REG - Midwich Group PLC - 2025 Full Year Results
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RNS Number : 8528W Midwich Group PLC 17 March 2026
17 March 2026
Midwich Group plc
("Midwich" or the "Group")
2025 Full Year Results
Return to revenue growth across the Group in the second half with sustained
record gross margins
Midwich Group (AIM: MIDW), a global specialist audio visual ("AV") distributor
to the trade market, today announces its audited full year results for the
year ended 31 December 2025.
Adjusted financial highlights(1)
Year to Year to Change % Change at constant currency %
31 December 2025 31 December 2024
£m £m
Revenue 1,270.8 1,289.5 (1.5%) (0.8%)
Gross profit 225.2 228.8 (1.6%) (0.7%)
Gross margin 17.7% 17.7%
Adjusted operating profit 43.6 48.9 (10.7%) (10.1%)
Adjusted operating profit margin % 3.4% 3.8%
Adjusted profit before tax 30.5 39.1 (22.1%) (21.3%)
Adjusted EPS - pence 22.37p 26.96p (17.0%)
Adjusted cash flow conversion 123% 97%
Adjusted net debt to adjusted EBITDA ratio 2.17x 2.0x
( )
Statutory financial highlights
Year to Year to Change
31 December 2025 31 December 2024 %
£m £m
Revenue 1,291.8 1,317.0 (1.9%)
Gross profit 228.0 234.3 (2.7%)
Gross margin 17.7% 17.8%
Operating (loss)/profit (14.9) 24.1 (161.6%)
(Loss)/profit before tax (30.5) 22.3 (236.7%)
Basic EPS - pence (21.92p) 15.69p (239.7%)
Total dividend - pence per share(2) 5.25 13.0
( )
(1) See note 1 for definitions of non-GAAP measures and note 14 for the
reconciliations of non-GAAP measures to statutory reported results.
(2) Total of interim and final dividends
Financial highlights
· Gross profit margins excluding exited businesses remain at record levels of
17.7% (2024: 17.7%)
· Focus on productivity and efficiency resulted in adjusted operating profit of
£43.6m (2024: £48.9m), with 60%
(2024: 54%) generated in the second half
· Adjusted cash flow conversion of 123% (2024: 97%), reflecting the continued
focus on driving near term working capital management efficiencies
· Adjusted net debt to adjusted EBITDA ratio at the period end was 2.17x, in
line with Board and market expectations. This also reflects a positive
reduction since H1 2025 (H1 2025: 2.5x)
· Proposed final dividend of 3.5p (2024: 7.5p) plus interim dividend of 1.75p
(2024: 5.5p) equates to total dividends for 2025 of 5.25p (2024: 13.0p),
reflecting the Group's updated dividend policy
Operational highlights
· The Group's diverse product and geographic portfolio resulted in robust
revenue and gross margin
performances and further market share gains with many key vendors
· Full year continuing revenue, at constant currency, was marginally down on
2024, with a return to growth in the second half
· Strong revenue and profit growth in UK&I due to market share gains and new
vendors, despite challenging market conditions continuing
· A robust performance in EMEA, with revenue growth in the region excluding
Germany, which is expected to improve from 2026
· Good progress with digital investments, including artificial intelligence
("AI") automation and digital platforms, which are expected to benefit
productivity and growth from 2026
Stephen Fenby, Chief Executive of Midwich Group plc, commented:
"Against a backdrop of challenging macroeconomic and industry conditions, we
determined that 2025 was a year focused on driving efficiencies and continuing
to strengthen our market positioning.
Although the business environment has remained challenging, we have focused on
our fundamental strengths which has allowed us to capitalise on emerging
opportunities. Our geographic coverage, technical specialisation, and the
skills and dedication of our team mean the Group is well placed to pursue new
prospects and benefit from improvements in market conditions.
Our relative performance in a challenging environment continues to highlight
the fundamental strength of the business and we remain committed to supporting
our customer and vendor partners for our mutual benefit. New business lines
and vendor relationships combined with reshaping the business and tight cost
control have put us in a strong position for 2026 and beyond.
The Group remains focused on developing new revenue streams, driving
operational efficiencies, ensuring we are ready to develop prospects as market
conditions improve and momentum builds."
Analyst meeting/webinar
There will be a meeting and webinar for sell-side analysts at 9.30am GMT
today, 17 March 2026, the details of which can be obtained from FTI
Consulting: midwich@fticonsulting.com (mailto:midwich@fticonsulting.com) .
For further information:
Midwich Group plc +44 (0) 1379 649200
Stephen Fenby, Chief Executive
Adam Councell, Chief Financial Officer
Investec Bank plc (NOMAD and Joint Broker to Midwich) +44 (0) 20 7597 5970
Carlton Nelson / Ben Griffiths
Berenberg (Joint Broker to Midwich) +44 (0) 20 3207 7800
Ben Wright / Richard Andrews
FTI Consulting +44 (0) 20 3727 1000
Alex Beagley / Matthew Young / Harleena Chana
midwich@fticonsulting.com (mailto:midwich@fticonsulting.com)
About Midwich Group
Specialisation at scale
Midwich Group is a network of businesses which partner with the world's
leading technology companies to accelerate their growth. Selling into over 50
countries from 21 global locations, the Group specialises in audiovisual
technology - whether in state-of-the-art meeting rooms or on a festival main
stage, our solutions help the world connect, communicate, or experience wow
moments.
Taking technology further
With services ranging from product distribution to complex system design,
focused marketing campaigns to flexible financing solutions, and showcase
events to seed funding for startups, the Group's ever-expanding offering is
designed to add value and solve its partners' biggest challenges.
This has enabled the Group to maintain strong relationships with global
manufacturers and a diverse customer base of over 24,000, including
professional integrators, event production companies and IT resellers in
sectors such as education, corporate, retail and live events.
Enabling tomorrow
With over 1,700 employees across the UK and Ireland, EMEA, Asia Pacific and
North America, the company is committed to being a responsible employer.
The Group wants to do the right thing and actively works to limit its impact
on the environment and communities, and recognises the importance of giving
back - find out more about our sustainability activities here.
For further information, please visit www.midwichgroupplc.com
Chair's Statement
Whilst wider AV market conditions remained subdued during 2025, Midwich's
proactive focus on growth initiatives and the needs of its customers and
vendors continued to support share gains in many key markets.
Across the Group, our teams have worked tirelessly to deliver a strong result
in a tough market and position the business for future sustainable growth. I
was pleased to see this activity delivering positive outcomes, with a return
to revenue growth across the Group in the second half of the year, gross
margins sustained at a record level and an exceptionally strong performance in
the UK & Ireland.
Over the last 20 years, the $300bn+ global Pro AV market has consistently
grown above GDP as a result of digitalisation, product innovation and the
associated changes in the way people learn, work and socialise.
In the last two years, the pressures of macroeconomic slowdowns and market
uncertainty, and the impact of election cycles, higher taxes, higher interest
rates and inflation, have moderated demand for mainstream AV products. The
Group has responded to this by focusing on value added technical solutions and
faster growing territories and, as a result, achieved both gross margin
improvements and further market share gains in many of its markets.
Midwich's industry-leading position, the diversity of geographies we sell into
and the breadth of technical solutions we offer, enable the Group to respond
to market changes quickly and at scale. For example, having started
distributing commercial drones in late 2024, the Group is now one of the
leading distributors in Europe in the category. The Group's relevance,
resilience and service mindset enabled delivery of a strong financial
performance in the year, with revenue from continuing activities returning to
growth in the second half of 2025 and only marginally below 2024 for the full
year, at constant exchange rates.
The Group's purpose is to enable success together; it does this by generating
added value for its customer and vendor partners. One of the best measures of
this added value is the Group's gross margin, and I was pleased to see that it
maintained the prior year record gross margin in 2025.
The Group has also worked hard this year to improve productivity and position
itself to return to operating profit growth. During the year, the Board
supported decisions to deliver further targeted cost savings, notably in
Europe and North America, and exit small lossmaking businesses.
