continuing operations worsening
by £1.3m.
More positively, our newly expanded Vietnam factory has continued to increase
output during the year with revenue growing from £11.6m in 2024 to £12.8m.
Sales in the first quarter of 2026 are significantly ahead of Q1 2025.
Outlook for 2026
Our vertically integrated business model continues to offer significant
opportunities for operational efficiency. The integration of past acquisitions
is now complete, delivering synergies that are contributing to both revenue
protection and margin improvements. Furthermore, our investment in sustainable
production methods reinforces our leadership in ethical and environmentally
responsible eyewear solutions.
The Group has had an encouraging start to 2026, particularly within the frames
and optics division, with sales and order inflow to the European markets ahead
of Q1 2025. Sales to the US market remain in line with Board expectations and
the Group is on track to deliver its expected results for 2026.
The Board has risen to the challenges which 2025 presented and I would like to
express my thanks to my fellow directors, to the members of the INSPECS senior
management team and to all the Group's employees for their hard work,
co-operative approach and professionalism which they have brought to bear in
difficult circumstances.
As I write, the macro-geopolitical environment remains highly volatile, with
energy prices elevated by historical standards and increasing inflation on the
horizon, however, I am confident that with its experienced management and
resilient business model, INSPECS is positioned to rise to these and any
future challenges for the benefit of all of its stakeholders.
Christopher Hancock
Interim Chair
CHIEF EXECUTIVE'S REVIEW
2025 was a year of transition and consolidation for INSPECS. Against a
backdrop of macroeconomic volatility, geopolitical uncertainty and continued
pressure on consumer demand, the Group remained resilient, delivering stable
revenues, solid operational performance and continued strategic progress.
During the year, we took decisive actions to simplify the Group, strengthen
our operating platform and position the business for sustainable long‑term
value creation. While the external environment remained challenging, the
underlying performance of our core businesses demonstrates the strength of our
brands, customer relationships and vertically integrated model.
Group Performance Overview
Group revenue for the year was £191.7m, broadly in line with the prior year.
On a constant currency basis, revenues were flat, reflecting disciplined
execution across our global operations and continued momentum in key product
categories. Eyewear unit volumes increased to 11.5 million, underscoring the
ongoing relevance of our brand portfolio and the breadth of our customer
relationships across both large retail groups and independent optical
customers.
Underlying EBITDA of £17.7m reflects a resilient operational performance in a
year impacted by softer volumes in certain markets, adverse currency
fluctuations and a reduction in gross margin, which remained robust at 51.7%.
The loss from continuing operations was £3.3m, with increased non-underlying
costs incurred during the period. Importantly, the Group continued to generate
an operating profit before non‑underlying items of £5.7m, demonstrating the
earnings capability of the core business.
Statutory results were affected by a number of non‑recurring items
associated with portfolio simplification, restructuring activity and
discontinued operations. These actions were taken deliberately to simplify the
Group and improve long‑term capital allocation.
Strategic Progress and Simplification
Our strategy is focused on building a highly respected global eyewear
business, underpinned by our six strategic pillars: Growth, Worldwide
Distribution, Innovation, Global Network, Vertical Integration and Fit for the
Future. These pillars guide how we allocate capital, deploy resources and
position the Group for sustainable long‑term value creation.
During the year, we made meaningful progress:
· Growth:
New product launches, including Tom Tailor eyewear, were well received during
the year. Our design and innovation capability continued to be recognised
through multiple industry awards, including Red Dot awards, supporting growth
across multiple regions.
· Worldwide Distribution:
Our portfolio of proprietary and licensed brands remains central to our value
proposition. We continued to expand the Group's global distribution footprint,
including further expansion into South America, leveraging our multi‑brand
portfolio, OEM capability, operational flexibility and established
international customer relationships.
· Innovation:
Smart eyewear represents a significant area of focus for the Group, with our
innovations team advancing a growing pipeline of product concepts and
collaborative developments. A smart sports eyewear frame, developed in
collaboration with one of our licensors, is due for launch in 2026.
· Global Network:
We continued to deepen relationships with key global retail partners while
maintaining strong support for independent opticians. Leveraging our global
network, multi‑brand offering and service capability enables us to serve
customers across a wide range of markets and channels, supporting both scale
and long‑term growth.
· Vertical Integration:
We continued to invest in our global manufacturing platform, specifically in
Vietnam, enhancing capacity, flexibility and cost competitiveness. These
investments strengthen our vertically integrated model while improving
supply‑chain resilience and mitigating geopolitical, tariff and
trade‑related risks.
· Fit for the Future:
We remain committed to a lean and efficient group. In light of this, following
a detailed strategic, financial and operational review, the Board took the
decision to close the Norville lens manufacturing operation. This decision
simplified the Group and allowed management focus and capital to be redirected
towards our core Frames and Optics activities. The process was managed
carefully, with due consideration given to employees, customers and suppliers,
and supports a more resilient and sustainable operating model.
Divisional Performance
Frames and Optics
The Frames and Optics division delivered a resilient performance during the
year, underpinned by stable revenues of £175.4m (2024: £176.0m) and
effective cost control, resulting in a gross profit of £90.2m (2024: £90.1m)
and an increase in Underlying EBITDA to £17.5m (2024: £16.6m).
The division continued to perform strongly in the European market, underpinned
by its premium brand portfolio, well‑established customer relationships and
disciplined operational execution. The successful integration of two of our
European entities strengthened scale and product breadth within core European
markets, while delivering operational efficiencies. The European market
remains highly cash‑generative and a cornerstone of the Group's
profitability and long‑term value.
The division operated against a more challenging backdrop in the US, with
cautious customer ordering, continued tariff uncertainty and foreign exchange
movements impacting short‑term performance. Despite these headwinds, we
maintained strong relationships with major US retail partners and made good
progress securing new and extended licensing arrangements. With an improving
brand pipeline and operational initiatives underway, the division is well
positioned to benefit as market conditions normalise.
Manufacturing
Whilst full year revenues remained stable within our Manufacturing division at
£21.9m (2024: £22.2m), gross profit decreased to £9.2m (2024: £11.1m) and
Underlying EBITDA decreased to £3.2m (2024: £5.9m). This reflected a
combination of cost pressures and operational inefficiencies experienced in
the first half. In particular, tariffs, disruption across global supply chains
and an unfavourable sales mix put pressure on margins, while the division
incurred additional labour and overhead costs associated with expanding
headcount at the new Vietnam manufacturing facility, which was not yet
operating at full utilisation.
Performance improved materially in the second half compared to the first half
as these pressures eased. The successful ramp-up of our new manufacturing
facility in Vietnam was a key driver of this improvement, helping to mitigate
tariff impacts, restore operational efficiency and improve cost
competitiveness. The business finished the year strongly, and the Vietnam site
is now performing well operationally, providing greater resilience and a solid
platform for future margin recovery and growth.
ESG and Responsible Business
Sustainability and responsible business practices remain embedded across the
Group:
· Our 2023 emissions baseline was restated following independent assurance,
improving the quality and robustness of ESG disclosures.
· Scope 1 and Scope 2 emissions intensity improved versus the baseline year,
supported by site optimisation and the increased use of renewable energy
certificates.
· We continued to invest in our people, enhancing compliance, training and
governance frameworks while maintaining a strong focus on health, safety,
diversity and engagement.
· Governance remains a key strength, with active Board oversight and continued
alignment to recognised frameworks including the QCA Code, TCFD and SECR.
Outlook
While uncertainty remains in the external environment, INSPECS entered 2026
with a simpler structure, a clearer strategic focus and a more resilient
operating platform.
Our priorities remain to:
· drive operational efficiency and margin improvement;
· accelerate growth in premium and performance eyewear;
· maintain tight working capital and cost discipline; and
· continue embedding ESG considerations into strategic and financial
decision‑making.
INSPECS is a global business with strong brands, deep customer relationships
and experienced teams. I remain confident that, through disciplined execution
and focused capital allocation, the Group is well positioned to deliver
sustainable growth and long‑term value for all stakeholders.
Richard Peck
Chief Executive Officer
CHIEF FINANCIAL OFFICER'S REVIEW
Group sales for the year of £191.7m represent a decrease of 0.8% on the
previous year's sales of £193.3m. On a constant currency basis* our sales of
£193.4m were flat on the previous year's sales of £193.3m.
The Group's Operating Profit before non-underlying items decreased from £5.9m
to £5.7m. The Group's Underlying EBITDA decreased by 9.4% from £19.5m in
2024 to £17.7m.
Reported loss before tax of £0.2m (FY24: Profit before tax £1.6m) is after
incurring non-underlying costs (net) £2.9m (FY24: £0.6m) and net finance
costs of £3.0m (FY24: £3.8m).
2024 results have been re-presented to reflect the treatment of the Group'
lens manufacturing business in the UK (Norville) as a discontinued operation.
The discontinued operation made a loss for the year of £6.3m (2024: £2.6m
loss), which includes a £3.0m (£2024: nil) loss on remeasurement of assets
held for sale.
* Constant currency: figures at constant exchange rates have been
calculated using the average exchange rates in effect for the corresponding
period in the relevant comparative year.
2025 2024
£'000 (Re-presented)
£'000
REVENUE 191,701 193,345
Gross profit 99,176 101,382
Underlying operating expenses (81,501) (81,877)
UNDERLYING EBITDA 17,675 19,505
Share-based payment expense (185) (371)
Depreciation and amortisation (11,805) (12,250)
Earnout on acquisitions - (981)
OPERATING PROFIT BEFORE NON-UNDERLYING ITEMS 5,685 5,903
Reconciliation to reported results
OPERATING PROFIT BEFORE NON-UNDERLYING ITEMS 5,685 5,903
Non-underlying costs (net) (2,944) (608)
Exchange adjustments on borrowings 41 97
Share of loss of associate and joint venture (17) (29)
Net finance costs (3,006) (3,796)
(Loss)/Profit BEFORE TAX (241) 1,567
Tax charge (3,049) (3,585)
LOSS FOR THE YEAR - CONTINUING OPERATIONS (3,290) (2,018)
Gross profit margin
The Group's gross profit margin for 2025 was 51.7% compared to 52.4% in 2024,
a decrease of 70 basis points largely due to inflationary pressures and the
impacts of US tariffs. The Group's procurement team continues to focus on
supply chain efficiencies.
Underlying EBITDA
The Group considers Underlying EBITDA as one of its key operating performance
indicators. Underlying EBITDA decreased by £1.8m, from £19.5m to £17.7m, a
decrease of 9%. Underlying EBITDA margin decreased from 10.1% to 9.2%.
