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REG - Journeo PLC - Final Results

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RNS Number : 7775X  Journeo PLC  24 March 2026

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the UK version of the EU
Market Abuse Regulation (2014/596) which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended and supplemented from time to
time.

24 March 2026

Journeo plc

("Journeo, "Company" or "the Group")

Final results for the year ended 31 December 2025

Journeo plc (AIM: JNEO), a leading provider of intelligent systems for
transport networks and critical national infrastructure, is pleased to
announce its final results for the year ended 31 December 2025.

Financial headlines

·    Revenue increased 11% to £55.0m (2024: £49.6m).

·    Gross profit increased 23% to £21.8m (2024: £17.7m).

·    Adjusted Profit before tax increased 13% to £5.7m (2024: £5.0m).

·    Cash and cash equivalents at 31 December 2025 were £12.0m (2024:
£14.3m).

·    Diluted earnings per share was 23.83 pence (2024: 26.29p).

 

Operational headlines

·    Completed the acquisition of Crime and Fire Defence Systems Limited
in September 2025, expanding our capabilities and broadening our reach into
adjacent markets.

·    Introduction of agentic Artificial Intelligence (AI) software
development to support an increased pace of iterative development.

·    Secured the Group's largest ever Framework Award, with an anticipated
value of £10m over three years from First Bus UK and based on core Journeo
IP.

o  Bolstered by an extension into First Bus London, expected to generate an
additional £3.5m over the contract period.

·    Further penetration into the rail on-vehicle market with a £4.2m
Purchase Order from Alstom SA, a major supplier within the rail industry.

·    Continued development into overseas markets with new orders from
Outfront Media, extending our solutions into platform-based displays.

·    Continued investment into Group development with structural changes
in our support services and underlying systems.

·    Retained all ISO 9001, 14001, 27001, 45001 accreditations and cyber
security and ICO certification.

Russ Singleton, CEO of Journeo plc, said:

"Journeo has delivered another record year, driven by our customer-centric
approach, the deployment of our proven technologies and a strategic,
value-enhancing acquisition. With a strong order book, disciplined capital
management and a talented team of nearly 300 people, we are well positioned to
convert market opportunities into further sustainable growth."

 

A digital copy of this announcement will be available on the Group's website:
www.journeo.com (http://www.journeo.com) .

For further information, please contact:

 Journeo plc

 Russ Singleton/Nick Lowe                                          +44 (0) 203 651 9166

 Cavendish Capital Markets Limited - Nominated Adviser and Broker

 Callum Davidson/Isaac Hooper                                      +44 (0) 207 220 0500

Notes to editors:

Journeo plc is a leading Intelligent Systems provider, delivering sustainable
solutions in towns, cities, airports, and the public transport networks that
connect them while safeguarding critical infrastructure and high-security
environments with advanced access control, intrusion detection, and
surveillance technologies.

The business has six operating companies:

·    Journeo Fleet Systems: CCTV video surveillance to improve passenger
and driver safety, telematics for vehicle and driver performance monitoring,
real-time communications for remote condition monitoring and automatic
passenger counting.

·    Journeo Passenger Systems: design, manufacture, installation, and
management of hardware and software for electronic public transport
information systems, in and around towns, cities, ferry terminals and airports
which includes smart-ticketing and wayfinding.

·    Infotec: design, advanced manufacture, installation and software
management of information displays hardware for rail applications in stations,
on-platform and on-vehicle.

·    Crime and Fire Defence Systems: specialise in protection of Critical
National Infrastructure sites including utilities, defence and high security
industrial and commercial applications.

·    Journeo A/S (based in Aarhus, Denmark): full-service provider of
Intelligent Transport Systems ("ITS") with customers in Denmark, Sweden and
Iceland.

·    Journeo AB (based in Stockholm, Sweden): technical services provider
to public transport customers in Sweden.

In the last four years, the Company has invested over £8 million in research
and development, enabling it to design and supply powerful innovative
solutions for customers' complex requirements. With an Internet of Things
("IoT") approach and open standards, together with field-proven and reliable
engineering, Journeo is able to offer flexible, scalable products and services
that can integrate with existing technology while preparing for future
advancements.

 

Chairman's Statement

Introduction

I am delighted to report on another record-breaking year for the Journeo
Group.  Our focus on achieving organic growth through the deployment of our
industry-proven technologies and services, complemented by strategic
value-added acquisitions, is driving growth.

It gives me great pleasure to welcome the team at Crime and Fire Defence
Systems Limited, acquired in September 2025, to the Group.  The acquisition
of this specialist provider of government-compliant high-security solutions
marks a significant step forward in Journeo's evolution.   This adds
critical national infrastructure and asset protection to our Integrated
Services and Information Systems portfolio, building greater resilience for
the future performance of the Group.

Markets

There have been many market changes influencing the performance of the Group
since my last report, such as regulatory and policy changes within the UK
transport market, heightened global security tensions, the rapid adoption of
Artificial Intelligence (AI), and volatile international trade to name but a
few.  However, within some of these uncertainties reside opportunities
Journeo is well positioned to benefit from.

The new Bus Services Act 2025 has been introduced to improve the provision of
bus services in the UK, giving local authorities greater powers to commit to
franchising, achieve Net Zero and enhance services.  Whilst this may mean a
temporary slowdown in operators' purchasing of new buses and refreshing
fleets, it will lead to a greater commitment to enhancing the passenger
experience and the technologies that drive it.

We work closely with local authority and operator customers, alongside
industry influencing stakeholder groups to support in the specification of
systems that improve accessibility, reduce carbon emissions and deliver on
improved passenger comfort, security and equitable access to information.

The transition of UK rail to public ownership, as a result of the Passenger
Railway Services (Public Ownership) Act 2024 has continued to influence the
rail market's commitment to spending in Control Period 7 (CP7).  We are now
seeing an increase in activity as CP7 matures and both Network Rail and
operators target funds at lifecycle refresh, and the orders we have secured
via Outfront Media (OFM) across 2025 have supported our ability to continue
the growth of our rail-based activities.