The Board also approved a new digital strategy with a focus on agility, AI and
digital solutions. This approach is expected to deliver new customer
solutions, such as software distribution, a global e-commerce platform and AI
driven process automation and productivity tools, which will allow Midwich to
offer further value added solutions to its stakeholders in a scalable way
whilst differentiating itself from competitors.
As a result, the Board also took the difficult decision to move away from
deploying a single global ERP solution. A comprehensive review of the ongoing
deployment and future cost and benefits concluded that the ERP programme
rollout should be paused with only one country fully live, and priority placed
instead on development of bespoke digital tools that are focused on realising
commensurate benefits more quickly at lower cost and with lower deployment
risk. This resulted in a material impairment of the ERP intangible asset but
will reduce ongoing capital investment while accelerating benefits.
Despite a tight focus on cost control, the small reduction in revenue in the
year resulted in adjusted operating profit reducing to £43.6m (2024:
£48.9m).
The Board notes the scale of the exceptional restructuring charges during the
year, including the ERP impairment (£27.0m). However, we believe that,
collectively, these actions, together with the investment in digital
solutions, will improve productivity and form the foundation for the next
phase of the Group's strategic growth plans.
The Group has a successful long-term track record and has achieved compound
annual growth in revenue and adjusted operating profit over the last five
years of 12% and 21%, respectively. We remain focused on continuing this
strong performance record, tuning actions and priorities as the business
environment changes.
Whilst there have been no material improvements in the macroeconomic backdrop
or the Pro AV market at the start of 2026, the Board expects that the actions
taken by the Group will support a return to profit growth in 2026.
Over the coming years, the Board believes that the structural increase in the
use of digital solutions will see robust demand for Pro AV, with Midwich a
provider of choice for its customer base. The Pro AV market is expected to
grow faster than overall GDP for the next five years and the Group is well
placed to benefit from this.
Despite the Group's significant revenue its market share represents less than
4% of its estimated target addressable market. The Group continues to have
ambitious growth plans and will continue to execute its strategy to deliver on
this sizable market opportunity.
Looking to the future, the Group remains well placed to benefit from its
global scale and investments to deliver positive operating leverage and net
margin improvements, especially as demand across all markets returns to normal
levels.
Whilst acquisitions remain a core element of the Group's strategic growth
plans, no new transactions were completed in the year. The Board prioritised
organic productivity and efficiency improvement activity but continues to
believe that targeted M&A can add new capabilities or geographic reach to
the Group.
Over the medium term, we anticipate a continuation of our expansion strategy
through both organic growth and acquisition
of complementary businesses and believe that our balance sheet positions us
well to achieve this. The medium-term acquisition pipeline remains healthy,
and the management team continues to review attractive opportunities.
Dividend
The Board maintains a disciplined approach to capital allocation and continues
to balance short-term return to shareholders with growth and investment
opportunities that drive best long-term returns for the business. During the
year the Board took the decision to recalibrate dividend payments, reflecting
a c.25% payout ratio of adjusted EPS, to support the balance sheet and better
direct capital towards growth opportunities.
The Board is pleased to recommend a final dividend of 3.5p per share, which,
if approved by shareholders at the AGM, will be paid on 3 July 2026 to
shareholders on the register on 22 May 2026. The last day to elect for
dividend reinvestment ("DRIP") is 12 June 2026.
Coupled with the interim dividend of 1.75p per share, this represents a total
dividend for the year of 5.25p per share (2024: 13.0p). The combined value of
the interim and proposed final dividends is covered four times by adjusted
earnings (2024: two times).
Whilst the revised payout ratio provides a sustainable framework, and allows
the Board to prioritise growth and reinvestment opportunities, we expect to
continue to allocate any excess capital to shareholder returns via dividends
or share buybacks, as appropriate. The Board understands the importance of
dividends for many of our investors, but given the challenging market
backdrop, the Board believes that the full year dividend represents an
appropriate balance between continuing to reward shareholders and maintaining
a strong balance sheet.
Over the medium term the Board continues to support a progressive dividend
policy to reflect the Group's planned growth and cash generation.
Corporate governance
Membership of the Board comprises individual Directors with significant and
complementary skills and experience. Board composition is kept under review to
ensure it meets ongoing governance requirements, including independence and
diversity, and that Board members collectively have appropriate skills and
experience to guide the future development and
growth of the business. The Board met eleven times during the year and
received regular updates from senior leadership.
Whilst the Group has operated in a challenging market over the last few years,
it has adapted quickly and decisively to address near term cost challenges
whilst continuing to develop opportunities for future growth. Given the
Group's ambitious future growth strategy, the Board has supported the
Executive management over the last year to refine its leadership structure to
deliver success.
The Board believes that Stephen Fenby's ongoing commitment to leading the
Group will ensure the business continues to out perform its competitors. We
are also supporting Stephen to develop a long-term succession plan, ensuring
that the Group has the right depth of talent to achieve growth in value.
After over seven years as Chief Financial Officer, Stephen Lamb informed the
Board of his desire to take up another role from 2026. Stephen has made an
invaluable contribution to the Group during his tenure and I want to thank him
for his
commitment and support over a period in which the Group more than doubled in
size and significantly increased its international presence.
On behalf of the Board and the wider business, I wish Stephen all the best
with his new role.
I am delighted to welcome Adam Councell as Group CFO. Adam joined the Board on
2 March 2026 and brings a wealth of business services experience, most
recently with Marlowe plc.
In line with the Board's succession planning, and the evolving governance
environment, Mike Ashley will retire from the Board in May 2026, ahead of the
AGM. Mike has been an active and supportive Non-executive Director since the
Group's IPO. His knowledge and experience, especially in the areas of customer
and vendor engagement and operational excellence, have been valuable in
supporting the Group's growth plans. I'd like to thank Mike for his service on
behalf of the Board and the Group's wider stakeholders.
A search is underway and, at time of writing, I anticipate at least one
additional independent Non-executive Director will be appointed before the AGM
with skills and experience appropriate to support the Group's ongoing
development and growth. Hilary Wright will succeed Mike Ashley as Chair of the
Remuneration Committee from May 2026.
I have been Chair of the Board since IPO in May 2016, and it is proposed that
I continue in the role for a limited further period. The Board considers
continuity in the Chair role important through a period of integrating new
Board members and in supporting Executive management in returning the business
to profitable growth. Planning for the succession of my role has commenced,
with a view to my standing down in due course once a suitable replacement is
found.
I am also delighted to welcome Lauren Hall to the position of Company
Secretary. Lauren joined the Group from PwC and was appointed to the role of
Company Secretary from February 2026. The Board remains satisfied that it has
a suitable balance between independence and knowledge of the business to allow
it to discharge its duties and responsibilities effectively.
In line with prior years, the Board completed an evaluation exercise during
2025, reinforcing our commitment to, and success in, establishing a strong
corporate governance framework. We took the opportunity of this review to
confirm our strong and effective governance and reaffirmed the role of the
Board and its individual members in monitoring compliance with the revised QCA
Code.
The Nominations Committee has reviewed the skills and experience of Board
members individually and collectively. It has also reviewed the Board
succession plans. There were no major issues or concerns raised about the
effectiveness of the Board or its individual members. The issue of tenure is
being addressed and the balance of independent Directors is deemed to remain
appropriate at this stage of the Group's development.
The Group continues to apply the QCA Code as its governance framework and has
assessed compliance with the QCA Code (November 2023). The Board has concluded
that the Group's approach to governance is aligned to the requirements of the
QCA Code.
Both our Executive and independent Directors continue also to welcome feedback
from our shareholders and wider stakeholders. We engage with our largest
shareholders through invitations to discuss matters with Committee Chairs and
Directors, regular face-to-face meetings and inviting them to join us for
office/showroom tours and at our AV trade shows.
Sustainability
The Board continues to take a lead in social responsibility. Having introduced
Scope 3 reporting last year, we made further progress against our
sustainability goals in 2025.
This year we have continued to enhance our approach to environmental matters.