Underlying EBITDA performance reflects the decrease in sales together with a
reduction in gross profit margin.
Operating expenses
Operating expenses decreased from £95.5m to £93.5m in 2025 despite cost
inflation on wages, salaries and operating costs. The Group will continue to
seek further operational cost savings in 2026.
Year ended Percentage Year ended Percentage
31 December of revenue 31 December of revenue
2025 2024
£'000 £'000
Revenue 191,701 - 193,345 -
Gross profit 99,176 52% 101,382 52%
Distribution 5,239 3% 5,388 3%
Employee expenses 51,227 27% 50,860 26%
Administrative expenses, excluding employee expenses 19% 20%
37,025 39,231
TOTAL OPERATING EXPENSES 93,491 95,479
(Loss)/Profit before tax
In 2025, the Group made a statutory loss before tax of £0.2m (FY24: profit
£1.6m).
2025 2024
£m £m
Underlying EBITDA 17.7 19.5
Non-cash adjustments
1. Depreciation and amortisation (11.8) (12.3)
2. Exchange adjustments on borrowings - 0.1
3. Share‑based payment expense (0.2) (0.4)
4. Earnout on acquisitions - (1.0)
Sub-total 5.7 6.0
Non-underlying costs (net) (2.9) (0.6)
Net finance costs (3.0) (3.8)
(LOSS)/PROFIT BEFORE TAX (0.2) 1.6
Total comprehensive loss for the year
The Group made a total comprehensive loss for the year of £13.5m (2024:
£6.0m). This is after recognising a loss on exchange differences on
translation of foreign operations of £4.0m (2024: £1.4m). The loss on
exchange differences on translation of foreign operations is primarily driven
by the translation of subsidiaries with a USD functional currency into the
Group's sterling presentation currency.
Key items impacting the current year's results are as follows:
Depreciation and amortisation
The Group's depreciation and amortisation charge is set out below.
Amortisation costs principally arise from the capitalisation of customer
relationships on acquisitions.
31 December 31 December
2025 2024
£m £m
Depreciation 5.6 5.5
Amortisation 6.2 6.8
Total 11.8 12.3
Exchange adjustments on borrowings
The exchange adjustment on borrowings primarily relates to intragroup loans,
where the functional currency of the entities differs from the loan currency.
This exchange adjustment also relates to the revolving credit facility and
term loan held in Euros.
Share‑based payment expense
The Group has an LTIP scheme in place that vests over a period of three years
from the date of the grant of the option at market value, and is subject to
the continued employment of the individual over that period. The Group has
recognised a non-cash charge of £0.2m in 2025 (FY24: £0.4m). The scheme is
designed to give the equivalent of one year's salary to an individual over
that three-year period. Following the change of control (see note 18), the
options in place as at 31 December 2025 have lapsed since the period end.
Earnout on acquisitions
The acquisitions of EGO Eyewear and BoDe Designs in December 2021 both
contained amounts due for contingent consideration, based on the performance
of those businesses. In 2025, the amount of contingent consideration
recognised under the agreements amounted to £nil (FY24: £1.0m) and has been
charged to the profit and loss account in accordance with IFRS 3. There are no
further earnouts due on historic acquisitions.
Net finance costs
Total net finance costs of £3.0m (FY24: £3.8m) reduced as a result of lower
interest rates payable on the new term loan and multicurrency revolving credit
facility entered into in December 2024.
The amortisation of loan transaction costs relates to the refinancing charges
that are amortised over the period of the financing facilities available to
the Group.
2025 2024
£m £m
Bank loan interest 2.4 3.1
Invoice discounting 0.2 0.3
IFRS 16 lease interest 0.3 0.4
Interest receivable (0.1) (0.2)
Net finance costs 2.8 3.6
Amortisation of loan transaction costs 0.2 0.2
Total net finance costs 3.0 3.8
Non-underlying costs (net)
The Group incurred £2.9m of non-underlying costs (net) in 2025 (2024:
£0.6m).
2025 2024
£'000
£'000
Impairment charge 1,455 -
Offer related costs 1,102 -
Requisition general meeting 212 -
Restructuring 206 282
Board recruitment costs 197 -
Audit tender 77 -
Acquisition costs - 24
Withholding tax provision (income)/charge (305) 302
2,944 608
The impairment charge of £1.5m (2024: £nil) principally represents the write
down of customer relationships following the amalgamation of our German
eyewear businesses and the integration of Ego Eyewear Limited into INSPECS
Limited. It also includes an impairment charge of £0.4m on a customer
relationship held by our Asian manufacturing business.
Cash flows
During the year, the Group accelerated payments to its key supplier in Asia to
help mitigate the effects of rapidly changing tariffs during the second half
of 2025. The effect of this is that the Group had only a £0.1m inflow of cash
from operating activities as opposed to £7.2m in 2024.
An analysis of how the Group has deployed its free cash flow in the year is
set out below:
31 December 31 December
2025 2024
£'000 £'000
Cash and cash equivalents at the beginning of year 23,960 20,070
Net cash from operating activities 93 7,120
Net cash used in investing activities (2,653) (2,518)
Net cash used in financing activities (4,851) (426)
(Decrease)/Increase in cash and cash equivalents (7,411) 4,176
Foreign exchange rate loss (563) (286)
Cash and cash equivalents including overdrafts at the year end 15,986 23,960
THE BREAKDOWN OF NET CASH USED
IN INVESTING ACTIVITIES IS
Purchase of intangible fixed assets from continuing operations (934) (961)
Purchase of property, plant and equipment from continuing operations (1,417) (1,623)
Cash paid in relation to deferred consideration (700) (700)
Acquisition of subsidiaries, including overdraft acquired - (124)
Interest received 139 201
Cash inflows from discontinued operations 259 689
Net cash used in investing activities (2,653) (2,518)
Working capital
The Group closely monitors its working capital position to ensure that it has
sufficient resources to meet its day-to-day requirements and to fund further
investment to meet customer demand.
Receivables by due date
The Group closely monitors its receivable due days to ensure that amounts
overdue more than 30 days are kept to a minimum balance.
Year ended 31 December 2025 Year ended 31 December 2024
Total Current <30 days >30 days <30 days >30 days
overdue overdue Total Current overdue overdue
Receivables (£m) 27.2 16.7 6.4 4.1 26.9 17.6 4.3 5.0
Percentage 100 61 24 15 100 65 16 19
Prior year adjustments
During the year, six prior period errors were identified and corrected,
relating to the measurement of a right of return provision, inventory in
transit, revenue cut off and the translation of goodwill arising on foreign
acquisitions. These adjustments have been accounted for in accordance with
IAS 8 through the restatement of comparative information and opening equity
where applicable. These adjustments do not have an effect on the 2024
consolidated income statement.
Please refer to note 17 in the financial statements for further details.
Inventory
Our sales to inventory ratio decreased from 4.2 to 4.1 as a result of slightly
decreased sales during the year. The Group constantly monitors its working
capital position, with a view to increase the sales to inventory ratio where
possible.
Year ended Year ended
31 December 31 December
2025 2024
£m (Restated)
£m
Turnover 191.7 193.3
Inventory 47.2 45.9
Sales to inventory ratio 4.1 4.2
Current asset ratio
The current asset ratio is a liquidity ratio that measures a company's ability
to pay its short-term obligations, or those due within one year.
Year ended Year ended
31 December 31 December
2025 2024
£m (Restated)
£m
Current assets 101.6 108.5
Current liabilities 76.7 86.2
Ratio 1.3 1.3
Quick ratio
The quick ratio is an indicator of a company's short-term liquidity position
and measures a company's ability to meet its short-term obligations with its
most liquid assets.
Year ended Year ended
31 December 31 December
2025 2024
£m (Restated)
£m
Current assets 101.6 108.5
Less inventory 47.2 45.9
54.4 62.6
Current liabilities 76.7 86.2
Ratio 0.7 0.7
Net debt
The Group's closing net debt, including and excluding lease liabilities, is
shown below. During the year the Group's net debt excluding leases increased
from £22.9m to £32.3m.
Year ended Year ended
31 December 31 December
2025 2024
£m £m
Cash at bank 16.0 24.0
Bank loans & invoice discounting (48.3) (46.9)
Lease liabilities (11.5) (15.6)
Net debt (43.8) (38.5)
Net debt (excluding lease liabilities) (32.3) (22.9)
Financing
The loan facilities, maturing in December 2027, have a leverage ceiling of
2.25x, debt service cover of 1.05x and an interest cover of 3.0x. The Group
finances its operations through the following facilities.
Amount Matures Drawn at
£m 31 December
2025
£m
Group revolving credit facility 31.4 December 2027 31.4
Term loans 8.5 December 2027 8.5
Revolving credit facility USA 7.4 1-year rolling 6.8
Invoice discounting 1.7 1-year rolling 1.6
Total 49.0 48.3
Leverage (using debt to equity ratio)
The Group's leverage positions, calculated in the context of its banking
covenants, are shown below:
2025 2024
Excluding operating lease liabilities 2.22 1.52
Required ratio 2.25 2.25
The Group's leverage is constantly updated, and a rolling projection for 12
months is reviewed to ensure compliance with the Group's covenants. The
Group's leverage has improved in Q1 2026.
A breach in the cashflow cover covenant occurred at the quarter ended 31 March
2025 which was caused by accelerated payments to suppliers. The breach was
formally waived by HSBC on 9 April 2025 and controls have been strengthened to
reduce the likelihood of a similar breach recurring.
(Loss)/earnings per share
Year ended 31 December 2025 Basic weighted Total (Loss)/
average number (loss)/ earnings
of Ordinary earnings per share
Shares ('000) £'000 (pence)
Basic loss per share 101,672 (9,558) (9.40)
Diluted loss per share 101,672 (9,558) (9.40)
Basic loss per share from continuing operations 101,672 (3,290) (3.24)
Diluted loss per share from continuing operations 101,672 (3,290) (3.24)
Basic underlying earnings per share 101,672 7,400 7.28
Diluted underlying earnings per share 107,749 7,400 6.87
Dividend
The Group does not intend to pay a dividend for the year ended 31 December
2025.
Going concern
The Directors have undertaken a comprehensive assessment of the Group's
ability to trade out to at least 30 June 2027. Taking this into consideration,
the Directors have a reasonable expectation that the Group and the Company
have adequate resources to continue to trade throughout the review period.
Therefore, the Directors continue to adopt the going concern basis in
preparing the consolidated and Parent Company financial statements.