Our increased activity within the USA is delivering real and recognisable
benefits to the Group.  We maintain close relationships with all our overseas
customers and we are securing purchase orders by demonstrating our ability to
scale and flex our solutions based upon our own IP and core technologies to
meet their unique requirements.  This makes us an attractive partner to work
with; even during the ongoing uncertainty regarding US policies on
international trade.

The rapid proliferation of AI-based technologies is astounding; and its
promise to change the way our customers and wider society function cannot be
ignored.  It would be easy to regard these developments with scepticism or
fear, but as with any disruptive technology, whilst there is risk there is
opportunity for pioneering companies to leverage its benefits.  The power of
AI, when combined with our contextualised market expertise and our deep
understanding of our customers' needs, is a tool to accelerate our systems
development and implement solutions that were previously unfeasible.

The introduction of Crime and Fire Defence Systems into the Group is
well-timed.  The strain in international relations means that the UK must
ensure that Nationally Significant Infrastructure Projects (NSIPs) are secured
with the latest technologies and solutions.  We acquired the business at the
start of an unprecedented period of system renewal and increased defence
spending, providing us with the opportunity and means to grow and enhance this
business through the application of core Journeo technology.

Strategy

Our primary focus is on the needs of our customers.

It is only through the development of strong relationships, founded on trust
earned by consistently delivering new systems and supporting customers'
existing technologies, that Journeo can truly understand clients' current and
future needs. These relationships enable us to deliver innovative solutions
while building valuable intellectual property underpinning the Group.

Our commitment to innovation is unwavering and we continue to invest in our
Research and Development (R&D) for the future benefit of our customers and
wider stakeholders. We are leveraging new technologies, targeting them at our
customers' specific requirements and challenges.

We continue to target complementary acquisitions that will bolster our
opportunities in our current markets or provide strategically beneficial entry
into new verticals.

People

I am very proud of what the team at Journeo continues to achieve. We continue
to invest in bringing new talent into the business, alongside developing those
team members who already work with us.

Throughout the Group as a whole, we now have almost 300 dedicated team
members, whose tireless commitment to our customers, through the embodiment of
our core values, is a testament to what it means to be part of Journeo.  On
behalf of the Board, I would like to thank each and every one of the team for
their commitment to the execution of Journeo's strategy, and delivering on
ambitious targets.

Outlook

We are a stronger, more resilient and more capable organisation than the
Journeo of just a few years ago, and our continued investment into the Group,
our people, technologies and solutions is key to ensuring ongoing success.

As Journeo continues to grow, we remain mindful of risks, including external
market and international factors that could impact the Group.  We mitigate
these risks through a robust Risk Management Framework, proactive monitoring
and scenario planning, diversified revenue streams and disciplined capital and
cost management.

We are also committed to identifying and securing the benefits that arise from
change and remain  in close communication with our customers to assess their
approach on the implementation of AI, both within the development and
application of their safety critical systems. The accelerated productivity
achieved through this technology is benefitting our customers, and generating
a wellspring of innovation to develop highly targeted solutions, based on our
deep industry expertise.

The strong cash and working capital position provides the Group with the means
and opportunity to act on acquisitions with companies that meet our criteria
in addition to facilitating organic growth.

Across the operating businesses, we have strong orderbooks and a growing
pipeline of sales opportunities which gives the Board confidence that Journeo
will continue to deliver growth and increasing value for all stakeholders.

It is an exciting time to be part of Journeo.

 

 

Mark Elliott

Non-executive Chairman

24 March 2026

 

Chief Executive's report

Introduction and strategy update

The Group's strategy of maintaining close, collaborative relationships with
our customers, supporting them throughout the lifecycle of their current
systems and preparing them for future developments, is proving effective. This
approach is bolstered by strategic, complementary acquisitions that create
additional routes to market for the Group's core technologies, products and
services.

This mix of organic growth and targeted acquisition has seen Journeo continue
its strong momentum across the year ended 31 December 2025, increasing
revenues by 11% to £55m (2024: £49.6m), and adjusted profit before tax by
13% to £5.7m (2024: £5.0m), which was slightly ahead of market
expectations.  The acquisition of Crime and Fire Defence Systems (CFDS)
enhances our capabilities and expands market access. This supports the
delivery of mission-critical solutions and technologies for Nationally
Significant Infrastructure Projects (NSIPs) while also generating valuable
revenue streams beyond our traditional focus on the transport sector.

The acquisition marks an important step in our development of the Group,
providing further resilience as we strive to become a market leader of
technical solutions in the Infrastructure Protection, Information Systems and
Integrated Services markets.

Our development into overseas markets is also progressing well.  Following
the successful completion of the initial $18m contract with US-based Outfront
Media (OFM) in 2024, further orders totalling $10.2m were secured in 2025.
This demonstrates the Journeo Design Centre's (JDC) ability to work with
agility and speed to meet the requirements of demanding applications built
around our own core IP and technologies.

UK Government policy is reshaping the transport landscape, both presenting
challenges and opportunities. Recent legislative changes to encourage a shift
from personal cars to public transport, include the Bus Services Act 2025 and
the Railways Bill introduced in November 2025, which will complete rail's
transition to public ownership and establish Great British Railways.

These changes in government policy are directing substantial funding to the
markets in which Journeo operates. Through Transforming City Regions (TCR)
funding and Local Transport Grant (LTG) allocations, UK public transport is
set to receive £17.9bn over the short to medium term. Over the same period,
the UK Government has committed to raising defence spending from 2.5% of GDP
today to 3.5% by 2035, the largest sustained increase in defence spending
since the end of the Cold War.

With these market drivers and a clearly defined strategy, we are confident
that the Group's strong performance will continue.