For example, in the UK we have invested in renewable energy solutions and were
a key partner in AV Magazine's first Sustainability Summit. The Group is also
undertaking Groupwide validation of science-based carbon targets and approved
targets will be published from 2026. This is in addition to reporting on our
environment-related governance, risk management, scenario analysis and carbon
reporting.
The Group has a broad international footprint with a significant proportion of
its revenue coming from outside the UK & Ireland and the Board welcomes
the cultural diversity that this brings. The Midwich culture is an open and
welcoming one and we have been recognised for this. The Board understands the
importance of diversity of gender and ethnicity and is committed to ensuring
that diversity and inclusion will be key considerations in the appointment of
future Directors and senior leaders.
The Group is committed to doing the right thing for the wider society;
community engagement is embedded in its DNA. Our teams are passionate about
making a difference and once again stepped up their time commitment for our
nominated good causes. I'm delighted to report our Gift of AV programme, has
raised £325,000 over the last five years.
People
The success of any company is down to the quality of its leadership and its
people. In 2025, our teams demonstrated their energy and resilience and
continued to face up to challenging market conditions with commitment and
determination. The Group's 2025 people survey showed high levels of engagement
across the Group and I continue to believe that we have the best teams in the
industry. Once again, they delivered exceptional service to customers, vendors
and end users alike. Whilst some competitors have faltered as markets have
become more challenging, our market share and customer satisfaction levels
continue to demonstrate the relevance and value add of the Midwich offer.
The Board has a strong belief in rewarding success and ensuring that
engagement levels are high. Share ownership by our people is a core part of
our engagement strategy and I believe that high participation in employee
share ownership and incentive plans across the Group continues to incentivise
exceptional business performance.
We monitor and review pay and benefits across the Group with a focus on the
total value of the overall reward package. The Board expressed concern with
respect to retaining key talent during the year, noting low levels of variable
pay in recent years due to the challenging AV market. The Board considered
this and, upon recommendation from the Remuneration Committee, approved a
one-off LTIP retention award to key staff at one third of the original 2022
award. This award vests in March 2026.
Our culture and values are at the heart of how we do everything in the Group,
and we have continued to invest resources in maintaining the spirit of
Midwich. This includes a step up in both our environmental and community
engagement in the year. Our teams address every challenge with commitment and
determination, and it is this positive approach that is the main driver of our
market share gains and long-term growth.
The Board has regular interaction with the Executive Directors and senior
leadership, together with the Managing Directors of our key operating units.
The Board is confident that our senior teams are working well and show the
strength and depth of the Group's leadership to support future growth.
On behalf of the Board, I would like to thank all employees and our partners
for their commitment and hard work and congratulate them on achieving an
impressive performance in a challenging year.
Andrew Herbert
Non-executive Chair
Chief Executive's Review
Against a backdrop of challenging macroeconomic and industry conditions, we
determined that 2025 was a year focused on driving efficiencies and continuing
to strengthen our market positioning. Our assumptions on the market proved to
be largely accurate, with demand continuing to be suppressed, particularly in
the education and corporate sectors.
Our team has worked hard to challenge our business models and look for areas
of improvement. New AI and system tools have started to enable us to improve
the efficiency of the business and broaden our market reach. We have focused
also on
broadening our portfolio with new technologies and vendors, and of course
driving growth for our vendor partners. We have looked at markets where we
have underperformed recently in order to assess the viability of these within
our business model. As a result of this, we took the decision to close our
Swiss business, and also a small unit in the North American business.
Continued price erosion in display and projection products was a large factor
in the decline of 9% (around £40m) in revenues in the mainstream product
category. Revenue in the legacy document solutions business halved to £9m.
Balanced against these were growth in most of our technical products
categories, and a very strong contribution from the drones business we
commenced in 2024.
With a tough market backdrop, the business has responded well by focusing on
the needs of our customers and vendors. This has been a very challenging year
for our team, and I congratulate everyone for their efforts and performance.
The Group remains in a strong strategic and financial position, and we
continue to maintain and take market share in our core regions, which is a
testament to the work of our team.
Business performance
The comments below are in respect of the adjusted results of the continuing
business, which excludes the performance of the exited Swiss and small North
American businesses.
Group revenue of £1.27bn was marginally below 2024 (by 1.5%), with gross
margins flat at 17.7%^.
Revenue growth in the UK&I and APAC regions was broadly balanced by
declines in EMEA and North America. The decline in EMEA was due entirely to a
significant fall in the German business, with the North American decline being
due mainly to the loss of a key vendor in Canada and also tariff related
headwinds in the US.
Gross margins increased in the UK&I but declined in North America as a
result of the major vendor loss. Overheads were flat on an organic basis,
reflecting investments in productivity and cost control measures undertaken in
the year. Group headcount fell from over 1,900 to around 1,750 across the
year.
Adjusted operating profit fell by £5.3m to £43.6m, with adjusted profit
before tax being £8.6m lower at £30.5m.
The UK&I was the strongest performing region in the year, with an adjusted
operating profit increase of 30% reflecting cost control and leverage upside.
Group revenue^ declined by 2.4% in the first half of the year compared with
growth of 0.8% in the second half. Although a small improvement, we were
encouraged by this trend.
Disciplined working capital management contributed to strong operating cash
generation, with adjusted cash flow from operations at 123% of adjusted
EBITDA, ahead of our long-term average of c.80%.
We ended the year with an adjusted net debt to adjusted EBITDA ratio of 2.17x
(2024: 2.0x), which was in line with Board and market expectations.
LED solutions, which continue to gain share from displays and projection in
the larger format categories, continued to experience strong growth, up 8% in
the year, and we believe we have established a strong market position in this
category.
These products require a higher level of expertise to distribute effectively,
and hence tend to carry a higher overall gross margin than mainstream
products.
Investing in the future
The global Pro AV market is in excess of $300bn^^, of which our assessment of
the Group's Target Addressable Market ("TAM" is c$45bn. Whilst I believe that
we are the leading global specialist Pro AV distributor, our £1.3bn revenue
in 2025 represents less than 1% of the global market and 3-4% of our TAM. The
opportunity for the future remains enormous and we will continue to target
growth both organically and through acquisition.
We commenced a major ERP implementation programme a number of years ago.
Following a reassessment of the cost/benefit of this programme, we decided to
halt further development in 2025 and write off the cost of the investment to
date to a value of £2.5m. Simultaneously, we established that new tools are
now available, which should enable us to achieve the goals of the original
programme but much quicker, cheaper and with less downside risk. These tools
include the significant use of AI technology and should also facilitate the
more efficient operation of the business, enabling us to expand our commercial
reach.
M&A has been a significant part of our strategy for the last 20 years. We
were particularly active in this respect in 2023 and 2024. The subsequent
slowdown in the market has meant that it has been difficult to get the
expected short-term return from some of these investments. However, I am
confident that we acquired strong, often market leading businesses that will
prove to be good investments in the future.
I am hopeful that during the course of 2026 we will be able to resume our
M&A programme.
Our values and culture
Midwich Group is our people, their skills, experience, relationships and
attitude. We promote trust, honesty, hard work, integrity, humility and
creativity and value everyone's ideas and contribution. Team engagement is of
critical importance, and we saw improvements in our engagement survey in 2025.
Our approach is to reward success, and we continue to adapt to the changing
work environment. In the last twelve months, we have increased our global
collaboration, stepped up employee benefits and increased our engagement with
our nominated charities, our communities and our environment.
Outlook
The Group has a proven capability to grow ahead of its markets both
organically and through acquisition. After two years of challenging market
conditions, we have a working assumption that there will be little improvement
in 2026. However, the work we started in 2024 and 2025 gives me a greater
confidence in our performance in 2026 and beyond. I believe the Group is also
well positioned to take advantage of an upturn in demand. With the global AV
market expected to continue growing over the medium to long term, our Group is
very well positioned for the future. Finally, I would like to thank Stephen
Lamb, our previous CFO, who left the business recently, and welcome his
replacement, Adam Councell.
^ Continuing business basis.
^^ Source: Avixa.