Chris Kay
Chief Financial Officer
CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2025
Notes 2025 2024
£'000
(Re-presented(1))
£'000
Revenue 5 191,701 193,345
Cost of sales (92,525) (91,963)
Gross profit 99,176 101,382
Distribution costs (5,239) (5,388)
Administrative and selling expenses (88,252) (90,091)
Operating profit before non-underlying items 5,685 5,903
Non-underlying costs (net) 8 (2,944) (608)
Exchange adjustment on borrowings 41 97
Finance costs 9 (3,145) (3,997)
Finance income 9 139 201
Share of loss of associate and joint venture (17) (29)
(Loss)/profit before income tax (241) 1,567
Income tax charge 11 (3,049) (3,585)
Loss for the year - Continuing Operations (3,290) (2,018)
Loss for the year - Discontinued Operations 16 (6,268) (2,590)
Loss for the year (9,558) (4,608)
Attributable to:
Equity holders of the Parent (9,558) (4,608)
Loss per share from continuing operations
Basic loss per share attributable to the equity holders of the Parent 12 (3.24)p (1.99)p
Diluted loss per share attributable to the equity holders of the Parent 12 (3.24)p (1.99)p
Loss per share
Basic loss per share attributable to the equity holders of the Parent 12 (9.40)p (4.53)p
Diluted loss per share attributable to the equity holders of the Parent 12 (9.40)p (4.53)p
(1) The results for the year ended 31 December 2024 have been re-presented
to reflect the classification of Norville as a discontinued operation.
CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2025
2025 2024
£'000 (Restated)
£'000
Loss for the year (9,558) (4,608)
Other comprehensive loss
Other comprehensive income that may be reclassified to profit or loss in
subsequent periods:
Exchange differences on translation of foreign operations (3,959) (1,369)
Other comprehensive loss for the year, net of income tax (3,959) (1,369)
Total comprehensive loss for the year (13,517) (5,977)
Attributable to: Equity holders of the Parent (13,517) (5,977)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes As at 31 December 2025 As at 31 December 2024 (Restated) As at 1 January 2024 (Restated) £'000
£'000
£'000
Assets
Non-current assets
Goodwill 13 56,832 57,713 58,227
Intangible assets 16,848 23,406 29,813
Property, plant and equipment 13,907 18,276 19,001
Right-of-use assets 10,346 14,372 16,599
Investments in associate and joint venture 54 70 98
Deferred tax assets 1,736 3,450 4,542
99,723 117,287 128,280
Current assets
Inventories 47,225 45,939 44,284
Trade and other receivables 37,465 38,461 34,511
Tax receivables 15 887 107 386
Cash and cash equivalents 15,986 23,960 20,070
101,563 108,467 99,251
Assets held for sale 944 - 832
Total assets 202,230 225,754 228,363
Equity
Shareholders' equity
Called up share capital 1,017 1,017 1,017
Share premium 89,508 89,508 89,508
Foreign currency translation reserve (954) 3,005 4,374
Share option reserve 3,755 3,570 3,222
Merger reserve 5,340 5,340 5,340
Accumulated losses (18,950) (9,392) (4,807)
Total equity 79,716 93,048 98,654
Liabilities
Non-current liabilities
Financial liabilities - borrowings
Interest-bearing loans and borrowings 44,414 44,505 48,234
Deferred consideration - - 652
Deferred tax liabilities 1,425 1,968 3,668
45,839 46,473 52,554
Current liabilities
Trade and other payables 40,522 42,944 38,317
Right of return liabilities 5 15,655 16,654 16,677
Warranty provision 2,868 3,423 3,977
Financial liabilities - borrowings
Interest-bearing loans and borrowings 13,782 16,185 13,000
Invoice discounting 1,580 1,777 887
Deferred and contingent consideration - 1,873 2,111
Tax payable 15 2,268 3,377 2,186
76,675 86,233 77,155
Total liabilities 122,514 132,706 129,709
Total equity and liabilities 202,230 225,754 228,363
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2025
Notes Called up share capital £'000 Share premium £'000 Foreign currency translation reserve £'000 Share option reserve £'000 Accumulated Merger reserve £'000 Total equity £'000
losses
£'000
At 1 January 2024 (as previously stated) 1,017 89,508 5,435 3,222 (1,005) 5,340 103,517
Restatement 17 - - (1,061) - (3,802) - (4,863)
At 1 January 2024 (restated) 1,017 89,508 4,374 3,222 (4,807) 5,340 98,654
Changes in equity
Loss for the year - - - - (4,608) - (4,608)
Other comprehensive loss (restated) - - (1,369) - - - (1,369)
Total comprehensive loss (restated) - - (1,369) - (4,608) - (5,977)
Share-based payments - - - 371 - - 371
Share options forfeited - - - (23) 23 - -
At 31 December 2024 1,017 89,508 3,005 3,570 (9,392) 5,340 93,048
(restated)
At 31 December 2024 (as previously stated) 1,017 89,508 4,841 3,570 (5,590) 5,340 98,686
Restatement 17 - - (1,836) - (3,802) - (5,638)
At 31 December 2024 (restated) 1,017 89,508 3,005 3,570 (9,392) 5,340 93,048
Changes in equity
Loss for the year - - - - (9,558) - (9,558)
Other comprehensive loss - - (3,959) - - - (3,959)
Total comprehensive loss - - (3,959) - (9,558) - (13,517)
Share-based payments - - - 185 - - 185
Share options forfeited - - - - - - -
At 31 December 2025 1,017 89,508 (954) 3,755 (18,950) 5,340 79,716
CONSOLIDATED STATEMENT OF CASH FLOWS
for the year ended 31 December 2025
2025 2024
£'000
Notes (Re-presented(1))
£'000
Cash flows from operating activities 14 8,572 15,799
Interest paid (2,589) (3,866)
Tax paid (3,459) (2,898)
Cash outflows from discontinued operations (2,431) (1,915)
Net cash from operating activities 93 7,120
Cash flows from investing activities
Purchase of intangible fixed assets (934) (961)
Purchase of property, plant and equipment (1,417) (1,623)
Acquisition of subsidiaries, including overdraft acquired - (124)
Cash paid in relation to deferred consideration (700) (700)
Interest received 9 139 201
Cash inflows from discontinued operations 259 689
Net cash used in investing activities (2,653) (2,518)
Cash flow from financing activities
New bank loans in the year 1,721 39,451
Bank loan principal repayments in year (2,127) (36,890)
Transaction costs on debt refinancing (562) (275)
Movement in invoice discounting facility (197) 890
Principal payments on leases (3,591) (3,595)
Cash outflows from discontinued operations (95) (7)
Net cash used in financing activities (4,851) (426)
Increase/(decrease) in cash and cash equivalents (7,411) 4,176
Cash and cash equivalents at beginning of the year 23,960 20,070
Foreign exchange rate loss (563) (286)
Cash and cash equivalents at end of the year 15,986 23,960
(1) The cashflows for the period year 31 December 2024 have been
re-presented to reflect the classification of Norville as a discontinued
operation.
Notes
1. General information
INSPECS Group plc is a public company limited by shares and is incorporated in
England and Wales (company number 11963910). The address of the Company's
principal place of business is 7-10 Kelso Place, Upper Bristol Road, Bath BA1
3AU.
The principal activity of the Group in the year was that of design,
production, sale, marketing and distribution of high fashion eyewear and OEM
products worldwide.
2. Accounting policies
Basis of preparation
The financial information set out in this preliminary announcement does not
constitute statutory accounts as defined in section 434 of the Companies Act
2006. The financial information for the year ended 31 December 2025,
including the comparatives for the year ended 31 December 2024 have been
extracted from the Group's audited financial statements which were approved
by the Board of directors on 12 May 2026.
The financial information for the year ended 31 December 2025 including the
comparatives for the year ended 31 December 2024 have been extracted from the
Group's financial statements for that period. The report of the auditor on
the 2025 financial statements was unqualified, did not include any
references to any matters to which the auditors drew attention by way of
emphasis without qualifying their report and did not contain a statement under
Section 498(2) or Section 498(3) of the Companies Act 2006.
This financial information has been prepared in accordance with the
accounting policies set out in the 2024 Report and Accounts and updated for
new standards adopted in the current year.
The statutory accounts for the year ended 31 December 2024, upon which an
unqualified audit opinion was issued, have been delivered to the Registrar of
Companies. The statutory accounts for the year ended 31 December 2025 will be
delivered to the Registrar of Companies in due course.
The Company is a public limited company incorporated and domiciled in England
& Wales and whose shares are traded on AIM, a market operated by the
London Stock Exchange.
Going concern
As part of its comprehensive review, the Directors have evaluated the Group's
financial forecasts, borrowing levels, leverage and capital expenditure
through to 30 June 2027. In doing so, the Board has explicitly considered the
current macroeconomic and geopolitical environment, including heightened
uncertainty arising from recent geopolitical tensions in the Middle East.
The Board assessed the potential impact of these uncertainties on the Group's
trading performance, cost base, liquidity and supply chain. Based on current
trading conditions, operational resilience and cost visibility, the Directors
concluded that these factors do not, at present, represent a material risk to
the Group's forecasts or going concern assumptions.
HSBC, the Group's principal lender, has formally waived its right to
accelerate or recall the Group's term loan and revolving credit facilities as
a result of the change of control after the balance sheet date (see note 18).
The change of control has not resulted in any changes to the Group's
governance arrangements, operating model or management team, and the Board
continues to retain day-to-day operational and strategic control of the
business. The Offer Document issued to shareholders on 23 February 2026
confirms the acquiring party's intention to support the Group's existing
business model and long‑term strategy, retain the current management team
and employees, and continue the operational plans developed by existing
management.
The financial forecasts and business plans underpinning the Group's going
concern assessment are consistent with those provided to the acquiring party
in completing the acquisition.
The financial forecasts and business plans underpinning the Group's going
concern assessment are consistent with those used by the acquiring party in
completing the acquisition, and no material changes to these forecasts are
anticipated.
The Directors have therefore concluded that the change of control does not
give rise to a material uncertainty in relation to the Group's ability to
continue as a going concern.
Notwithstanding this conclusion, recognising the inherent uncertainty in the
external environment, the Board considered a range of scenarios to assess the
Group's resilience under adverse conditions.
To assess the impact of current economic uncertainties and the evolving
geopolitical landscape, the Board considered the following scenarios:
Base Case
· The Base Case reflects the Board-approved budget including all
transaction costs, updated with actual trading data up to 31 March 2026.