Operational review

Fleet Systems

We are pleased with Fleet Systems' performance, trading in line with
management expectations in challenging market conditions.  As previously
highlighted, the UK's bus network in city and regional areas moving from a
free-market model to a franchise model is resulting in a temporary slowdown in
new vehicle procurement while operators monitor the availability of new routes
and their success in securing them.  However, bolstered by a particularly
strong first half to 2025, the Fleet Systems business achieved 3% revenue
growth to £24.3m (2024: £23.7m) and secured a 2% improvement in margins
across the year.

In May 2025, we announced the Group's largest ever framework agreement,
secured with our long-standing customer, First Bus UK (First Bus).  The
framework, for the provision of Journeo Portal SaaS services to securely
process video, CCTV system upgrades, vehicle gateway technology and field
service management, is expected to generate £10m in revenues over the initial
three-year agreement to March 2028.  The agreement includes the option for
First Bus to extend the framework for a further two years through to March
2030.

First Bus has been a Journeo customer since 2010 and the ongoing commitment to
Journeo technology is a demonstration of close collaboration that we have with
customers to ensure that solutions can be flexibly tailored to meet their
needs.

The adaptability of Journeo technology was further demonstrated in May 2025
with the announcement of a £4.2m Purchase Order from Alstom SA, a major
supplier within the rail industry.  The order, for the design and supply of
CCTV and Automatic Passenger Counting (APC) systems to refurbished
Voyager-class trains, is the first major APC rollout in UK rail and is
expected to generate a further £2.0m in SaaS licencing revenue, following
completion of installations in 2027.

In September 2025, the Group secured an important variation to the First Bus
framework agreement, announced in May, extending Journeo technology into the
First Bus London operations which had recently been acquired by the operator
from RATP London.  Expected to generate a further £3.5m in revenues over the
original contract period, the agreement included the provision of Journeo's
latest 5G vehicle gateway, future proofing the operator from changes to the
UK's communications networks and assisting rapid incident investigation.

In airports, the Fleet business added new contracts for Dublin Airport and
Leeds Bradford Airport to its growing customer base.  Journeo airport systems
now support more than 210 million passenger journeys a year across eight
airports and manage highly complex mobility operations at other critical
infrastructure locations such as Hinkley Point nuclear power station.

Passenger Systems

Passenger Systems achieved impressive growth in 2025, reporting a 33% increase
in revenue to £12.7m (2024: £9.5m), with a 2% gross margin improvement as
deeper integration between the operating companies continues to be realised.

A positive start to the year was achieved in January 2025 through the
announcement of a £1.4m contract award with Stoke City Council for the supply
and support of real time passenger information technology and associated
software.  We have worked closely with the authority to understand the goals
of their Bus Service Improvement Plan (BSIP).  Through use of our latest LCD
TFT display technology, secured with pinhole CCTV cameras to protect the asset
and vulnerable network users, we have supported the customer to extend the
provision of the latest transport information beyond bus stations and on to
high-traffic transport corridors in the region for the first time.

Also in January 2025, we were delighted to announce the continuation of our
relationship with Cardiff Council, with a £1.1m purchase order for displays
technology. This award signalled the completion of the Welsh capital's
replacement of legacy LED technology with high-brightness LCD TFT displays,
designed to provide passengers with enhanced information that is available
from Transport for Wales' (TfW) nationalised Content Management System (CMS),
also managed and operated by Journeo.

We announced further purchase orders for local authorities and transport
executives during the rest of the year, as customers improved passenger
experience in line with legislative changes of the Bus Services Act 2025.  In
September 2025, £1m of purchase orders for a large local authority in the
South of England, a £1.5m purchase order for a Northern Transport Partnership
and £1.1m or purchase orders from Worcestershire County Council were all
received.

The purchase orders are for solutions that will increase the provision and
accessibility of information available at bus stops, encouraging the use of
public transport and supporting the modal shift away from personal use
vehicles.  The UK has an extensive bus network, with successive Governments
backing the bus as a method of easing congestion, reducing pollution and
supporting the movement of people to centres of economic benefit. We continue
to develop our solutions in line with market needs and Net Zero targets,
 providing customers with the project-specific agility needed to deliver
national policy on a local level.

Infotec

Infotec results were in line with management expectations, achieving revenues
of £8.0m (2024: £12.4m), a reduction of 35%. Following the successful
completion of the New York subway contract in 2024, Infotec gained some
benefit from the $10.2m purchase orders received across 2025 in the latter
part of the year, with the majority due for delivery in 2026. UK rail revenue
remains suppressed as a result of Control Period 7 (CP7), which commenced in
April 2024, and has a five-year running cycle through to March 2029.

Whilst there is traditionally a slowdown in spending at the start of any new
Network Rail Control Period, the latest delivery plans on infrastructure
spending have been further delayed by the market changes being delivered
through the Passenger Railway Services (Public Ownership) Act 2024, and the
anticipated changes in the Railways Bill, due to become law in 2026.  We are
confident that the new regulatory changes and the formation of Great British
Railways will act as a stimulus to the UK rail sector in due course.

In April 2025 we announced a $2.5m purchase order for hot-swap replacement
displays from OFM for the New York City MTA demonstrating the continuation of
the relationship between Journeo, OFM and the MTA. To support this further, we
have recently invested in a dedicated team to support OFM and their end
customer.  This was rewarded with a further $2.7m purchase order from OFM in
June 2025 based on new wide aspect ratio, single and double-sided
high-definition displays for installation on transport platforms. This is the
first order for infrastructure-based passenger information displays from the
global-leader in Digital Out Of Home (DooH) displays. It marks a  significant
step in  the relationships between the organisations, as our core IP
transitions from on-vehicle systems to trackside operations.

Sales into the important US market grew further with $5.0m in purchase orders
from the DooH specialist in October, for four new variants of displays to
operate on MTA platforms.  The cutting-edge displays will use the latest JDC
developed embedded technology to maintain display performance and provide
vital diagnostic feedback for predictive maintenance and maximise system
uptime.  Revenues for the project are expected to be recognised across H2
2026, to meet customer timeline requirements.

The inclusion of Infotec within the Group continues to benefit the wider
Journeo businesses, as the leading technology developed for their contracts is
embedded within solutions across the Group.