Financial review
Against a challenging market backdrop the Group delivered £1.3bn in revenue
(2024: £1.3bn) and a return to growth in the second half of the year.
Although macroeconomic headwinds continued to impact demand for our mainstream
products, the Group has acted to position itself for future growth. The
Group's focus in 2025 included a strong focus on customer service, high levels
of engagement with both new and existing vendor partners, targeted
restructuring activity and investment in areas to support future growth. The
outcome of these activities was a return to revenue growth in the second half,
on-boarding new vendors, improvements in productivity and the launch of new
commercial initiatives towards the end of the year. Together these position
the Group well as we look forward to 2026 and beyond.
Given the ongoing tough market conditions, the Group was pleased to deliver
revenue broadly in line with the prior year together with maintaining a gross
margin of 17.7% (2024: 17.8%). On a continuing business basis, gross margins
were maintained at 17.7% across both years.
Statutory operating loss was £14.9m (2024: £24.1m profit) reflecting the
impact of exceptional items, whilst adjusted operating profit of £43.6m
(2024: £48.9m) included a strong second half performance.
Selling and distribution costs were broadly in line with 2024 reflecting the
overall revenue trend, while administrative overheads increased during the
year, primarily due to the one-off "exceptional" items noted below and a
return to normal levels of share based payments.
The Group took the decision to exit two small loss-making businesses at the
end of 2025. Together these represented less than 2% of Group revenue. These
businesses have been excluded from the adjusted performance measures presented
to reflect continuing activities.
Exceptional costs in the year included restructuring costs, a significant
write down of the Group's ERP investment, costs related to exited businesses
and the initial insurance proceeds in the UAE following the warehouse fire in
late 2024.
Statutory financial highlights
Year to 31 Year to 31 Total growth
December 2025 December 2024 %
£m £m
Revenue 1,291.8 1,317.0 (1.9%)
Gross profit 228.0 234.3 (2.7%)
Operating (loss)/profit (14.9) 24.1 (162%)
(Loss)/profit before tax (30.5) 22.3 (237%)
(Loss)/profit after tax (22.6) 17.0 (233%)
Basic EPS - pence (21.92p) 15.69p (240%)
Adjusted financial highlights(1)
Year to 31 December Year to 31 Total growth Growth at
2025 December 2024 % constant
£m (Restated(2)) currency
£m %
Revenue - continuing 1,270.8 £1,289.5 (1.5%) (0.8%)
Gross profit 225.2 228.8 (1.6%) (0.7%)
Gross profit margin % 17.7% 17.7%
Adjusted operating profit 43.6 48.9 (10.7%) (12.0%)
Adjusted operating profit margin % 3.4% 3.8%
Adjusted profit before tax 30.5 39.1 (22.1%) (21.3%)
Adjusted profit after tax 23.0 28.9 (20.4%)
Adjusted EPS - pence 22.37p 26.96p (17.0%)
Strong operating cash generation underpinned the resilient trading
performance, with adjusted cash flow conversion at 123% (2024: 97%).
Adjusted net debt reduced to £126.0m at 31 December 2025 (2024: £130.6m),
with strong cash management offsetting restructuring costs and the payment of
deferred consideration.
Currency headwinds reduced both Group revenue and adjusted operating profit in
the year by 0.6%. The currency movements in the prior year had a negative
impact of 1.8% and 1.6% on these metrics.
Organic revenue declined by 1.4% (2024: 1.4%) as a result of weaker mainstream
product demand in Germany and vendor changes in North America, which were
largely offset by growth in the UK&I, the rest of EMEA and technical
product sales.
Adjusted EPS at 22.37p in 2025 (2024: 26.96p) reflected the change in adjusted
operating profit with interest charges, tax rates and the number of shares
broadly consistent with the prior year.
The Group's operating segments are the UK & Ireland, EMEA, Asia Pacific
and North America. The Group is supported by a central team.
Regional highlights
Year to 31 Year to 31 Total Growth at Organic
December 2025 December 2024 growth constant growth
£m (Restated(2)) % currency %
£m %
Revenue
UK & Ireland 508.3 476.4 6.7% 6.6% (4.9%)
EMEA 517.5 546.5 (5.3%) (5.5%) (5.5%)
Asia Pacific 44.0 45.9 (4.2%) 1.4% 1.4%
North America 201.0 220.7 (8.9%) (5.3%) (5.3%)
Total global - continuing 1,270.8 1,289.5 (1.5%) (0.8%) (1.4%)
Exited 21.0 27.5
Total global 1,291.8 1,317.0
Gross profit margin
UK & Ireland 18.6% 18.0% 0.6pp
EMEA 17.1% 17.0% 0.1pp
Asia Pacific 16.6% 16.4% 0.2pp
North America 17.5% 19.3% (1.8pp)
Total global - continuing 17.7% 17.7% -
Exited 13.6% 20.1%
Total global 17.7% 17.8%
Adjusted operating profit(1)
UK & Ireland 25.7 19.7 30.1% 30.0%
EMEA 19.9 25.2 (21.0%) (20.2%)
Asia Pacific (0.6) (0.8) 25.9% 22.8%
North America 5.1 9.5 (45.8%) (43.8%)
Group costs (6.5) (4.7)
Total global 43.6 48.9 (10.7%) (10.1%)
Share of profit from associate - -
Adjusted net finance costs (13.1) (9.9)
Adjusted profit before tax1 30.5 39.1 (22.1%) (21.3%)
1 Definitions of the alternative performance measures are set out in note
1.
2 Restated to reflect continuing activities, see note 2 for further
details.
The financial performance of each segment (at constant currency growth rates
and excluding exited businesses) during the year was:
UK & Ireland
Whilst market demand continued to be subdued in this region, we saw a return
to strong growth in the year. This reflected a proactive focus on increasing
customer share of wallet, on-boarding new vendors and supporting our existing
manufacturer partners to increase market share.
Gross margin increased to 18.6% (2024: 18.0%) reflecting a favourable product
sales mix.
Revenue growth and disciplined cost management resulted in adjusted operating
profit increasing strongly to £25.7m (2024: £19.7m).
EMEA
The EMEA segment revenue was impacted by a tough German market in the year,
which saw reduced demand for both corporate and education solutions.
Excluding Germany, the remainder of EMEA saw growth of 9.7% driven by strong
demand for technical products in the Middle East and Southern Europe and new
vendor launches in the Netherlands.
The stronger, higher margin, technical sales improved gross margin to 17.1%
(2024: 17.0%). The region produced an adjusted operating profit of £19.9m
(2024: £25.2m).
Asia Pacific
The Asia Pacific segment, which is mainly Australia, continues to see a high
level of competition in a subdued market.
Excluding currency headwinds, revenue increased by 1.4% to £44.0m (2024:
-1.3% to £45.9m), generating gross profit of £7.3m (2024: £7.5m) at a gross
profit margin of 16.6% (2024: 16.4%).
Adjusted operating losses improved to £0.6m (2024: £0.8m).
Following leadership changes in the year, Australia and New Zealand will be
folded into the UK&I region from 2026, whilst the small South East Asia
business will become part of EMEA.
North America
Across the United States and Canada, organic revenue declined by 5.3% (2024:
+7.0%). This reduction was largely attributable to the impact of expected
vendor changes in Canada and tariff disruption in the United States. The
planned exit of the higher margin vendor resulted in a gross margin of 17.5%
(2024: 19.3%), which is in line with the Group's average.
A number of operational activities were combined across North America in the
year to improve productivity. These position the region well for future
growth. The Farm activities were exited at the end of 2025 as part of the move
to a combined North American services solution.
Group costs
Group costs for the year were £6.5m (2024: £4.7m). Group costs include
central support for sales, finance, compliance, human resources, information
technology and Executive management, with the increase impacted by central
funding of AI and technology initiatives.