· The Group has secured forward orders covering approximately three
months of sales to key account customers through to June 2026.
· Market conditions remain resilient, with trading aligning with
expectations.
· The Group maintains its budgeted margin throughout 2026.
No covenant breaches or liquidity challenges are expected under this scenario.
Severe but Plausible Downside Scenario
· This scenario assumes a 8.4% revenue reduction from May 2026 onward.
· The Directors consider this 8.4% reduction appropriately
conservative, given the current trading position.
· The model incorporates cost-saving measures, including reductions in
employee bonuses, commissions, and discretionary operational spending.
No covenant breaches or liquidity challenges are anticipated.
Reverse Stress Test
· This scenario models a 17.6% revenue reduction relative to the base
case from May 2026, with gross margins maintained.
· Such a decline would significantly surpass historical reductions and
result in a Leverage and Debt Service Cover breach in June 2027.
· The analysis focused on covenant compliance risks rather than
liquidity constraints, as the Group would breach covenants before encountering
cash flow shortfalls.
· In the event of a severe revenue decline, the Group could implement
additional cost-saving initiatives and explore covenant amendments or waivers
with its banking partners.
Cost-saving measures would include reductions in employee expenses, headcount,
and discretionary operating costs.
Given current business momentum, the Directors consider this scenario to be
highly unlikely.
As at 31 December 2025, the Group had borrowings of £48.3m (including invoice
financing, excluding leases) and a net debt position of £32.3m (excluding
leases). These borrowings are subject to three key covenants: Leverage,
Cashflow Cover, and Interest Cover ratios, assessed on a 12-month rolling
basis for each relevant period. The financing facilities have a three-year
term and are set to mature in December 2027, with two further one-year
extension options subject to bank consent.
Based on these assessments, the Board has a reasonable expectation that the
Group and Company have sufficient resources to continue operating as a Going
Concern through 30 June 2027. Accordingly, the Directors have adopted the
going concern basis in preparing the financial statements.
Basis of consolidation
The consolidated financial information incorporates the Financial Statements
of the Group and all of its subsidiary undertakings. A subsidiary is defined
as an entity over which the Group has control. Control exists when the Company
has power over the investee, the Company is exposed, or has rights to variable
returns from its involvement with the subsidiary and the Company has the
ability to use its power over the investee to affect the amount of the
investor's returns. The Financial Statements of all Group companies are
adjusted, where necessary, to ensure the use of consistent accounting
policies. Acquisitions are accounted for under the acquisition method from the
date control passes to the Group. On acquisition, the assets and liabilities
of a subsidiary are measured at their fair values. Any excess of the cost of
acquisition over the fair values of the identifiable net assets acquired is
recorded as goodwill.
Business combinations and goodwill
Business combinations are accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregate of the consideration
transferred, which is measured at acquisition date fair value, and the amount
of any non-controlling interests in the acquiree. Acquisition-related costs
are expensed as incurred and classified as non-underlying costs.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and pertinent
conditions as at the acquisition date.
Goodwill is initially measured at cost (being the excess of the aggregate of
the consideration transferred over the net identifiable assets acquired and
liabilities assumed). If the fair value of the net assets acquired is in
excess of the aggregate consideration transferred, the Group reassesses
whether it has correctly identified all of the assets acquired and all of the
liabilities assumed and reviews the procedures used to measure the amounts to
be recognised at the acquisition date.
If the reassessment still results in an excess of the fair value of net assets
acquired over the
aggregate consideration transferred, then the gain is recognised in profit or
loss.
After initial recognition, goodwill is measured at cost less any accumulated
impairment losses. Goodwill is tested annually for impairment. For the purpose
of impairment testing, goodwill acquired in a business combination is, from
the acquisition date, allocated to each of the Group's cash-generating units
('CGUs') that are expected to benefit from the combination, irrespective of
whether other assets or liabilities of the acquiree are assigned to those
units.
Revenue recognition
The Group's primary revenue stream is the sale of eyewear solutions and low
vision aids to the global eyewear market. Revenue from contracts with
customers is recognised as the Group satisfies its performance obligations,
which is typically when control of the goods is transferred to the customer in
accordance with the contractual terms.
Revenue is measured at the transaction price, representing the amount of
consideration the Group expects to receive in exchange for transferring goods,
net of VAT and other taxes, and adjusted for any variable consideration such
as trade discounts, settlement discounts, volume rebates, and rights of
return.
Variable consideration is estimated based on historical experience and the
specific terms of customer contracts. Revenue is recognised only to the extent
that it is highly probable that a significant reversal will not occur when the
uncertainty is resolved. Variable consideration is estimated using the
expected value method.
Rights of return
Under IFRS 15 a sale with right of return is recognised if the customer
receives any combination of the following:
· a full or partial refund of any consideration paid;
· a credit that can be applied against amounts owed, or that will be
owed, to the entity; and
· another product in exchange (except for in cases of a defective
product being returned, or the exchanged item is of the same type, quality,
condition and price).
The Group recognises a liability where it has historically accepted a right of
return. The Group estimates the impact of potential returns from customers
based on historical data on returns.
A refund liability is recognised for the goods that are expected to be
returned.
A right of return asset (and corresponding adjustment to cost of sales) is
also recognised for the right to recover the goods from the customer, to the
extent that these goods are not considered impaired. The asset is measured at
the former carrying value of the inventory, adjusted for expected recovery
costs and any reduction in value arising from the condition of the returned
items.
The right of return liability is classified as current as the timing of
returns is not controlled by the Group. At each reporting date, the refund
liability and associated right of return asset are reassessed and remeasured
to reflect changes in the Group's expectations about the level and timing of
future returns. Any changes in estimates relating to the refund liability are
recognised as adjustments to revenue in the period in which the change in
expectation arises, with a corresponding adjustment to the liability.
Movements in the associated right of return asset are recognised through cost
of sales, reflecting changes in the estimated inventory expected to be
returned.
Inventories
Inventories are stated at the lower of cost and estimated selling price less
costs to sell after making due allowance for obsolete and slow-moving items.
Inventories are recognised as an expense in the period in which the related
revenue is generated.
Cost is determined on an average cost basis. Cost includes the purchase price
and other directly attributable costs to bring the inventory to its present
location and condition.
At the end of each period, inventories are assessed for impairment. If an item
of inventory is impaired, the identified inventory is reduced to its selling
price less costs to complete and sell and an impairment charge is recognised
in the income statement.
Royalties
Royalties payable reflect balances owed to brand owners for the right to use
the brand name. The royalty is payable based on a pre-agreed percentage of
sales volumes, with some arrangements also having minimum royalty payments for
specific periods. Royalties payable are recognised on delivery of the products
covered by such arrangements, with an additional accrual made where it is
considered that the sales level required to meet the minimum payment will not
be met.
Cash and cash equivalents
For the purpose of the Consolidated Statement of Cash Flows, cash and cash
equivalents comprise cash on hand and demand deposits, and short-term highly
liquid investments that are readily convertible into known amounts of cash,
that are subject to an insignificant risk of changes in value, and have a
short maturity of generally within three months when acquired, less bank
overdrafts which are repayable on demand and form an integral part of the
Group's cash management.
For the purpose of the Consolidated Statement of Financial Position, cash and
cash equivalents comprise cash on hand and at banks, including term deposits,
and assets similar in nature to cash, which are not restricted as to use.
Non-underlying costs
Non-underlying costs are those that in the Directors' view should be
separately disclosed due to their nature to enable a full understanding of the
Group's underlying financial performance. These include income and expenditure
that is considered outside of the usual course of business and therefore is
separately identified to allow the users of the Financial Statements
comparability versus prior periods. The main categories of costs disclosed as
non-underlying are impairment charges, offer related costs, restructuring
costs and withholding tax income/charges.
New and amended standards and interpretations
The following standards have been published and are mandatory for accounting
periods beginning after 1 January 2025:
· Amendments to IAS 21: Lack of exchangeability
The above standard has not given rise to a significant change in the reported
results or financial position of the Group or Company.
The following standards have been published but are not mandatory for the year
ended 31 December 2025 and have not been early adopted by the Group:
· IFRS 18: Presentation and Disclosure in Financial Statements
· IFRS 19: Subsidiaries without Public Accountability: Disclosures
The Group is currently reviewing the impact of the new standards not yet in
issue which are expected to change the structure and presentation of the
Group's Financial Statements.
3. Critical accounting judgements and key sources of estimation uncertainty
The preparation of the Group's Financial Statements requires management to
make judgements, estimates and assumptions that affect the reported amounts of
revenues, expenses, assets and liabilities, and their accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates could result in outcomes that could require a
material adjustment to the carrying amounts of the assets or liabilities
affected in the future.
Estimates involve the determination of the quantum of accounting balances to
be recognised. Judgements typically involve decisions such as whether to
recognise an asset or liability.
The key assumptions concerning the future and other key sources of estimation
uncertainty at the end of the reporting period, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and
liabilities within the next financial year, are described below.
Right of return
Management applies assumptions in determining the right of return liability
and the associated right of return asset. These assumptions are based on
analysis of historical data trends but require estimation of appropriate time
periods and expected return rates. The valuation of the asset, estimation is
required in relation to the expected condition of the returned item.
The right of return liability at the period end is £15,655,000 (2024
restated: £16,654,000) with an associated right of return asset (held within
inventory) of £2,495,000 (2024 restated: £2,647,000). If the return rate
were to increase by 5%, the right of return liability would increase by
£797,000 (2024 restated: £817,000), and the right of return asset would
increase by £128,000 (2024 restated: £132,000), giving rise to a £669,000
debit to the income statement (2024 restated: £685,000). If the return rate
were to decrease by 5%, the right of return liability would decrease by
£797,000 (2024 restated: £817,000), and the right of return asset would
decrease by £128,000 (2024 restated: £132,000), giving rise to a £669,000
credit to the income statement (2024 restated: £685,000). See note 5 for
further details.
Impairment of goodwill
The Group determines whether goodwill is impaired at least on an annual basis.
This requires an estimation of the value in use of the CGUs to which the
goodwill is allocated. Estimating the value in use requires the Group to make
an estimate of the expected future cash flows from the CGUs and also to choose
a suitable discount rate in order to calculate the present value of those cash
flows. The carrying amount of goodwill at 31 December 2025 was £56,832,000
(2024: £57,713,000). No provision for impairment of goodwill was made as at
the end of the reporting period. See note 13 for further details.