Journeo A/S

The performance of our Danish subsidiary, Journeo A/S, was in line with
management expectations, delivering revenues of £3.4m (2024: £4.0m), a 17%
reduction on the prior year.  Margins improved significantly, by 9.3% as
integration with the Group continued.

In July 2025, we announced a contract valued at a minimum of £1.2m with
Umove, Denmark's largest privately owned public transport operator.  The
contract, to provide £0.8m in Intelligent Transport Systems (ITS) including
APC, fleet management, AI-powered driver awareness systems and Voice Over IP
(VOIP) communications includes technology provision and engineering services
on approximately 100 vehicles, was bolstered by an anticipated £0.4m in SaaS
revenues in the first three years.  The contract positions Journeo to extend
its relationship with Umove, and increases the level of collaboration over the
operator's 12-year contract with the transport authority, Trafikselskabet
Midttrafik Denmark (MTD).

Journeo A/S provides a strategic position in the Scandinavian and Northern
European markets and we have recruited additional localised business
development resource to support our activity in the region.

Crime and Fire Defence Systems

I was delighted to announce the acquisition of Crime and Fire Defence Systems
(CFDS) Limited in September 2025.  CFDS brings extensive new capabilities to
the Group, operating in some of the UK's most regulated environments and
delivering high-security solutions to Nationally Significant Infrastructure
Projects.  Combining the opportunities they are exposed to with core Journeo
technology will enable us to deliver additional breadth and resilience to
Journeo, and will support the Group as we establish our solutions in adjacent
markets.

At acquisition, CFDS operated from multiple sites in the Wakefield region and
had begun searching for larger premises to support future growth. The Journeo
Board assisted in finding a suitable secure facility to centralise operations,
sales, customer visits, and pre-build and factory acceptance testing. A new
building has been identified and we expect to have the business relocated
during 2026.  Following the acquisition, in September 2025, we announced a
£5m four-year framework agreement for infrastructure protection.  Due to the
nature of work that CFDS undertakes, we are often not able to name the
customers we are serving or any specific details of the projects they
undertake.  However, the agreement is a demonstration of the CFDS position as
a trusted partner to deliver complex, high-security infrastructure protection
services  to multiple sites throughout the UK.

The framework agreement was followed in December 2025, by an announcement of
£2.3m in purchase orders with a major UK utility company under the
framework.  The initial orders relate to three sites where CFDS will apply
its integration expertise to safeguard critical assets and ensure the
resilience of ongoing operations at the sites.

Central services

The performance of our central services is key to the ongoing success of the
Group's  operating companies.

R&D investment is a cornerstone of our strategy to maintain technological
leadership in our markets.  Over the past four years, we have invested £8m
to create our own IP and technologies underpinning the current and future
success of the Group.  This is complemented by the JDC, which enables the
Group to create leading-edge products with the appropriate approvals and
certifications for UK, EU and the US markets.

AI is accelerating our development pace. Customers in local authorities, fleet
operations and secure environments such as airports are already seeing the
advantages of AI. We also expect these technologies to improve productivity
and efficiency within Journeo in the near term.

Our software teams are taking a pragmatic approach to adoption, combining
agentic development techniques with our deep market expertise to iterate more
rapidly and deliver value faster. We have begun embedding AI into our
solutions, which we expect will deliver significant competitive advantage and
clear customer benefits, while preserving the security and sovereignty of our
systems.

Over the course of 2025, Journeo maintained all ISO and Cyber accreditations.
We also invested in our service desk and support functions, committing to an
updated version of our Fault Management systems and reorganising customer
delivery to better support our growing customer base.

One of the key criteria we use when assessing potential acquisitions is
cultural alignment and an unwavering focus on customers.  This supports the
integration process and ensures that all parties are working towards a unified
goal.  Integration of our acquisitions, including the most recent company to
join our Group, CFDS, is progressing well.

As the Group grows, we remain committed to delivering consistently exceptional
customer experiences and fostering long-term loyalty. Our customers are
central to our strategy, driving a strong and expanding pipeline of
opportunities across the Group and inspiring continued investment in service,
innovation and sustainable growth.

 

 

Russ Singleton

Chief Executive

24 March 2026

 

Chief Financial Officer's report

 Key performance indicators                2025    2024    Movement
                                           £'000   £'000   £'000
 Revenue                                   55,022  49,558  5,464    11%
 Gross Profit                              21,801  17,680  4,121    23%
 Total administrative expenses             16,404  12,915  3,489    27%
 Underlying profit                         5,798   4,825   973      20%
 Operating profit                          5,397   4,765   632      13%
 Recurring revenue                         7,680   7,021   659      9%
 Adjusted profit before taxation           5,680   5,013   667      13%
 Net current assets                        11,643  16,519  (4,876)  (30%)
 Net cash flows from operating activities  8,216   7,591   625      8%
 Cash and cash equivalents                 12,029  14,318  (2,289)  (16%)

                                           Pence   Pence   Pence    %
 Profit per share - basic                  24.30   27.44   (3.14)   (11%)
 Profit per share - diluted                23.83   26.29   (2.46)   (9%)

 

Group performance

Group results for the year ended 31 December 2025 show underlying profit
increased by 20% to £5.8m (2024: £4.8m).

Overall sales increased by 11% to £55.0m (2024: £49.6m) and gross profit
increased by 23% to £21.8m (2024: £17.7m).  The gross profit growth was
again driven by a combination of the sales uplift and another significant
increase in gross profit margins.

Gross margin increased by 4% to 40% (2024: 36%), as cross-group collaboration
and the stronger group purchasing power combined with a moving revenue mix to
reduce cost of sales.

Group recurring revenue increased by 9% to £7.7m (2024: £7.0m).

Underlying administrative expenses increased to £16.0m (2024: £12.9m)
reflecting the addition of Crime and Fire Defence Systems (CDFS) into the
Group, some inflationary cost pressure and continued investment into the
Group.