Exceptional costs and adjusting items
Adjusted operating profit is stated before £38.3m of exceptional items (2024:
£12.0m), comprising:
- restructuring costs of £8.7m (2024: £3.0m), principally reduction in staff
numbers, which related to Group-wide cost reduction activities to improve
future productivity;
- there was an additional one-off charge of £4.4m related to the disposal of
intangible assets, associated with the businesses exited in the year. In the
prior year, there was a charge of £4.7m related to the derecognition of the
Group's ERP pilot;
- following a comprehensive review of the ongoing deployment and future cost
and benefits, the Board concluded that the ERP programme rollout should be
paused, with only one country fully live. This resulted in a one-off
impairment charge of £27.0m in the year; and
- a £1.8m gain (2024: £4.3m loss) reflecting the initial insurance
settlement following a warehouse fire in Dubai in December 2024. A further
settlement is expected to be recovered in 2026.
See note 3 for further details.
Other adjusting items included:
- acquisition-related expenses, which reduced to £0.2m (2024: £1.1m) due to
pausing the majority of M&A activity in the year;
- a charge of £4.7m (2024: £1.3m credit) in respect of share based payments
and associated taxes; and
- amortisation of acquired intangibles of £13.5m (2024: £12.4m).
Profit before tax
The Group reported a loss before taxation of £30.5m (2024: £22.3m profit).
This is stated after the net interest costs on borrowings for historical
acquisition investments and working capital of £13.2m (2024: £10.5m).
Finance costs increased during the year mainly because of the full year impact
of prior year M&A payments on net debt.
The loss before tax was impacted by a total cost of £2.4m (2024: £7.0m gain)
in relation to the change in valuation of both deferred consideration and put
and call options, and the revaluation of loans and financial instruments. In
2024, there was also a one-off gain of £1.2m arising when the Group purchased
the remaining 70% of an associate undertaking, which resulted in a one-off
gain on the initial investment (note 4).
Adjusted profit before tax of £30.5m (2024: £39.1m) decreased by 21.3%
(constant currency) (2024: 21.6%).
Tax
The adjusted effective tax rate was 24.5% in 2025 (2024: 26.1%), which
reflects the mix of tax rates in the geographies where we operate.
(Loss)/earnings per share
Basic (loss)/earnings per share is calculated on the total profit of the Group
attributable to shareholders. Basic EPS for the year was (21.92p) (2024:
15.69p). Adjusted EPS decreased by 17% (2024: 30%) to 22.37p (2024: 26.96p).
Cash flow
Year to Year to
31 December 31 December
2025 2024
£m £m
Adjusted operating profit 43.6 48.8
Add back depreciation and unadjusted amortisation 12.1 10.9
Adjusted EBITDA 55.7 59.7
Increase in stocks (10.6) (8.1)
(Increase)/decrease in debtors (4.2) 13.8
Increase/(decrease) in creditors1 27.6 (7.3)
Adjusted cash flow from operations 68.5 58.1
Adjusted cash flow conversion 123% 97%
1 Excluding the movements on cash settled share based payments and
employer taxes on share based payments.
The Group's adjusted cash flow conversion, calculated comparing adjusted cash
flow from operations with adjusted EBITDA, was 123% (2024: 97%). Strong
working capital management resulted in cash conversion ahead of the long-term
average for the Group. Our expectation of long-term adjusted cash flow
conversion remains between 70% and 80%.
Gross capital spend on tangible assets was £5.4m (2024: £5.4m) and included
investment in facilities together with rental asset purchases in the UK &
Ireland.
Dividend
The Board has recommended a final dividend of 3.5p per share, which, together
with the interim dividend of 1.75p per share, gives a total dividend for 2025
of 5.25p per share (2024: 13.0p). If approved by shareholders at the AGM, the
final dividend will be paid on 3 July 2026 to shareholders on the register on
22 May 2026. The last day to elect for dividend reinvestment
("DRIP") is 12 June 2026.
Net debt
Net debt at 31 December 2025 decreased to £147.1m from £153.4m at 31
December 2024. The Group's reported net debt is impacted by the adoption of
IFRS 16, which results in £21.1m of lease liabilities (2024: £22.8m) being
added to net debt. As noted in the prior year, the Group's focus is net debt
excluding leases ("adjusted net debt"). The impact of leases on net debt is
excluded from the Group's main banking covenants.
Adjusted net debt at 31 December 2025 was £126.0m (2024: £130.6m). This
reduction reflects payments totalling £11.2m (2024: £38.2m) for acquisition
and deferred consideration payments in the year offset by operating cash
flows.
The Group utilises a £175m revolving credit facility which matures in
mid-2028. This facility is supported by six banks and has an adjusted net debt
to adjusted EBITDA covenant of 3x and an adjusted net finance costs to
adjusted EBITDA ratio of 4x. The EBITDA for covenants is calculated on a
historical twelve month basis and includes the full benefit of the prior
year's earnings from any business acquired.
Most of the Group's other borrowing facilities are to provide working capital
financing. Whilst the use of such facilities is typically linked to trading
activity in the borrowing company, these facilities provide liquidity,
flexibility and headroom to support the Group's organic growth. As at 31
December 2025, the Group has access to total facilities of over £300m (2024:
over £300m).
Goodwill and intangible assets
The Group's goodwill and intangible assets of £142.7m (2024: £184.0m) mainly
arise from the various acquisitions undertaken. Each year, the Board reviews
goodwill for impairment and, as at 31 December 2025, the Board believes there
are no material impairments. The intangible assets arising from business
combinations, for exclusive supplier contracts, customer relationships and
brands, are amortised over an appropriate period.
The Board took the difficult decision to prioritise AI and commercial tools
investments and to suspend the rollout of a complex Group-wide ERP system.
This resulted in a £27.0m write off of previously capitalised development
costs.
Working capital
Working capital management is a core part of the Group's performance. The
reduction in working capital in the year reflected the wider revenue trend
combined with strong customer collections and the proactive management of
inventory and vendor terms. As at 31 December 2025, the Group had working
capital (trade and other receivables plus inventories less trade and other
payables) of £142.5m (2024: £155.8m). This represented 11.2% of current year
revenue (2024: 12.1%).
The Group uses a range of different techniques to write down inventory to the
lower of cost and net realisable value, including a formulaic methodology
based on the age of inventory. The aged inventory methodology writes down
inventory by a specific percentage based on time elapsed from the purchase
date. There was no change in this methodology in the year. As at 31 December
2025, the Group's inventory provision was £16.0m (8.0% of cost) (2024:
£16.2m, 8.6% of cost).
Statutory measures
The Group reports alternative performance measures. These measures reflect the
key metrics used in the day-to-day management of the Group.
The alternative profit-related performance measures exclude
acquisition-related costs, impairments, certain share based payments and a
number of non-cash-related finance charges related to the revaluation of
financial instruments. Users should exercise caution in relying on alternative
performance measures, which should be seen as supplementary information in
addition to the statutory disclosures.
Adjusted return on capital employed
Adjusted return on capital employed is an alternative performance measure.
The Directors believe that this is an important measure of the investment
returns of the Group.
Calculation Reference to the financial statements 2025 2024
£'000 £'000
Total equity Group balance sheet 160,071 189,154
Total net debt Group balance sheet 147,072 153,429
Accumulated amortisation of acquired intangibles 76,510 64,495
Right of use leased assets Group balance sheet (17,849) (19,038)
Acquisition-related liabilities Group balance sheet 6,768 17,275
Closing capital employed 372,572 405,315
Average capital employed 388,944 388,824
Adjusted operating profit 43,626 48,880
Adjusted return on capital employed 11.2% 12.6%
Average capital employed reduced in the year largely as a result of the
exceptional costs and associated operating loss. This resulted in the average
return on capital reducing to 11.2% (2024: 12.4%).