In relation to the Tura Inc CGU goodwill impairment review, it is considered
that a reasonably possible change in performance versus the 2026 budget could
give rise to an impairment. The value in use model completed as at 31 December
2025 gives headroom of £4,953,000, using the assumptions referenced in note
13. The 2026 budget includes 0.4% growth rate expectation for revenue.
Assuming all other assumptions remained unchanged, revenue for 2026 alone
would need to decrease by 2.5% versus 2025 before an impairment would be
recognised.
In relation to the Twenty20 Limited CGU goodwill impairment review, it is
considered that a reasonably possible change in performance versus the 2026
budget could give rise to an impairment. The value in use model completed as
at 31 December 2025 gives headroom of £15,007,000, using the assumptions
referenced in note 13. The 2026 budget includes a 9.8% growth rate expectation
for revenue versus 2025, with forecast growth in revenue of 10% in 2027 and 5%
in each of 2028 and 2029. Assuming all other assumptions remained unchanged,
revenue growth for 2026 to 2029 alone would need to drop below 3.4% per annum
before an impairment would be recognised.
Judgements made by management which are considered to have a material impact
on the Financial Statements are as follows:
Uncertain tax positions
Tax authorities could challenge and investigate the Group's transfer pricing
or tax domicile arrangements. As a growing, international business, there is
an inherent risk that local tax authorities around the world could challenge
either historical transfer pricing arrangements between other entities within
the Group and subsidiaries or branches in those local jurisdictions, or the
tax domicile of subsidiaries or branches that operate in those local
jurisdictions. Judgement is therefore required in determining the completeness
of all uncertain tax positions identified. Further details are given in note
15.
Intangible Assets
On an annual basis, the Group assess its intangible assets for indicators of
impairment using both external and internal sources of information. If an
indicator of impairment is identified, the Group estimates the recoverable
amount of the asset. The judgements made by management in determining whether
there are any indicators of impairment can have a material impact on the
Financial Statements. As of 31 December 2025, indicators of impairment were
noted in relation to three customer relationship assets and one trademark
asset. Value in use calculations were therefore performed in relation to these
assets, with an impairment charge of £1,455,000 (2024: £nil) being
recognised as a result. The carrying amount of intangible assets as at 31
December 2025 was £16,848,000 (2024: £23,406,000).
Deferred tax
Deferred tax assets are recognised for unused tax losses to the extent that it
is probable that taxable profit will be available against which the losses can
be utilised. Significant management judgement is required to determine the
amount of deferred tax assets that can be recognised, based upon the likely
timing and the level of future taxable profits, together with future tax
planning strategies.
4. Non-statutory measures
When reviewing performance, the Directors use alternative performance measures
in order to give meaningful year on year comparison. These alternative
performance measures are:
· Operating profit before non-underlying items
· EBITDA
· Underlying EBITDA
· Underlying Profit Before Tax
· Underlying Profit After Tax
· Underlying operating expenses
· Underlying earnings per share
· Revenue on a constant exchange rate basis
Whilst we recognise that the measures used are alternative (non-Generally
Accepted Accounting Principles) performance measures which are not defined
within IFRS, these measures are important and should be considered alongside
the IFRS measures.
A reconciliation to these non-GAAP performance measures is shown below:
2025 2024
£'000
(Re-presented(1))
£'000
Operating profit before non-underlying items 5,685 5,903
Add back: Amortisation 6,197 6,785
Add back: Depreciation 5,608 5,465
EBITDA 17,490 18,153
Add back: Share-based payment expense 185 371
Add back: Earnout on acquisition - 981
Underlying EBITDA 17,675 19,505
Less: Depreciation (5,608) (5,465)
Less: Interest (excluding amortisation of loan arrangement fees) (2,789) (3,562)
Underlying Profit Before Tax 9,278 10,478
Less: Current tax expense (1,878) (4,176)
Underlying Profit After Tax 7,400 6,302
Less: Amortisation of loan arrangement fees (217) (234)
Less: Amortisation (6,197) (6,785)
Less: Share-based payment expense (185) (371)
Less: Earnout on acquisition - (981)
Less: Non-underlying costs (net) (2,944) (608)
Less: Share of loss of associate and joint venture (17) (29)
Less Deferred tax (expense)/income (1,171) 591
Add: Exchange adjustment on borrowings 41 97
Loss for the year - Continuing Operations (3,290) (2,018)
(1) The results for the year ended 31 December 2024 have been re-presented
to reflect the classification of Norville as a discontinued operation.
Underlying Profit After Tax is used to calculate basic and diluted continuing
Underlying earnings per share as per note 12. Underlying operating expenses is
calculated as the difference between gross profit and Underlying EBITDA.
In addition, the Directors consider the revenue of the Group on a constant
exchange rate basis.
This is calculated using the average exchange rates in effect for the
corresponding comparative period for the translation of its overseas
operations. The table below shows exchange rate movements for our key
operations.
Annual average rate in 2025 Annual average rate in 2024
Euro (£1 = EUR) 1.167 1.181
US Dollar (£1 = USD) 1.317 1.278
5. Revenue
The revenue of the Group is attributable to the one principal activity of the
Group.
a) Geographical analysis
The Group's revenue by destination is split in the following geographic areas:
2025 2024
£'000
(Re-presented)
£'000
United Kingdom 19,224 19,516
Europe (excluding UK) 87,516 87,486
North America 72,117 71,963
South America 2,053 1,711
Asia 4,090 3,763
Africa 268 354
Australia 6,433 8,552
191,701 193,345
The Group had no customers which accounted for more than 10% of the Group's
revenue.
For the year ended 31 December 2025 the Group had revenues attributed to two
foreign countries which accounted for more than 10% of the Group's revenue.
These countries were the United States of America with revenues of
£65,517,000 (2024: £67,316,000) and Germany with revenues of £56,870,000
(2024 restated: £56,831,000).
b) Right of return assets and liabilities
2025 2024
£'000
(Restated)
£'000
Right of return asset 2,495 2,647
Right of return liability (15,655) (16,654)
The right of return asset is presented as a component of inventory and the
right of return liability is presented separately on the face of the statement
of financial position. The right of return liability is classified as current
as the timing of returns is not controlled by the Group.
6. Segment information
Historically the Group has operated in three operating segments. However,
following the classification of the lenses operating segment as a discontinued
operation, the Group now operates in two operating segments, which results in
the below two reporting segments:
· Frames and Optics product distribution
· Manufacturing - being OEM and manufacturing distribution
The criteria applied to identify the operating segments are consistent with
the way the Group is managed. In particular, the disclosures are consistent
with the information regularly reviewed by the Executive Directors in their
role as Chief Operating Decision Makers, to make decisions about resources to
be allocated to the segments and to assess their performance.
The Frames and Optics segment comprises legal entities primarily in Europe,
North America and the UK whose operations involve the design and distribution
of optical frames, sunglasses and low vision products. The Manufacturing
operating segment comprises legal entities with factories primarily in Vietnam
and China whose operations involve the manufacturing and distribution of
optical frames and sunglasses.
Segment results as reviewed by the Chief Operating Decision Maker:
The operating and reportable segments subject to disclosure are consistent
with the organisational model adopted by the Group during the financial year
ended 31 December 2025 and are as follows:
Frames Manufacturing £'000 Total before adjustments and eliminations £'000 Adjustments and eliminations £'000 Total
and Optics £'000
£'000
Revenue 175,441 21,937 197,378 (5,677) 191,701
Cost of sales (85,207) (12,747) (97,954) 5,429 (92,525)
Gross profit 90,234 9,190 99,424 (248) 99,176
Distribution costs (4,775) (464) (5,239) - (5,239)
Underlying administrative and selling expenses (67,972) (5,484) (73,456) (2,806) (76,262)
Underlying EBITDA 17,487 3,242 20,729 (3,054) 17,675
The operating and reportable segments subject to disclosure are consistent
with the organisational model adopted by the Group during the financial year
ended 31 December 2024 and are as follows:
Frames Manufacturing £'000 Total before adjustments and eliminations £'000 Adjustments and eliminations £'000 Total
and Optics £'000
£'000
Revenue 175,994 22,213 198,207 (4,862) 193,345
Cost of sales (85,851) (11,097) (96,948) 4,985 (91,963)
Gross profit 90,143 11,116 101,259 123 101,382
Distribution costs (4,977) (412) (5,389) 1 (5,388)
Underlying administrative and selling expenses (68,538) (4,814) (73,352) (3,137) (76,489)
Underlying EBITDA 16,628 5,890 22,518 (3,013) 19,505
Please refer to note 4 for a reconciliation between the Group's Underlying
EBITDA and the Group's Loss for the year - Continuing Operations. No other
costs are allocated to a specific segment for the internal reporting reviewed
by the CODM.
Adjusted items relate to elimination of all intra-group items including any
profit adjustments on
intra-group sales that are eliminated on consolidation, along with the profit
and loss items of the Parent Company.
Material items included within Underlying EBITDA
The table below sets out material items included within Underlying EBITDA
during the financial year ended 31 December 2025 that are not separately
disclosed in the table above.
Frames Manufacturing £'000 Total before adjustments and eliminations £'000 Adjustments and eliminations £'000 Total
and Optics £'000
£'000
Cost of inventories recognised as expense 65,323 8,570 73,893 (5,503) 68,390
Employee costs 46,047 7,756 53,803 2,627 56,430
Royalty 9,533 - 9,533 - 9,533
Third party sales agents 8,022 - 8,022 - 8,022
Marketing 6,674 114 6,788 14 6,802
The table below sets out material items included within Underlying EBITDA
during the financial year ended 31 December 2024 that are not separately
disclosed in the table above.
Frames Manufacturing £'000 Total before adjustments and eliminations £'000 Adjustments and eliminations £'000 Total
and Optics £'000
£'000
Cost of inventories recognised as expense 65,319 6,975 72,294 (5,050) 67,244
Employee costs 45,734 7,448 53,182 2,655 55,837
Royalty 9,695 - 9,695 - 9,695
Third party sales agents 8,862 - 8,862 - 8,862
Marketing 7,137 - 7,137 28 7,165
Non-current operating assets
2025 2024
£'000
(Restated)
£'000
United Kingdom 2,870 7,206
Europe 46,873 50,442
North America 23,697 29,084
Asia 24,494 27,036
97,934 113,768
Non-current assets for this purpose consist of property, plant and equipment,
right-of-use assets, goodwill and intangible assets.
The decrease in United Kingdom non‑current operating assets primarily
reflects the classification of Norville (20/20) Limited as a discontinued
operation, including the reclassification of its assets as held for sale and
related impairments, together with a re‑measurement of the right‑of‑use
asset following the decision not to exercise the purchase option.