Diluted earnings per share (EPS) decreased to 23.83p (2024: 26.29p), despite a
strong Group profit performance.  This reflects the new shares issued during
the year and an increase in effective corporation tax rate following the
utilisation of all prior year losses.

Adjusted profit before tax was up by 13% to £5.7m (2024: £5.0m).

Cash and cash equivalents remained strong at the end of the year, even with
the acquisition of CDFS, closing at £12.0m (2024: £14.3m), with a net cash
flow from operations of £8.2m (2024: £7.6m).

Operating company performance

Fleet sales increased by 3% to £24.3m (2024: £23.7m) as bus operators
increased their spend on new vehicles, supported by Government stimuli, and
the average revenue per vehicle increased.  One-off project income was lower
in 2025, however, new customers, such as First Bus London, and other industry
initiatives contributed to the growth.

Gross profit increased to £7.3m (2024: £6.7m) with margins increasing by 2%
to 30% (2024: 28%).  This was due to a combination of pricing, growing
recurring revenue and the Group margin gains mentioned above.

Passenger sales increased by 33% to £12.7m (2024: £9.5m). Margins improved
by 2% to 49% (2024: 47%), generating a gross profit of £6.2m (2024: £4.4m),
primarily due to improved Group purchasing and combined Group manufacturing.

Infotec revenue decreased to £8.0m (2024: £12.4m) with the level of
deliveries to our US customer lower in 2025 than in 2024, however, the
majority of the $10.2m of purchase orders received in 2025 will be delivered
during 2026.  Gross margins improved to 42% (2024: 37%), contributing to a
gross profit of £3.4m (2024: £4.6m).

Journeo A/S revenue decreased to £3.4m (2024: £4.0m) with a decrease in
lower margin install work.  Margins therefore improved significantly to 57%
(2024: 48%), maintaining gross profit at £1.9m (2024: £1.9m).

CFDS made a positive contribution to the Group following acquisition,
delivering revenue of £7.4m with a margin of 41%, generating a gross profit
of £3.0m.

 

Nick Lowe

Chief Financial Officer

24 March 2025

Consolidated statement of comprehensive income for the year ended 31 December
2025

 

 

                                                                                 Notes  2025      2024

                                                                                        £'000     £'000
 Revenue                                                                         2,3    55,022    49,558
 Cost of sales                                                                          (33,221)  (31,878)
 Gross profit                                                                    3      21,801    17,680
 Underlying administrative expenses                                                     (16,003)  (12,855)
 Underlying profit                                                                      5,798     4,825
 Acquisition costs                                                                      (255)     -
 Share-based payments                                                                   (146)     (60)
 Total administrative expenses and other income                                         (16,404)  (12,915)
 Operating profit                                                                       5,397     4,765
 Net finance expense                                                                    202       188
 Profit before taxation                                                                 5,599     4,953
 Taxation charge                                                                 4      (1,445)   (433)
 Profit for the year being total comprehensive income attributable to owners of         4,154     4,520
 the parent
 Profit per share                                                                5

 Basic                                                                                  24.30p    27.44p
 Diluted                                                                                23.83p    26.29p

 

 

Consolidated statement of changes in equity for the year ended 31 December
2025

 

                                                     Share     Share     Retained   Total equity

                                                     capital   premium   earnings   shareholders'

                                                     £'000     account   £'000      funds

                                                               £'000                £'000
 Balance at 1 January 2024                           6,753     8,266     (2,281)    12,738
 Profit and total comprehensive income for the year  -         -         4,520      4,520
 Share-based payments                                -         -         60         60
 Balance at 31 December 2024                         6,753     8,266     2,299      17,318
 Profit and total comprehensive income for the year  -         -         4,154      4,154
 Proceeds from issue of new shares                   78        1,280     -          1,358
 Share-based payments                                -         -         146        146
 Balance at 31 December 2025                         6,831     9,546     6,599      22,976

 

 

Consolidated statement of financial position at 31 December 2025

 

                                Notes  2025     2024

                                       £'000    £'000
 Assets
 Non-current assets
 Goodwill                       6      13,033   4,058
 Other intangible assets               4,142    2,647
 Property, plant and equipment         2,662    1,563
 Deferred tax asset                    136      185
 Trade and other receivables           39       39
                                       20,012   8,492
 Current assets
 Inventories                           7,957    7,256
 Trade and other receivables           13,421   12,084
 Cash and cash equivalents             12,029   14,318
                                       33,407   33,658
 Total assets                          53,419   42,150

 Equity and Liabilities
 Shareholders' equity
 Share capital                         6,831    6,753
 Share premium account                 9,546    8,266
 Retained earnings                     6,599    2,299
 Total equity                          22,976   17,318
 Non-current liabilities
 Deferred revenue                      4,391    4,501
 Other payables                        1,000    -
 Loans and borrowings                  112      99
 Deferred tax liability                997      319
 Lease liabilities                     1,056    726
 Provisions                            1,123    2,048
                                       8,679    7,693
 Current liabilities
 Trade and other payables              11,966   9,339
 Deferred revenue                      8,604    6,677
 Loans and borrowings                  62       119
 Lease liabilities                     472      299
 Provisions                            660      705
                                       21,764   17,139
 Total equity and liabilities          53,419   42,150

 

 

Consolidated statement of cash flows for the year ended 31 December 2025

 

                                                       Notes  2025      2024

                                                              £'000     £'000
 Net cash flows from operating activities              7      8,216     7,591
 Cash flows from investing activities                         (247)

 Purchases of property, plant and equipment                             (170)
 Purchases/generation of intangible assets                    (1,079)   (910)
 Acquisition costs                                            (255)     -
 Net cash outflow on acquisitions                             (9,793)   -
 Net cash flows from investing activities                     (11,374)  (1,080)
 Cash flows from financing activities
 Cash flows from issue of new loans                           70        40
 Principal element of lease repayments                        (435)     (299)
 Repayment of loans                                           (113)     (50)
 Issue of shares                                              1,358     -
 Net cash flows from financing activities                     880       (309)
 Net (decrease)/increase in cash and cash equivalents         (2,278)   6,202
 Cash and cash equivalents at beginning of year               14,318    8,116
 Effect of foreign exchange rate changes                      (11)      -
 Cash and cash equivalents at end of year                     12,029    14,318

 

 

Notes to the consolidated financial statements for the year ended 31 December
2024

 

1.   Basis of preparation

The Group financial statements are prepared in accordance with International
Financial Reporting Standards and IFRIC interpretations issued and effective
(or adopted early) and endorsed by the United Kingdom at the time of preparing
these financial statements and with those parts of the Companies Act 2006
applicable to companies reporting under IFRS. The financial statements have
been prepared under the historical cost convention, except financial
instruments and share-based payments, which are prepared in accordance with
IFRS 9 and IFRS 2 respectively. A summary of the more important Group
accounting policies is set out below.