Adjustments to reported results
2025 2024
£'000 £'000
Revenue 1,291,767 1,317,013
Exited businesses (20,951) (27,489)
Continuing revenue 1,270,816 1,289,524
Gross profit 228,012 234,330
Exited businesses (2,840) (5,520)
Continuing gross profit 225,172 228,810
Gross margin - continuing business 17.7% 17.7%
Operating (loss)/profit (14,858) 24,133
Exited businesses 1,860 581
Acquisition costs 185 1,124
Exceptional costs (note 3) 38,296 11,962
Share based payments 4,493 (888)
Employer taxes on share based payments 161 (419)
Amortisation of brands, customer and supplier relationships 13,489 12,387
Adjusted operating profit 43,626 48,880
(Loss)/profit before tax (30,510) 22,311
Exited businesses 2,017 893
Acquisition costs 185 1,124
Exceptional costs (note 3) 38,296 11,962
Share based payments 4,493 (888)
Employer taxes on share based payments 161 (419)
Amortisation of brands, customer and supplier relationships 13,489 12,387
Derivative fair value movements and foreign exchange gains and losses on 2,273 (1,208)
borrowings
Gain on remeasurement of previously held equity interest - (1,205)
Gains and losses on deferred and contingent consideration 333 (6,645)
Gains and losses on put option liabilities (233) 834
Adjusted profit before tax 30,504 39,146
Net finance costs (13,075) (10,527)
Exited businesses 157 312
Foreign exchange derivative (losses)/gains (185) 396
Investment derivative (losses)/gains (19) 1
Adjusted net finance costs (13,122) (9,818)
Adjusted operating profit 43,626 48,880
Share of profit from associate - 84
Adjusted net finance costs (13,122) (9,818)
Adjusted profit before tax 30,504 39,146
(Loss)/profit after tax (22,581) 16,962
Total adjusted profit before tax adjustments (above) 60,624 16,680
Tax impact of adjustments (15,002) (4,696)
Adjusted profit after tax 23,041 28,946
(Loss)/profit after tax (22,581) 16,962
Non-controlling interest - (932)
Profit after tax attributable to owners of the Parent Company (22,581) 16,030
Adjusted profit after tax 23,041 28,946
Non-controlling interest - (932)
Adjustments to profit after tax due to NCI - (470)
Adjusted profit after tax attributable to owners of the Parent Company 23,041 27,544
Number of shares for EPS 103,020,581 102,164,466
Reported EPS - pence (21.92) 15.69
Adjusted EPS - pence 22.37 26.96
The Directors present adjusted operating profit, adjusted profit before tax
and adjusted profit after tax as alternative performance measures in order to
provide relevant information relating to the performance of the Group.
Adjusted profits are a reflection of the underlying trading profit and are
important measures used by Directors for assessing Group performance.
Consolidated statement of comprehensive income
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
Revenue 1,291,767 1,317,013
Cost of sales (1,063,755) (1,082,683)
Gross profit 228,012 234,330
Selling and distribution costs (154,152) (155,690)
Administrative expenses (99,148) (63,007)
Other operating income 10,430 8,500
Operating (loss)/profit (14,858) 24,133
Comprising
Adjusted operating profit 43,626 48,880
Acquisition costs (185) (1,124)
Exited businesses 2 (1,860) (581)
Exceptional items 3 (38,296) (11,962)
Share based payments 10 (4,493) 888
Employer taxes on share based payments 10 (161) 419
Amortisation of brands, customer relationships, and supplier relationships (13,489) (12,387)
(14,858) 24,133
Share of profit after tax from associate - 84
Other gains and losses 4 (2,577) 8,621
Finance income 1,030 812
Finance costs 5 (14,105) (11,339)
(Loss)/profit before taxation (30,510) 22,311
Taxation 7,929 (5,349)
(Loss)/profit after taxation (22,581) 16,962
(Loss)/profit for the financial year attributable to:
The Company's equity shareholders (22,581) 16,030
Non-controlling interest - 932
(22,581) 16,962
Basic (loss)/earnings per share 6 (21.92)p 15.69p
Diluted (loss)/earnings per share 6 (21.92)p 15.18p
Consolidated statement of comprehensive income
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
(Loss)/profit for the financial year (22,581) 16,962
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on retirement benefit obligations (75) (286)
Taxation 8 -
Items that may be reclassified subsequently to profit or loss:
Foreign exchange losses on consolidation (275) (5,483)
Other comprehensive income for the financial year, net of tax (342) (5,769)
Total comprehensive income for the year (22,923) 11,193
Attributable to:
Owners of the Parent Company (22,923) 10,696
Non-controlling interests - 497
Total comprehensive income for the year (22,923) 11,193
Consolidated statement of financial position
as at 31 December 2025
Notes 2025 2024
£'000 £'000
Assets
Non-current assets
Investments 910 393
Goodwill 60,443 60,418
Intangible assets 82,300 123,547
Right of use assets 17,849 19,038
Property, plant and equipment 18,372 19,709
Derivative financial instruments 741 1,608
Deferred tax assets - 151
180,615 224,864
Current assets
Inventories 185,091 174,448
Derivative financial instruments 427 572
Current tax asset 3,445 4,057
Trade and other receivables 201,753 197,562
Cash and cash equivalents 53,983 49,160
444,699 425,799
Liabilities
Current liabilities
Trade and other payables (242,982) (213,567)
Put option liabilities over non-controlling interests (4,651) (11,682)
Deferred and contingent considerations (398) (3,835)
Borrowings and financial liabilities 7 (37,115) (45,048)
Current tax liabilities (1,856) (1,339)
(287,002) (275,471)
Net current assets 157,697 150,328
Total assets less current liabilities 338,312 375,192
Non-current liabilities
Trade and other payables (1,358) (2,645)
Deferred and contingent considerations (1,719) (1,758)
Borrowings and financial liabilities 7 (163,940) (157,541)
Deferred tax liabilities (7,833) (20,574)
Retirement benefit obligations (2,025) (2,005)
Provisions (1,366) (1,515)
(178,241) (186,038)
Net assets 160,071 189,154
Consolidated statement of financial position
as at 31 December 2025
Notes 2025 2024
£'000 £'000
Equity
Share capital 8 1,045 1,042
Share premium 116,959 116,959
Share based payment reserve 5,247 5,489
Investment in own shares (612) (616)
Retained earnings 42,163 69,739
Translation reserve (4,931) (4,656)
Put option reserve - (6,933)
Capital redemption reserve 50 50
Other reserve 150 150
Equity attributable to owners of the Parent Company 160,071 181,224
Non-controlling interests - 7,930
Total equity 160,071 189,154
Consolidated statement of changes in equity
for the year ended 31 December 2025
Share Share premium Investment in own shares Retained Other reserves Equity attributable to owners of the Parent Non-controlling interests Total
capital
earnings
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(note 8) (note 8) (note 9)
Balance at 1 January 2025 1,042 116,959 (616) 69,739 (5,900) 181,224 7,930 189,154
Loss for the year - - - (22,581) - (22,581) - (22,581)
Other comprehensive income - - - (67) (275) (342) - (342)
Total comprehensive income for the year - - - (22,648) (275) (22,923) - (22,923)
Shares issued (note 8) 3 - (3) - - - - -
Share based payments - - - - 4,353 4,353 - 4,353
Deferred tax on share based payments - - - - (952) (952) - (952)
Share options exercised - - 7 3,642 (3,643) 6 - 6
Acquisition of non-controlling interest (note 11) - - - 997 6,933 7,930 (7,930) -
Dividends paid (note 12) - - - (9,567) - (9,567) - (9,567)
Transactions with owners 3 - 4 (4,928) 6,691 1,770 (7,930) (6,160)
Balance at 31 December 2025 1,045 116,959 (612) 42,163 516 160,071 - 160,071
Consolidated statement of changes in equity
for the year ended 31 December 2024
Share Share premium Investment in own shares Retained Other reserves Equity attributable to owners of the Parent Non-controlling interests Total
capital
earnings
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(note 8) (note 8) (note 9)
Balance at 1 January 2024 1,033 116,959 (616) 63,093 (7,214) 173,255 22,889 196,144
Profit for the year - - - 16,030 - 16,030 932 16,962
Other comprehensive income - - - (286) (5,048) (5,334) (435) (5,769)
Total comprehensive income for the year - - - 15,744 (5,048) 10,696 497 11,193
Shares issued (note 8) 9 - (9) - - - - -
Share based payments - - - - (957) (957) - (957)
Deferred tax on share based payments - - - - (115) (115) - (115)
Share options exercised - - 9 4,280 (4,282) 7 - 7
Acquisition of non-controlling interest (note 11) - - - 3,740 11,716 15,456 (15,456) -
Dividends paid (note 12) - - - (17,118) - (17,118) - (17,118)
Transactions with owners 9 - - (9,098) 6,362 (2,727) (15,456) (18,183)
Balance at 31 December 2024 1,042 116,959 (616) 69,739 (5,900) 181,224 7,930 189,154
Consolidated statement of cash flows
for the year ended 31 December 2025
Notes 2025 2024
£'000 £'000
Cash flows from operating activities
(Loss)/profit before tax (30,510) 22,311
Depreciation 11,637 10,568