In relation to non‑current assets located in material individual foreign
countries, the Group has determined that the necessary information is not
readily available and that the costs of developing such information would be
disproportionate.
7. Employees and Directors
2025 2024
£'000
(Re-presented)
£'000
Wages and salaries 48,213 47,515
Social security costs 7,456 7,384
Pension costs 579 569
Share-based payment expense 183 371
56,431 55,839
The average number of employees during the year by operating segment was as
follows:
2025 2024
(Re-presented)
Frames and Optics 655 663
Manufacturing 980 894
Parent company 21 18
1,656 1,575
Directors' remuneration during the year was as follows:
2025 2024
£'000
£'000
Directors' salaries 898 1,043
Directors' pension contributions 12 12
Share options 196 -
1,106 1,055
Information regarding the highest paid Director is as follows:
2025 2024
£'000
£'000
Salary 286 286
Pension contributions 4 4
Share options 196 -
Total remuneration 486 290
The number of Directors to whom employer pension contributions were made by
the Group during the year is three (2024: three). This was in the form of a
defined contribution pension scheme.
8. Non-underlying costs (net)
Non-underlying costs (net) are those that in the Directors' view should be
separately disclosed by virtue of their size, nature or incidence to enable a
full understanding of the Group's financial performance in the year and
business trends over time. Non-underlying costs (net) incurred during
the year are as follows:
2025 2024
£'000
(Re-presented)
£'000
Impairment charge 1,455 -
Offer related costs 1,102 -
Requisition of General Meeting 212 -
Restructuring 206 282
Board recruitment costs 197 -
Audit tender 77 -
Acquisition costs - 24
Withholding tax provision (income)/charge (305) 302
2,944 608
Impairment charges of £1,455,000 (2024: £nil) primarily relates to the write
down of customer relationships following the amalgamation of our German
eyewear businesses and the integration of Ego Eyewear Limited into INSPECS
Limited. It also includes an impairment charge of £417,000 in relation to a
customer relationship held by our Asian manufacturing business. Offer
related costs of £1,102,000 (2024: £nil) were incurred with respect to the
offer proposals received by the Group. Requisition of General Meeting costs of
£212,000 (2024: £nil) were incurred responding to the requisition calling
for Board changes received by the Group. Restructuring costs of £206,000
(2024: £282,000) were incurred in relation to the integration of BoDe Design
GmbH into Eschenbach along with Ego Eyewear Limited into INSPECS Limited.
Board recruitment costs of £197,000 (2024: £nil) were incurred as a result
of the search for a new Chair and CFO. Audit tender costs of £77,000 (2024:
£nil) relate to the costs charged by Group's previous auditor in respect of
their aborted 2025 audit. A provision release of £305,000 (2024: £302,000)
has been recognised through non-underlying costs in relation to a
pre-acquisition withholding tax provision release on one of the Group's
subsidiaries.
9. Finance costs and finance income
2025 2024
£'000
(Re-presented)
£'000
Finance costs
Bank loan interest 2,398 3,102
Invoice discounting interest and charges 185 264
Loan transaction costs 217 233
Lease interest 345 350
Unwinding of the discount on provisions - 48
Total finance costs 3,145 3,997
Finance income
Interest receivable 139 201
10. (Loss)/profit before income tax
The (loss)/profit before income tax is stated after charging:
2025 2024
£'000
(Re-presented)
£'000
Cost of inventories recognised as expense 68,077 67,248
Employee costs 56,636 55,837
Royalty 9,533 9,695
Third party sales agents 8,022 8,862
Marketing 6,801 7,311
Amortisation - intangibles 6,197 6,785
Depreciation - right-of-use assets 3,549 3,552
Depreciation - owned assets 2,059 1,914
Short-term leases 294 285
2025 2024
£'000
£'000
Fees payable to the Company's auditor for audit services:
Audit of the Company and Group accounts 514 843
Audit of the subsidiaries 344 701
Total audit fees 858 1,544
Other assurance services - -
Total non-audit fees - -
Total auditor's remuneration 858 1,544
11. Income tax
Analysis of tax expense:
2025 2024
£'000
(Re-presented)
£'000
Current tax:
Current tax on profits for the year 302 407
Overseas current tax expense 1,543 3,710
Adjustment in respect of prior years 33 59
Total current tax 1,878 4,176
Deferred tax:
Deferred tax income relating to the origination and reversal of timing 1,171 (578)
differences
Adjustment in respect of prior years - (13)
Total deferred tax 1,171 (591)
Total tax charge reported in the consolidated income statement 3,049 3,585
Factors affecting the tax charge
The tax charge assessed for the year is higher than the standard rate of
corporation tax in the UK. The difference is explained below:
2025 2024
£'000
(Re-presented)
£'000
(Loss)/profit before income tax (241) 1,567
(Loss)/profit multiplied by standard rate of corporation tax in the UK (61) 392
of 25.0% (2024: 25.0%)
Effects of:
Non-deductible expenses 138 154
(Decrease)/increase in provision for uncertain tax liabilities (208) 552
Share-based payment 11 20
Different tax rate for overseas subsidiaries (564) 3
Overseas tax charges 4 3
Amounts not recognised for deferred tax 3,395 2,027
Effects of Controlled Foreign Companies regime 301 388
Adjustments in respect of prior year 33 46
Tax charge 3,049 3,585
Movements in other comprehensive income relating to foreign exchange on
consolidation are not taxable.
Pillar Two legislation has been enacted in certain jurisdictions in which the
Group operates.
However, this legislation does not apply to the Group as its consolidated
revenue is lower than €750m.
12. Loss per share ('LPS')
Basic LPS is calculated by dividing the profit or loss for the year
attributable to ordinary equity holders of the Parent by the weighted average
number of Ordinary Shares outstanding during the year.
Diluted LPS is calculated by dividing the profit or loss attributable to
ordinary equity holders of the Parent by the weighted average number of
Ordinary Shares outstanding during the year plus the weighted average number
of Ordinary Shares that would be issued on conversion of all the dilutive
potential Ordinary Shares into Ordinary Shares, to the extent that the
inclusion of such shares is not anti-dilutive. A loss has been made in the
year to 31 December 2025 and the comparative period.
In accordance with IAS 33, potential Ordinary Shares shall be treated as
dilutive when, and only when, their conversion to Ordinary Shares would
decrease earnings per share or increase loss per share from continuing
operations. As a loss is made, including the dilution of potential Ordinary
Shares reduces the loss per share and therefore the outstanding options should
not be treated as dilutive when calculating LPS.
Basic continuing underlying earnings per share figures are calculated by
dividing Underlying Profit After Tax for the year by the weighted average
number of Ordinary Shares outstanding during the year. Diluted continuing
underlying earnings per share figures are calculated by dividing Underlying
Profit After Tax for the year by the weighted average number of Ordinary
Shares plus the weighted average number of Ordinary Shares that would be
issued on the conversion of all dilutive potential Ordinary Shares into
Ordinary Shares. A reconciliation to Underlying Profit After Tax can be found
in note 4.
The following table reflects the income and share data used in the basic and
diluted LPS calculations:
Year ended 31 December 2025 Basic weighted average number of Ordinary Shares Total (loss)/earnings (Re-presented) (Loss)/earnings per share
('000) (£'000) (pence)
Basic loss per share 101,672 (9,558) (9.40)
Diluted loss per share 101,672 (9,558) (9.40)
Basic loss per share from continuing operations 101,672 (3,290) (3.24)
Diluted loss per share from continuing operations 101,672 (3,290) (3.24)
Basic continuing underlying earnings per share 101,672 7,400 7.28
Diluted continuing underlying earnings per share 107,749 7,400 6.87
Year ended 31 December 2024 Basic weighted average number of Ordinary Shares Total (loss)/earnings (Re-presented) (Loss)/earnings per share
('000) (£'000) (pence)
Basic loss per share 101,672 (4,608) (4.53)
Diluted loss per share 101,672 (4,608) (4.53)
Basic loss per share from continuing operations 101,672 (2,018) (1.99)
Diluted loss per share from continuing operations 101,672 (2,018) (1.99)
Basic continuing underlying earnings per share 101,672 6,302 6.20
Diluted continuing underlying earnings per share 106,824 6,302 5.90
13. Goodwill
£'000
Cost
At 1 January 2025 (Restated) 57,713
Exchange adjustment (881)
At 31 December 2025 56,832
Net Book Value
At 31 December 2025 56,832
£'000
Cost
At 1 January 2024 (Restated) 58,227
Additions 163
Exchange adjustment (677)
At 31 December 2024 (Restated) 57,713
Net Book Value
At 31 December 2024 (Restated) 57,713
The following table reflects how the goodwill acquired through business
combinations has been allocated to cash-generating units ('CGU's'):
2025 2024
£'000
(Restated)
£'000
Eschenbach Group GmbH 26,340 24,230
Tura Inc 19,148 20,533
Twenty20 Limited 8,840 9,489
Ego Eyewear Limited - 2,330
BoDe Design GmbH - 786
INSPECS Limited 2,344 173
A-Optikk AS 160 152
INSPECS USA - 20
56,832 57,713
During the period, the operations of Ego Eyewear Limited were transferred into
INSPECS Limited, and the operations of BoDe Design GmbH were transferred into
Eschenbach Group GmbH, with the legal transfer of assets occurring after the
year end. The restructuring involved the movement of operations between
entities controlled indirectly by the same ultimate parent entity, being
INSPECS Group Plc. Therefore, goodwill has been transferred between these
group entities under common control, with impairment testing performed against
this new CGU structure.
Impairment testing of goodwill
The recoverable amount of each CGU has been determined based on individual
value in use calculations using cash flow projections covering a five-year
period approved by senior management. The forecasts for 2026 have been
prepared based on Board approved budgets for 2026.
Financial years 2027 to 2030 were forecasted based on specific growth rates
for each CGU.
From 2031 onwards we have assumed a 2.1% (2024: 2.0%) terminal growth rate.
As part of our goodwill impairment assessments, we consider the financial
impact of climate-related risks and opportunities and our committed transition
targets on the Group's cash flow projections. In the medium term (defined as
until 2030) we do not expect climate-related risks or opportunities to have a
significant impact on the Group's financial projections. Costs to meet our
climate-related targets are built into local entity budgets with efficiency
savings largely expected to off-set any costs. The long-term impacts of
climate change are a lot more uncertain; INSPECS' financial modelling of these
risks and opportunities remains ongoing. We have used market CAGR rates for
our long-term growth projections which include the market's assessments of all
future risks.