The individual financial statements of each Group entity are presented in the
currency of the primary economic environment in which the entity operates (its
functional currency). For the purpose of the consolidated financial
statements, the results and financial position of each Group entity are
expressed in Sterling (£), which is the presentation currency for the
consolidated financial statements. The numbers in the financial statements are
rounded in £'000 for presentation purposes for year ended 31 December 2025
with prior year comparatives being for the year ended 31 December 2024.

Going concern

The Group's business activities, together with factors likely to affect its
future development, performance and position, are set out in the Strategic
Report along with the principal risks and uncertainties.

The Group's net underlying profit for the year was £5,798k (2024: £4,825k).
As at 31 December 2025, the Group had net current assets of £11,643k (2024:
£16,519k) and net cash reserves of £12,029k (2024: £14,318k).

The Directors have prepared Group cash flow projections for the period to 30
June 2027 based on latest forecasts that show that the Group will be able to
operate within the Group current funding resources with significant headroom.

As with all businesses there are particular times of the year where our
working capital requirements are at their peak. The Group is well-placed to
manage these business risks effectively and the Board reviews the Group's
performance against budgets and forecasts on a regular basis to ensure action
is taken where needed. The Directors also monitor a rolling cash flow
forecast, and key management review working capital movements and requirements
on a daily basis.

The projections, taking account of reasonably possible changes in trading
performance, indicate that the Group will operate within available facilities
throughout the projection period and therefore, based on these projections,
the Directors have a reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future and
for at least 12 months from the date of these financial statements. The
Directors therefore continue to adopt the going concern basis in preparing the
financial statements.

 

 

2.   Revenue and other income

The revenue split between goods and services is:

                                   2025     2024

                                   £'000    £'000
 Goods                             44,305   38,661
 Services                          10,717   10,897
                                   55,022   49,558
 Contract works included in goods  17,209   7,171

 

3.   Segmental reporting

IFRS 8 requires operating segments to be determined on the basis of those
segments whose operating results are regularly reviewed by the Board of
Directors (the Chief Operating Decision Maker as defined by IFRS 8) to make
strategic decisions.

As the Board of Directors reviews revenue, gross profit and operating loss on
the same basis as set out in the consolidated statement of comprehensive
income, no further reconciliation is considered to be necessary.

Revenue and gross profit

                         Revenue  Gross profit  Revenue  Gross profit

                         2025     2025          2024     2024

                         £'000    £'000         £'000    £'000
 Crime and Fire Defence  7,352    3,018         -        -
 Fleet Systems           24,286   7,321         23,692   6,688
 Infotec                 8,020    3,364         12,421   4,617
 Journeo A/S             3,358    1,925         4,033    1,937
 Passenger Systems       12,665   6,173         9,503    4,438
 Intersegment sales      (659)    -             (91)     -
 Total                   55,022   21,801        49,558   17,680

 

Major customers

In the year, no customer accounted for over 10% of Group revenue. In the prior
year no customer accounted for over 10% of Group revenue.

 

Underlying profit

                         2025     2024

                         £'000    £'000
 Crime and Fire Defence  378      -
 Fleet Systems           2,948    2,515
 Infotec                 943      2,083
 Journeo A/S             293      277
 Passenger Systems       1,472    193
                         6,034    5,068
 Central                 (236)    (243)
 Underlying profit       5,798    4,825

 

 

Reconciling to profit/(loss) before interest and tax

 

 2025                    Underlying      Acquisition costs  Share-based  Operating profit/(loss)  Profit/(loss)

                         operating       £'000               payments    £'000                    before interest

                         profit/(loss)                      £'000                                 and tax

                         £'000                                                                    £'000
 Crime and Fire Defence  378             -                  -            378                      378
 Fleet Systems           2,948           -                  (46)         2,902                    2,902
 Infotec                 943             -                  (49)         894                      894
 Journeo A/S             293             -                  (15)         278                      278
 Passenger Systems       1,472           -                  (36)         1,436                    1,436
                         6,034           -                  (146)        5,888                    5,888
 Central                 (236)           (255)              -            (491)                    (491)
                         5,798           (255)              (146)        5,397                    5,397

 

 

 2024               Underlying      Acquisition costs  Share-based  Operating profit/(loss)  Profit/(loss)

                    operating       £'000               payments    £'000                    before interest

                    profit/(loss)                      £'000                                 and tax

                    £'000                                                                    £'000
 Fleet Systems      2,515           -                  (28)         2,487                    2,487
 Infotec            2,083           -                  (20)         2,063                    2,063
 Journeo A/s        277             -                  (7)          270                      270
 Passenger Systems  193             -                  (25)         168                      168
                    5,068           -                  (80)         4,988                    4,988
 Central            (243)           -                  20           (223)                    (223)
                    4,825           -                  (60)         4,765                    4,765

 

Net assets

Net assets attributed to each business segment represent the net external
operating assets of that segment, excluding goodwill, bank balances and
borrowings, which are shown as unallocated amounts, together with central
assets and liabilities.