Amortisation 13,905 12,675
Loss on disposals 4,694 4,637
Impairments of assets 3 27,035 -
Share based payments 4,353 (957)
Foreign exchange gains 836 (3,108)
Gain on remeasurement of previously held equity - (1,205)
Share of profit after tax from associate - (84)
Purchase of derivatives (491) -
Finance income (1,030) (812)
Finance costs and other gains and losses 16,682 3,923
Cash inflow from operations before changes in working capital 47,111 47,948
Increase in inventories (10,643) (8,112)
(Increase)/decrease in trade and other receivables (4,191) 13,778
Increase/(decrease) in trade and other payables 27,924 (7,566)
Cash inflow from operations 60,201 46,048
Income tax paid (4,554) (10,764)
Net cash inflow from operating activities 55,647 35,284
Cash flows from investing activities
Acquisition of subsidiaries net of cash acquired - (12,937)
Deferred and contingent consideration paid (3,781) (12,993)
Purchase of investments held for trading (517) (393)
Purchase of intangible assets (5,544) (9,487)
Purchase of plant and equipment (5,374) (5,414)
Proceeds on disposal of plant and equipment 384 401
Interest received 1,030 812
Net cash used in investing activities (13,802) (40,011)
Net cash flows from financing activities
Proceeds on exercise of share options 10 6 7
Acquisition of non-controlling interest 11 (6,798) (11,853)
Dividends paid 12 (9,567) (17,118)
Invoice financing and short term borrowing outflows 7 (7,718) (4,671)
Proceeds from borrowings 7 8,988 49,333
Repayment of loans 7 (1,447) (884)
Interest paid (13,323) (10,712)
Interest on leases (781) (779)
Capital element of lease payments 7 (5,495) (4,628)
Net cash outflow from financing activities (36,135) (1,305)
Net increase/(decrease) in cash and cash equivalents 5,710 (6,032)
Cash and cash equivalents at beginning of financial year 45,403 52,053
Effects of exchange rate changes (59) (618)
Cash and cash equivalents at end of financial year 51,054 45,403
Comprising:
Cash at bank 53,983 49,160
Bank overdrafts (2,929) (3,757)
51,054 45,403
A reconciliation of debt is included in note 7.
Notes to the consolidated financial statements
1. Accounting policies
General information and nature of operations
Midwich Group plc ("the Company") is a public limited company incorporated in
England and Wales and listed on the London Stock Exchange's Alternative
Investment Market ("AIM"). The principal activity of Midwich Group plc and its
subsidiary companies ("the Group") is the distribution of audio visual
solutions to trade customers.
Basis of preparation
The consolidated financial statements of Midwich Group plc have been prepared
in accordance with International Accounting Standards ("IAS") adopted in the
United Kingdom of Great Britain and Northern Ireland ("United Kingdom" and
"UK") and in conformity with the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost
convention as modified for financial instruments at fair value and in
accordance with applicable accounting standards.
The Directors have adopted the going concern basis in preparing the financial
information. In assessing whether the going concern assumption is appropriate,
the Directors have taken into account all relevant available information about
the foreseeable future.
In accordance with Section 435 of the Companies Act 2006, the Group confirms
that the financial information for the years ended 31 December 2025 and 2024
are derived from the Group's financial statements and that these are not
statutory accounts and , as such, do not contain all information required to
be disclosed in the financial statements in accordance with UK-adopted
International Accounting Standards. The statutory accounts for the year
ended 31 December 2024 have been delivered to the Register of Companies. The
statutory accounts for the year ended 31 December 2025 have been audited and
approved but have not been filed. The Group's audited financial statements
for the year ended 31 December 2025 received an unqualified audit opinion and
the auditor's report contained no statement under section 498(2) or 498(3) of
the Companies Act 2006. The financial information contained within this full
year results statement was approved and authorised for issue by the Board on
16 March 2026. The Group financial statements have been prepared under the
historical cost convention and under the basis of going concern. The
principal accounting policies adopted are consistent with those disclosed in
the financial statements for the year ended 31 December 2024.
Going concern
In considering the going concern basis for preparing the financial statements,
the Board considers the Group's objectives and strategy, its principal risks
and uncertainties in achieving its goals and objectives, which are set out in
the Strategic Report.
The Board has undertaken a review of going concern under three scenarios: 1)
our base plan, 2) a downside scenario and 3) a reverse stress test for the
period to 31 December 2027.
The sensitivity and reverse stress tests are based on a model that allows the
Group to assess its liquidity, solvency and compliance with banking covenants
based on inputs for future trading performance. Varying the inputs into the
model allows the Group to assess the impact of potential adverse trading
conditions.
The sensitivity analysis is based on revenue remaining broadly flat compared
to 2025. The reverse stress test model is based on a decrease in revenue of
approximately £200m in comparison to 2025. Both scenarios also include the
impact of changes in gross profit margin and other mitigations in respect of
overheads and capital expenditure.
The Directors consider the working capital and finance facilities of the
business to be adequate to fund its operations and growth strategy.
The Group has a variety of finance facilities available to it including a
revolving credit facility ("RCF") and secured invoice discounting facilities.
The RCF expires in 2028 and the secured invoice discounting facilities require
renewal within the forecast period.
The Group is subject to covenant testing on a biannual basis at its half year
and full year reporting dates under the RCF agreement. The two RCF covenants
are Group Leverage and Interest Cover and are specifically defined in the RCF
agreement. The definition of the Group Leverage covenant is the adjusted net
debt to adjusted EBITDA ratio included in the alternative performance
measures. The definition of the Interest Cover covenant is the adjusted EBITDA
to adjusted net finance costs ratio included in the alternative performance
measures. The adjusted net debt in the Group Leverage covenant can be no
higher than 3 times the adjusted EBITDA. The adjusted EBITDA in the Interest
Cover covenant must be at least 4 times adjusted net finance costs. Neither of
the covenants are breached in 2026 or 2027 under the base case scenario.
The Directors are confident that they will be able to renew the secured
invoice discounting facilities given the secured nature of the facility and
state of the business. Notwithstanding, this represents an uncertainty and
further models (base plan and reverse stress test) have been prepared to
assess going concern without the use of on demand facilities. The base case
continues to demonstrate the Group's ability to continue as a going concern.
The reverse stress test demonstrates that the Group can withstand severe
adverse trading conditions and would breach covenants in December 2026, which
would provide sufficient time to implement the necessary actions to avoid
this. In assessing the ability to withstand severe adverse trading
conditions, the Directors have also considered mitigating actions available to
them.
There are no material uncertainties that cast significant doubt on the Group's
ability to continue as a going concern and the Group continues to adopt the
going concern basis in preparing consolidated financial statements. The
Group's strategy remains unchanged and will continue to focus on profitable
organic growth complemented by targeted acquisitions.
Use of alternative performance measures
The Group has defined certain measures used within the business for assessing
and managing performance. These measures are not defined under IAS and they
may not be directly comparable with other companies' adjusted measures. The
Group discloses the adjustments to IAS measures to provide transparency over
the costs that are excluded from the alternative performance measures. The
alternative performance measures provide a materially different presentation
of the Group's performance compared to IAS measures. The alternative
performance measures are not a substitute for IAS measures and are presented
with the adjustments to IAS measures to provide supplementary information for
assessing performance in accordance with IAS measures.