We deem this to be appropriate as from our assessment INSPECS is not more
susceptible to climate risks than the market average.
The discount rates used are before tax and reflect specific risks where
required relating to the cash-generating unit. For material goodwill balances,
discount rates used for each value in use calculation along with supplementary
sensitivity analyses are detailed as follows:
Eschenbach Holdings GmbH
Following the transfer of operations of BoDe Design GmbH into Eschenbach
during the period, goodwill associated with the new combined CGU of Eschenbach
Group GmbH has been tested for impairment. The discount rate applied to the
cash flow projections was 11.0% (2024: 13.3%). For the period 2027 to 2030,
the following assumptions have been used: 2.2% per annum revenue growth, flat
gross profit margin and 2.0% per annum increase in administrative expenses.
Based on management's assessment, there is no impairment adjustment required
on goodwill.
To recognise an impairment on the discount rate alone, the pre-tax discount
rate would need to exceed 14.1% (11.0% used for base case). To recognise an
impairment on the revenue growth rate 2027-2030 alone, the revenue growth rate
would need to drop below 1.4% per year (2.2% used for base case). To recognise
an impairment on the terminal growth rate alone, the terminal growth rate
would need to drop lower than minus 2.6% per year (+2.1% used for base case).
Tura Inc
The discount rate applied to the cash flow projections was 15.2% (2024:
14.4%). For the period 2027 to 2030, the following assumptions have been used:
3.2% per annum revenue growth, flat gross profit margin and 2.0% per annum
increase in administrative expenses. Based on management's assessment, there
is no impairment adjustment required on goodwill.
To recognise an impairment on the discount rate alone, the discount rate would
need to exceed 17.1% (15.2% used for base case). To recognise an impairment on
the revenue growth rate 2027-2030 alone, revenue growth would need to drop to
2.0% per year (3.2% used for base case).
Reasonably possible changes in forecast assumptions that could give rise to
impairment have been included in note 3.
Twenty20 Limited
The discount rate applied to the cash flow projections was 12.3% (2024:
11.9%). For the period 2027 to 2030, the following assumptions have been used:
revenue growth of 10% in 2027, followed by 5% in each of 2028 and 2029, and
3.4% growth in 2030, with the above market growth expectation as a result of
additional expected revenue generated by the new factory. In addition, flat
gross profit margin and 4.0% per annum increase in administrative expenses
have been assumed. Based on management's assessment, there is no impairment
adjustment required on goodwill.
To recognise an impairment on the discount rate alone, the discount rate would
need to exceed 17.4% (12.3% used for base case). If the terminal growth rate
was decreased to 1.0%, the discount rate applied to the cash flow projections
would need to exceed 16.7% before an impairment would be recognised. To
recognise an impairment on the revenue movement 2027-2030 alone, revenue
growth would need to drop below 1.2% per year. If the gross profit margin were
to remain at the level seen in 2025, the discount rate would need to exceed
14.7% before an impairment would be recognised.
Reasonably possible changes in forecast assumptions that could give rise to
impairment have been included in note 3.
INSPECS Limited
Following the transfer of the Ego Eyewear Limited operation into INSPECS
Limited during the period, goodwill associated with the new combined CGU of
INSPECS Limited has been tested for impairment. The discount rate applied to
the cash flow projections was 15.0%. For the period 2027 to 2030, the
following assumptions have been used: 2.3% per annum revenue growth and a 2.0%
per annum increase in administrative expenses. Based on management's
assessment, there is no impairment adjustment required on goodwill.
To recognise an impairment on the discount rate alone, the discount rate would
need to exceed 50.1%. To recognise an impairment on the revenue movement
2027-2030 alone, revenue would need to decrease by more than 2.6% per year.
14. Analysis of cash flows given in the Statement of Cash Flows
A reconciliation of profit for the year to cash generated from operations is
shown below:
Notes 2025 2024
£'000
(Re-presented)
£'000
(Loss)/profit before income tax (242) 1,567
Adjustments for:
Depreciation 5,608 5,465
Amortisation 6,197 6,785
Impairment 1,455 -
Share of loss of associate and joint venture 17 29
Share-based payment 185 371
Exchange adjustment on borrowings (41) (97)
Withholding tax provision 8, 15 (305) 302
Finance costs 9 3,145 3,997
Finance income 9 (139) (201)
Changes in working capital
Increase in inventories (3,154) (843)
Increase/(decrease) in trade and other receivables 149 (4,206)
(Decrease)/increase in trade and other payables (4,303) 2,630
Cash flows from operating activities 8,572 15,799
Included within the Group's cash flows from operating activities are payments
for contingent consideration of £1,184,000 (2024: £1,201,000). The movement
in trade and other payables includes right of return liabilities and warranty
provisions.
15. Tax receivable and payable
2025 2024
£'000
£'000
Corporation tax receivable 887 107
Total tax receivable 887 107
2025 2024
£'000
£'000
Corporation tax payable 1,373 1,944
Uncertain tax liabilities 895 1,131
Withholding tax provision - 302
Total tax payable 2,268 3,377
As is routine, our subsidiaries are subject to tax audits and inquiries from
local tax authorities. Following enquiries raised in 2024, the Group
recognised provisions in respect of potential withholding tax exposures and
transfer pricing positions. These audits are now nearing finalisation, and the
related provisions have been updated to reflect the Group's latest estimate of
expected future cashflows. During the year, a release of a withholding tax
provision was recognised within non-underlying items, as it related to a
pre-acquisition withholding tax exposure, (see note 8). A provision in respect
of transfer pricing matters continues to be recognised at £322,000 (2024:
£535,000).
The Group has previously identified that it is potentially exposed to
uncertain tax positions in relation to tax authorities challenging that the
Group has created a taxable presence and asset taxing rights over profits they
consider to be allocable in the given territory. The Group considers that it
is possible that these uncertain tax positions may result in a future outflow
of funds to one or more local tax authorities and has recognised current tax
liabilities for these uncertainties.
Due to the range of potential outcomes that the Directors have identified,
these liabilities have been measured using an expected value methodology. Key
assumptions underpinning the expected value calculations are: (i) relative
probabilities of such tax liabilities crystallising in one or more of the
jurisdictions in which the Group operates; (ii) the tax periods over which tax
authorities would seek to challenge the Group's tax domicile arrangements; and
(iii) the quantum of interest and penalties that would be applicable in the
event that the Group was found to be liable for tax amounts by one or more tax
authorities.
16. Discontinued operations
As of 31 December 2025, Norville (20/20) Limited was determined to be a
discontinued operation with certain assets classified as held for sale. All
production activity at the site had ceased and the Group had engaged a
professional services firm to support the orderly wind-up of the business
through a member's voluntary liquidation. Norville (20/20) Limited is the sole
entity within the lenses reporting segment.
The plant & machinery has been classified as an asset held for sale at
fair value less costs to sell with a value of £685,000. The inventory has
been classified as an asset held for sale with a fair value of £37,000. One
freehold property has been classified as an asset held for sale at its
carrying value of £222,000.
The fair value of the assets held for sale represents the Group's best
estimate based on information held to date. This remeasurement to fair value
along with an impairment of assets unable to be sold has resulted in a
remeasurement charge of £3,048,000.
The operating profit before non-underlying items of the discontinued
operation, along with the profit or loss arising from remeasurement of assets
classified as held for sale, is shown below:
2025 2024
£'000
£'000
Revenue 4,682 4,913
Cost of sales (3,431) (2,844)
Gross profit 1,251 2,069
Distribution costs (302) (355)
Administrative expenses (3,083) (4,203)
Operating profit before non-underlying items (2,134) (2,489)
Non-underlying costs (net) (962) 139
Finance costs (124) (240)
Loss for the year (3,220) (2,590)
Loss on remeasurement of assets held for sale (3,048) -
Loss for the year - Discontinued operations (6,268) (2,590)
Basic EPS for the period attributable to the equity holders of the parent (6.16) (2.54)
Diluted EPS for the period attributable to the equity holders of the parent (6.16) (2.54)
Non-underlying costs (net) include redundancy costs of £737,000 (2024:
£nil), professional service costs relating to the wind-down of £225,000
(2024: £nil). The 2024 non-underlying income related to a gain on the
disposal of a property previously used as a manufacturing facility by
Norville.
The carrying amounts of assets held for sale are summarised as follows:
2025 2024
£'000
£'000
Property, Plant & Equipment 907 -
Inventories 37 -
17. Prior year adjustments
In accordance with IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors, the following items have been identified as prior period
errors and corrected by restating comparative information.
Prior year adjustment A - Right of return
Under IFRS 15, a right of return arises from a constructive obligation where
Tura expects to accept returns after the reporting date in respect of sales
recognised prior to that date. As at 31 December 2024 and preceding
periods, the right of return provision was not measured using all relevant
information that was available, or could reasonably have been obtained, at the
time the financial statements were authorised for issue. In prior periods, the
right of return provision recognised by Eschenbach was discounted in
accordance with IAS 37, reflecting the time value of money where the effect
was considered material. However, under IFRS 15, right of return provisions
are accounted for as refund liabilities arising from variable consideration
and should be measured at the amount of consideration expected to be refunded
to customers, without discounting. As a result, the discounting applied by
Eschenbach was not consistent with the measurement requirements of IFRS 15.
In accordance with IAS 8 Accounting Policies, Changes in Accounting
Estimates and Errors, the above has been identified as a prior period error
and the right of return provision and associated asset recognised have
therefore been restated as a prior year adjustment. In addition, the right of
return provision recognised at the acquisition date of Tura been recalculated,
with a corresponding adjustment made to goodwill. Comparative information has
been restated to reflect these adjustments. The impact of this error on the
income statement was assessed and is not considered material and therefore the
2024 income statement has not been restated.
The effect of these adjustments as at 31 December 2024 is to increase the
right of return provision by £9,469,000, increase the associated inventory
asset by £1,402,000, increase the goodwill balance by £3,799,000, increase
the deferred tax asset by £1,712,000, decrease the foreign currency
translation reserve by £19,000 and increase accumulated losses by
£2,537,000. The effect of these adjustments as at 31 December 2023 is to
increase the right of return provision by £9,357,000, increase the associated
inventory asset by £1,386,000, increase the goodwill balance by £3,741,000,
increase the deferred tax asset by £1,716,000 and increase accumulated losses
by £2,535,000.