                         Assets   Liabilities  Net assets/ (liabilities)  Assets   Liabilities  Net assets/ (liabilities)

                         2025     2025         2025                       2024     2024         2024

                         £'000    £'000        £'000                      £'000    £'000        £'000
 Crime and Fire Defence  6,542    (3,447)      3,095                      -        -            -
 Fleet Systems           9,074    (5,995)      3,079                      13,488   (8,031)      5,457
 Infotec                 4,544    (4,876)      (332)                      3,120    (4,584)      (1,464)
 Journeo A/S             2,507    (665)        1,842                      2,083    (404)        1,679
 Passenger Systems       5,610    (12,870)     (7,260)                    5,032    (11,313)     (6,281)
                         28,277   (27,853)     424                        23,723   (24,332)     (609)
 Goodwill                13,033   -            13,033                     4,058    -            4,058
 Cash and borrowings     12,029   (175)        11,854                     14,318   (218)        14,100
 Unallocated             80       (2,415)      (2,335)                    51       (282)        (231)
 Total                   53,419   (30,443)     22,976                     42,150   (24,832)     17,318

 

 

Geographical segments

                      Revenue  Gross profit  Revenue  Gross profit

                      2025     2025          2024     2024

                      £'000    £'000         £'000    £'000
 UK                   47,501   17,754        39,189   12,560
 International
 - Scandinavia        3,858                  4,473
 - Other EU           721                    507
 - Non-EU             2,942                  5,389
 Total international  7,521    4,047         10,369   5,120
 Total                55,022   21,801        49,558   17,680

 

Assets and liabilities by location

                    2025      2024

                    £'000     £'000
 Assets
 UK                 50,831    39,085
 International      2,588     3,065
 Total assets       53,419    42,150
 Liabilities
 UK                 (29,745)  (24,505)
 International      (698)     (327)
 Total liabilities  (30,443)  (24,832)

 

4.  Taxation

(a) Analysis of charge in year:

                                                           2025     2024

                                                           £'000    £'000
 Current tax
 UK corporation tax on the profit for the year (25%)       1,059    718
 Swedish corporation tax on the profit for the year (22%)  5        -
 Danish corporation tax on the profit for the year (22%)   64       -
 Adjustments in respect of prior periods                   (54)     (641)
 Deferred tax charge                                       371      356
 Total tax charge for the year                             1,445    433

 

(b) Factors affecting the total tax charge for the year

The tax assessed for the year differs from the standard rate of corporation
tax in the UK at 25% (2024: 25%). The differences are explained below:

                                                2025     2024

                                                £'000    £'000
 Profit before tax                              5,598    4,953
 Profit multiplied by standard rate of

corporation tax in the UK of 25% (2024: 25%)

                                                1,400    1,238
 Effects of:
 Expenses not deductible for tax purposes       125      25
 Additional deduction for R&D expenditure       -        (324)
 Prior year (over)/under provision              44       (487)
 Change in unrecognised deferred tax assets     (124)    (19)
 Total tax charge for the year                  1,445    433

 

(c) Deferred tax asset/(liability)

The unrecognised and recognised deferred tax (assets)/liability comprise the
following:

 Group                           Unrecognised      Recognised
                                 2025     2024     2025     2024

                                 £'000    £'000    £'000    £'000
 Tax losses                      -        309      -        185
 Short-term timing differences   -        10       -        -
 Accelerated capital allowances  -        -        861      (318)
                                 -        319      861      (133)

 

The Group has no unutilised tax losses (2024: £1,275,000) which may be
carried forward indefinitely.

 

5.  Profit per Ordinary Share

Basic Earnings Per Share (EPS) is calculated by dividing the earnings
attributable to Ordinary Shareholders by the weighted average number of
Ordinary Shares in issue during the year.

For diluted earnings, the weighted average number of Ordinary Shares in issue
is adjusted to assume conversion of all dilutive potential Ordinary Shares.

 Group                                         2025                2024
                                               Profit   Per share  Profit   Per share

                                               £'000    amount     £'000    amount

                                                        Pence               Pence
 Basic EPS
 Profit attributable to Ordinary Shareholders  4,154    24.30      4,520    27.44
 Diluted EPS
 Profit attributable to Ordinary Shareholders  4,154    23.83      4,520    26.29

 

Details of the weighted average number of Ordinary Shares used as the
denominator in calculating the earnings per Ordinary Share are given below:

                                            2025    2024

                                            '000    '000
 Basic weighted average number of shares    17,092  16,475
 Dilutive potential Ordinary Shares         339     716
 Diluted weighted average number of shares  17,431  17,191

 

 

6.  Goodwill

Goodwill acquired in a business combination is allocated at acquisition to the
cash generating unit (CGU) that is expected to benefit from that business
combination. The Group has five CGUs which are its five operating segments;
Crime and Fire Defence, Infotec, Journeo Denmark, Fleet Systems, and Passenger
Systems. The carrying amount of goodwill has been allocated to the CGUs as
follows:

 

                      Crime and Fire Defence  Infotec  Journeo Denmark  Passenger systems  Total

                      £'000                   £'000    £'000            £'000              £'000
 As 31 December 2023  -                       2,236    477              1,345              4,058
 As 31 December 2024  -                       2,236    477              1,345              4,058
 Additions            8,975                   -        -                -                  8,975
 At 31 December 2025  8,975                   2,236    477              1,345              13,033

 

The Fleet Systems CGU has no goodwill allocated.

The Group tests goodwill annually for impairment as at 31 December, or more
frequently if there are indications that goodwill might be impaired.

The recoverable amounts of the CGUs are determined based on a value-in-use
calculation which uses cash flow projections based on financial budgets and
business plans approved by the Directors covering a five-year period. Cash
flows beyond that period have been extrapolated in perpetuity assuming no
growth, which the Directors consider to be a conservative approach.

The key assumptions for the value-in-use calculations are those regarding
discount rates and sales forecasts.

The discount rates needed to equate the net present value from these cash
flows to the carrying value of goodwill are compared to the required rate of
return from the CGU based upon an assessment of the time value of money,
prevailing interest rates and the risks specific to the CGU. If this discount
rate is in excess of the required rate of return then it is assumed that no
impairment has occurred to the carrying value of goodwill.

The discount rates are as follows:

                         2025  2024

                         %     %
 Crime and Fire Defence  13    -
 Infotec                 13    13
 Journeo Denmark         13    13
 Passenger Systems       13    13

 

The discount rates used are based on the Board's judgement considering
macroeconomic factors and reflecting specific risks in each segment such as
the nature of the market served, the concentration of customers, cost profiles
and barriers to entry.

Passenger Systems, Infotec and Journeo Denmark also have intangible assets,
which are considered in the same value-in-use calculations as goodwill.

The Crime and Fire Defence, Passenger Systems, Infotec and Journeo Denmark
cash flow projections used to determine value-in-use are based upon
assumptions of sales, margins and cost bases. Of these assumptions the
value-in-use is most sensitive to the level of sales. Margins are fixed in the
forecast based upon past experience; the cost base is similarly based upon
past experience and will vary depending upon the level of sales. In accordance
with the requirements of IAS 36, our value-in-use calculations do not include
cash flows from restructurings to which the Group is not yet committed.

The level of sales is the key assumption used in the cash flow forecast. Sales
have been determined by management using estimates based upon past experience
and future performance with reference to market position and the sales
pipeline. The macroeconomic environment has improved and there continues to be
an increase in the number and size of contracts available.

Sensitivity analysis has been performed on the pre-tax discount rates, which
shows that a pre-tax discount rate of 17.9% (Crime and Fire), 65.0% (Infotec),
51.3% (Journeo Denmark) or 84.6% (Passenger Systems) would be required in
order to eliminate the headroom which exists in these CGUs. The Directors
consider that the discount rates used, which are already risk adjusted to
capture the Directors' view of the extent to which each CGU is exposed to
macroeconomic factors, represent a balanced view.

A sensitivity analysis has been performed on the impairment test. The
Directors consider that an absolute change in the key sales assumption is
possible and a reduction in the sales forecast in 2025 of 5% would result in
headroom remaining in the current carrying value of goodwill.

The Directors believe that, based on the sensitivity analysis and stress
testing performed, any reasonably possible change in the key assumptions on
which the recoverable amounts are based would not cause the carrying amounts
to exceed the recoverable amounts.

The value-in-use for the Group exceeds the carrying value of the assets by
£26,193k (2024: £4,932k). There is no impairment to goodwill in the period
(2024: no impairment).

 

7.  Reconciliation of operating profit to net cash inflow from operating
activities

                                                          2025     2024

                                                          £'000    £'000
 Profit for the year                                      4,154    4,520
 Adjustments for:
 - Finance (income)                                       (202)    (188)
 - Deferred tax                                           371      299
 - Depreciation of property, plant and equipment          640      464
 - Amortisation of intangible fixed assets                1,009    966
 - Share-based payment expense                            146      60
 - Foreign exchange rate                                  (4)      (24)
 - Acquisition costs                                      255      -
 - Decrease in provisions                                 (970)    (259)
 Operating cash flows before movement in working capital  5,399    5,832
 Decrease in inventories                                  (435)    (388)
 Decrease in receivables                                  3,286    126
 (Decrease)/increase in payables                          (1,095)  2,221
 Cash inflow from operations                              7,155    7,791
 Income taxes received/(paid)                             768      (471)
 Interest received                                        293      271
 Net cash inflow from operating activities                8,216    7,591

 

 

8.  Business acquired - Crime and Fire Defence Limited

On 1(st) September 2025, the Group acquired 100% of the equity of Crime and
Fire Defence Systems Limited (CFDS), a UK-based business. CFDS is a specialist
infrastructure protection systems integrator in physical and cyber security
solutions to the UK Critical National Infrastructure, Defence and Utilities
markets.

The details of the business combination are as follows:

                                                      £'000
 Fair value of consideration
 Amount settled in cash                               10,711
 Deferred consideration                               2,000
 Consideration shares                                 1,000
 Total consideration                                  13,711
 Identifiable net assets (recognised at fair value):
 Other intangibles                                    1,425
 Property, plant and equipment                        1,103
 Inventories                                          266
 Trade and other receivables                          4,562
 Cash                                                 918
 Total assets                                         8,274
 Equity and liabilities
 Trade and other payables                             (2,690)
 Deferred revenue                                     (498)
 Tax liabilities                                      (350)
 Total liabilities                                    (3,538)
 Net assets                                           4,736
 Goodwill on acquisition                              8,975

 Consideration settled in cash                        (10,711)
 Cash and cash equivalents acquired                   918
 Net cash outflow on acquisition                      (9,793)

 

Consideration transferred

The acquisition of CFDS was settled in cash amounting to £10,711k plus
deferred consideration of £2,000k, and shares amounting to £1,000k.
Acquisition-related costs amounting to £255k were incurred.

Identifiable net assets

The fair value of identifiable net assets acquired as part of the business
combination amounted to £4,736k.

Separable intangible assets

One separable intangible asset was identified at acquisition, being the
acquired customer relationships. The acquired customer list was valued by
assessing a discounted cashflow based on expected customer attrition rates and
using the Group discount factor of 13%. The useful life has been estimated at
5 years.

Goodwill

Goodwill is primarily related to the core growth expectations that are
expected from combining CFDS and Journeo technologies and upselling this to
existing customers.

CFDS contribution to the Group results

CFDS generated an underlying profit of £378k for the period from 1 September
2025 to the reporting date. Revenue for the period to the reporting date was
£7,352k. In the twelve months to 30(th) April 2025 CFDS sales were £17,331k
with profit before tax of £2,355k.

9.  Availability of audited accounts

Copies of the 2025 audited accounts will be made available following the
announcement of the date of our AGM. They will also be available on the
Group's website (www.journeo.com (http://www.journeo.com/) ) for the purposes
of AIM Rule 26 and will be posted to shareholders in due course.

 

ENDS

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