Prior year adjustment B - Warranty provisions
In prior periods, amounts relating to warranty obligations were included
within the right of return provision. However, warranty provisions represent
separate obligations to repair or replace faulty products and should be
presented separately from right of return provisions, which reflect refund
liabilities arising from variable consideration under IFRS 15. Accordingly,
the warranty provision has been reclassified and presented separately on the
face of the balance sheet.
The effect of this restatement as at 31 December 2024 is to decrease the right
of return provision by £3,423,000 and increase the warranty provision by
£3,423,000. The effect of this restatement as at 31 December 2023 is to
decrease the right of return provision by £3,977,000 and increase the
warranty provision by £3,977,000. There is no impact of this error on the
2024 income statement.
Prior year adjustment C - Tura goods in transit
The Group recognises inventory when it has control of the resource, as defined
by the Conceptual Framework, as a result of past events. As at 31 December
2024 and preceding periods, the Group had not recognised inventory in transit
at Tura despite the Group having control over this inventory at this time.
This has been identified as a prior period error and the comparative
information has been restated to reflect this inventory in transit along with
the corresponding liability.
The effect of this restatement as at 31 December 2024 is to increase the
inventory balance by £1,675,000 and increase the trade and other payables by
£1,675,000. The effect of this restatement as at 31 December 2023 is to
increase the inventory balance by £1,942,000 and increase the trade and other
payables by £1,942,000. There is no impact of this error on the 2024 income
statement.
Prior year adjustment D - Goodwill foreign exchange
Under IAS 21, goodwill arising on the acquisition of a foreign operation
should be treated as an asset of that foreign operation and translated into
the Group's presentational currency at the closing rate at each reporting
period. As at 31 December 2024 and preceding periods, the goodwill arising on
acquisition of foreign operations had not been translated from the functional
currency of the relevant foreign operations at the closing rate but instead
has been translated at the exchange rate at the date of acquisition. This has
been identified as a prior period error and the comparative information has
been restated accordingly. There is no impact of this error on the 2024 income
statement.
The effect of the restatement as at 31 December 2024 is to decrease Goodwill
by £1,827,000, decrease other comprehensive income by £654,000 and decrease
the foreign currency translation reserve by £1,173,000. The effect of the
restatement as at 31 December 2023 is to decrease Goodwill by £1,092,000 and
decrease the foreign currency translation reserve by £1,092,000.
Prior year adjustment E - Killine revenue cut off
Under IFRS 15, revenue should be recognised when control of goods transfers
to the customer, rather than when goods are invoiced or dispatched. As at 31
December 2024 and preceding periods, revenue recognised within the Killine
business included amounts recognised prior to the transfer of control to
customers, primarily due to cut‑off errors where sales were recorded before
delivery had occurred in accordance with contractual terms. This has been
identified as a prior period error and the comparative information has been
restated accordingly. The impact of this error on the income statement was
assessed and is not considered material and therefore the 2024 income
statement has not been restated.
The effect of the restatement as at 31 December 2024 is to increase the
inventory balance by £815,000, decrease trade and other receivables by
£1,364,000, increase the foreign exchange reserve by £4,000 and increase
accumulated losses by £553,000. The effect of the restatement as at 31
December 2023 is to increase the inventory balance by £770,000, decrease
trade and other receivables by £1,344,000, increase the foreign exchange
reserve by £14,000 and increase accumulated losses by £588,000.
Prior year adjustment F - Killine WIP
In prior periods, a consolidation adjustment to increase the value of
inventory, which was first recorded in 2018, has been recorded each year in
order to reconcile the accumulated losses position. Following a review of the
consolidation entries, it was identified that this consolidation adjustment
should have been reversed in an earlier period and therefore the value of
inventory was overstated and the value of accumulated losses understated at 31
December 2023 and 31 December 2024. This has been identified as a prior period
error and the comparative information has been restated accordingly. The
impact of this error on the income statement was assessed and is not
considered material and therefore the 2024 income statement has not been
restated.
The effect of the restatement as at 31 December 2024 is to decrease the
inventory balance by £706,000, increase the foreign exchange reserve by
£6,000 and increase accumulated losses by £712,000. The effect of the
restatement as at 31 December 2023 is to decrease the inventory balance by
£662,000, increase the foreign exchange reserve by £17,000 and increase
accumulated losses by £679,000.
A reconciliation of the restated Statement of Financial Position as at 31
December 2024 is shown below:
Adjustment
2024 A C D 2024
£'000 (Restated)
£'000
B E F
Assets
Non-current assets
Goodwill 55,741 3,799 - - (1,827) - - 57,713
Intangible assets 23,406 - - - - - - 23,406
Property, plant and equipment 18,276 - - - - - - 18,276
Right-of-use assets 14,372 - - - - - - 14,372
Investments in associate and joint venture 70 - - - - - - 70
Deferred tax assets 1,738 1,712 - - - - - 3,450
113,603 5,511 - - (1,827) 117,287
Current assets
Inventories 42,753 1,402 - 1,675 - 815 (706) 45,939
Trade and other receivables 39,825 - - - - (1,364) - 38,461
Tax receivables 107 - - - - - - 107
Cash and cash equivalents 23,960 - - - - - - 23,960
106,645 1,402 - 1,675 - (549) (706) 108,467
Assets held for sale - - - - - - - -
Total assets 220,248 6,913 - 1,675 (1,827) (549) (706) 225,754
Equity
Shareholders' equity
Called up share capital 1,017 - - - - - - 1,017
Share premium 89,508 - - - - - - 89,508
Foreign currency translation reserve (19) -
4,841 - (1,827) 4 6 3,005
Share option reserve 3,570 - - - - - - 3,570
Merger reserve 5,340 - - - - - - 5,340
Accumulated losses (5,590) (2,537) - - - (553) (712) (9,392)
Total equity 98,686 (2,556) - - (1,827) (549) (706) 93,048
Liabilities
Non-current liabilities
Financial liabilities - borrowings
Interest-bearing loans and borrowings 44,505 - - - - - - 44,505
Deferred tax liabilities 1,968 - - - - - - 1,968
46,473 - - - - - - 46,473
Current liabilities
Trade and other payables 41,269 - - 1,675 - - - 42,944
Right of return liabilities 10,608 9,469 (3,423) - - - - 16,654
Warranty provision - - 3,423 - - - - 3,423
Financial liabilities - borrowings - - -
Interest-bearing loans and borrowings 16,185 - - - - - - 16,185
Invoice discounting 1,777 - - - - - - 1,777
Deferred and contingent consideration 1,873 - - - - - - 1,873
Tax payable 3,377 - - - - - - 3,377
75,089 9,469 - 1,675 - - - 86,233
Total liabilities 121,562 9,469 - 1,675 - - - 132,706
Total equity and liabilities 220,248 6,913 - 1,675 (1,827) (549) (706) 225,754
A reconciliation of the opening Statement of Financial Position as at 31
December 2023 is shown below:
Adjustment
2023 A C D 2023
£'000 (Restated)
£'000
B E F
Assets
Non-current assets
Goodwill 55,578 3,741 - - (1,092) - - 58,227
Intangible assets 29,813 - - - - - - 29,813
Property, plant and equipment 19,001 - - - - - - 19,001
Right-of-use assets 16,599 - - - - - - 16,599
Investments in associate and joint venture 98 - - - - - - 98
Deferred tax assets 2,826 1,716 - - - - - 4,542
123,915 5,457 - - (1,092) - - 128,280
Current assets
Inventories 40,848 1,386 - 1,942 - 770 (662) 44,284
Trade and other receivables 35,855 - - - - (1,344) - 34,511
Tax receivables 386 - - - - - - 386
Cash and cash equivalents 20,070 - - - - - - 20,070
97,159 1,386 - 1,942 - (574) (662) 99,251
Assets held for sale 832 - - - - - - 832
Total assets 221,906 6,843 - 1,942 (1,092) (574) (662) 228,363
Equity
Shareholders' equity
Called up share capital 1,017 - - - - - - 1,017
Share premium 89,508 - - - - - - 89,508
Foreign currency translation reserve 5,435 - - - (1,092) 14 17 4,374
Share option reserve 3,222 - - - - - - 3,222
Merger reserve 5,340 - - - - - - 5,340
Accumulated losses (1,005) (2,535) - - - (588) (679) (4,807)
Total equity 103,517 (2,535) - - (1,092) (574) (662) 98,654
Liabilities
Non-current liabilities
Financial liabilities - borrowings
Interest-bearing loans and borrowings 48,234 - - - - - - 48,234
Deferred consideration 652 - - - - - - 652
Deferred tax liabilities 3,647 21 - - - - - 3,668
52,533 21 - - - - - 52,554
Current liabilities
Trade and other payables 36,375 - - 1,942 - - - 38,317
Right of return liabilities 11,297 9,357 (3,977) - - - - 16,677
Warranty provision - - 3,977 - - - - 3,977
Financial liabilities - borrowings - -
Interest-bearing loans and borrowings 13,000 - - - - - - 13,000
Invoice discounting 887 - - - - - - 887
Deferred and contingent consideration 2,111 - - - - - - 2,111
Tax payable 2,186 - - - - - - 2,186
65,856 9,357 - 1,942 - - - 77,155
Total liabilities 118,389 9,378 - 1,942 - - - 129,709
Total equity and liabilities 221,906 6,843 - 1,942 (1,092) (574) (662) 228,363
The impact of the above prior year adjustments on the Consolidated Statement
of Cash Flows is not material, and these statements have therefore not been
restated.
18. Post balance sheet events
On 13 March 2026, Bidco 1125 Limited (Bidco) declared that its offer to
INSPECS shareholders was unconditional. In accordance with Rule 17 of the
Takeover Code, on 17 March 2026 Bidco confirmed that as at 1pm on 16 March
2026 it had exceeded acceptances for more than 50% of the issued share capital
of INSPECS Group Plc. As a result of this change in control, the Group's share
option agreements will lapse or have already lapsed. This event did not give
rise to conditions that existed at the reporting date and has therefore been
treated as a non‑adjusting event for the purposes of these financial
statements.
Since the balance sheet date, but before these Financial Statements were
approved, there were no further events that the Directors consider material to
the users of these Financial Statements.
Statutory accounts for 2025 will be delivered in due course.
Cautionary Statement
This announcement contains forward looking statements which are made in good
faith based on the information available at the time of its approval. It is
believed that the expectations reflected in these statements are reasonable,
but they may be affected by a number of risks and uncertainties that are
inherent in any forward-looking statement which could cause actual results to
differ materially from those currently anticipated. Nothing in this document
should be regarded as a profits forecast.
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