· Constant currency: This adjusted measure applies the current year's
exchange rates to the prior year's results to eliminate the impact of foreign
exchange movements, which are outside of management's control.
· Growth at constant currency: This measure shows the year on year
change in performance at constant currency.
· Organic growth: This is defined as growth at constant currency
excluding acquisitions until the first anniversary of their consolidation.
· Adjusted operating profit: Adjusted operating profit is disclosed to
indicate the Group's underlying profitability. It is defined as operating
profit before acquisition costs, operating profits or losses of exited
businesses (see below), exceptional items, share based payments and associated
employer taxes, and amortisation of brand, customer and supplier relationship
intangible assets and impairments.
· Adjusted EBITDA: This represents operating profit before acquisition
costs, operating profits or losses of exited businesses, exceptional items,
share based payments and associated employer taxes, depreciation,
amortisation, and impairments.
· Adjusted net finance costs: This represents finance income, finance
costs, gains and losses on foreign exchange derivatives, and gains and losses
on investment derivatives excluding those of exited businesses.
· Adjusted profit before tax: This is adjusted operating profit plus
share of profit after tax from associate less adjusted net finance costs.
· Adjusted taxation: This represents taxation less the tax impact of the
adjusting items included within adjusted profit before tax.
· Adjusted profit after tax: This is adjusted profit before tax less
adjusted taxation.
· Adjusted profit after tax attributable to non-controlling interest:
This represents non-controlling interest less the impact of adjusting items
included within adjusted profit after tax.
· Adjusted EPS: This is EPS calculated based on adjusted profit after
tax minus adjusted non-controlling interest share of profit after tax instead
of profit after tax minus non-controlling interest share of profit after tax.
· Adjusted net debt: This is net debt excluding lease liabilities. Net
debt is borrowings less cash and cash equivalents.
· Adjusted return on capital employed: adjusted operating profit divided
by adjusted capital employed.
· Adjusted capital employed: Total equity, plus net debt, plus
accumulated amortisation on intangible assets measured at fair value in
business combinations, minus right of use assets, and minus acquisition
liabilities. Acquisition liabilities comprise deferred considerations, which
includes contingent considerations, and put option liabilities over
non-controlling interests.
· Adjusted increase/(decrease) in trade and other payables: This is the
increase/(decrease) in trade and other payables adjusted to exclude the
movement on trade and other payables for cash settled share based payments and
employer taxes on share based payments.
· Adjusted cash flow from operations: This is adjusted EBITDA plus
movements in inventories, trade and other receivables and the adjusted
increase/(decrease) in trade and other payables.
· Adjusted cash flow conversion: This is the percentage of adjusted cash
flow from operations to adjusted EBITDA.
· Adjusted net debt to adjusted EBITDA ratio: This is calculated as per
the Group's RCF debt facility covenant and is described as the Group Leverage
covenant. The calculation of adjusted EBITDA for the covenant differs from the
calculation of the Group's Adjusted EBITDA alternative performance measure as
it excludes pension costs and includes the benefit of proforma annualised
earnings for acquisitions completed in the last 12 months.
· Adjusted EBITDA to adjusted net finance costs ratio: This is
calculated as per the Group's RCF agreement and is described as the Interest
Cover covenant. The calculation of adjusted EBITDA for the covenant differs
from the calculation of the Group's adjusted EBITDA alternative performance
measure as it excludes pension costs and includes the benefit of proforma
annualised earnings for acquisitions completed in the last 12 months.
Exited businesses are business activities that are sold, disposed of, or
committed to closure during the financial year. Exited businesses are
identified separately for the purpose of reporting revenue and alternative
performance measures. The results of exited businesses are disclosed
separately for the current and prior year as an alternative performance
measure. Exited businesses do not meet the definition of discontinued
operations in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations because they are not separate major lines of business
and do not represent major geographical regions. Therefore, the results are
not restated for the disclosure of a discontinued operation. However, exited
businesses are presented separately in the current and prior year as an
alternative performance measure. Further details of exited businesses are
included in note 2.
A reconciliation of statutory measures to adjusted performance measures is
provided in note 14. Adjusted performance measures are also provided in the
financial highlights within the Strategic Report.
Accounting judgements and sources of estimation uncertainty
The preparation of financial statements in accordance with the principles of
the IASs requires the Directors to make judgements and use estimation
techniques to provide a fair presentation of the Group's financial position
and performance. Accounting judgements represent the accounting decisions made
by the Directors that have the most significant effect on amounts recognised
in the financial statements. Sources of estimation uncertainty represent the
assumptions made by management that carry significant risks of a material
adjustment to the value of assets and liabilities within the next financial
year. Judgements and estimates are evaluated based on historical experience,
continuing developments within the Group, and reasonable expectations of
future events. Judgements and estimates are subject to regular review by the
Directors.
Significant accounting judgements made by the Group in preparing the financial
statements
Put options over non-controlling interests
For all acquisitions of subsidiaries where the Group has acquired less than
100% of the legal form of ownership, it has entered into put and call options
over the remaining interest in the subsidiary. The options allow the Group to
exercise a call option to acquire the remaining interest from the owners and
for the owners to exercise a put option to sell the remaining interest to the
Group on the symmetrical terms. Theoretically the option will be exercised
irrespective of whether it has an intrinsic positive or negative value because
logically either the Group will exercise the option if it has an intrinsic
positive value, or the owners of the remaining interest will exercise the
option if it has an intrinsic negative value.
The significant accounting judgement is whether to recognise the
non-controlling interest and the put option liability or to derecognise the
non-controlling interest and put option liability and recognise the future
payment of the option as deferred or contingent consideration. The latter
approach is based on the economic substance of the anticipated acquisition of
the remaining interest. The Group could adopt this approach if it made a
judgement that the Group had access to returns from the remaining interest.
The Group's judgement is that while it is almost certain that put and call
options will exercise, the former approach is more prudent. Therefore, the
Group has always recognised the non-controlling interest and put option
liability when it has acquired less than 100% of the legal form of ownership.
Where the Group has recognised put option liabilities over non-controlling
interests, it is required to make a judgement over the subsequent measurement
of the instrument. The amounts payable for all the put option liabilities the
Group has entered vary based on the performance of the underlying entities
over which the put option liabilities have been granted. The judgement the
Group must make is over whether any changes in performance of the underlying
entity constitute a modification of the contractual cash flows of the
instrument.
If the Group judges that changes in performance of the underlying entity that
result in a variation of the amount payable for the put option constitute a
modification of the contractual cash flows, then the Group is required to
remeasure the put option liability to present value with a corresponding gain
or loss recognised in the income statement. If the Group judges that changes
in performance do not constitute a modification of the contractual cash flows,
then the put option would be held at amortised cost without a subsequent
remeasurement. Where the Group's put option liabilities are held at amortised
cost without subsequent remeasurement, there would be a difference between the
amortised cost and the final settlement. The difference between the amortised
cost of the instrument and the settlement would be transacted in equity as per
the acquisition of a non-controlling interest.
The Group has judged that changes in performance of the underlying entities
that result in variations in the amount payable to settle the put option
liabilities are modifications of the contractual cash flows and should result
in the remeasurement of the put option liability to present value. The Group
has made this judgement because the variable nature of the settlement of the
options means they are always subject to potential negotiation. This
accounting judgement significantly reduces the measurement inconsistency
between the Group's put option liabilities and contingent considerations.
Capitalisation of development costs
The Group has exercised judgement over whether development of the Group's
Enterprise Resource Planning system meets recognition criteria as an
intangible asset arising from development. The judgement includes whether the
development activities have advanced sufficiently and meet all the
recognition criteria. The recognition criteria are whether development is
proven to be technically feasible, the Group will have the ability to use the
asset, it is probable that the asset will generate future economic benefits,
the Group has adequate resources to complete the development, the Group
intends to complete development, and the Group can reliably measure
expenditure on the attributable to the development. The carrying value of the
Group's Enterprise Resource Planning system is also a source of estimation
uncertainty as disclosed below.
Revenue vs agent revenue recognition
To determine the revenue recognition accounting policy, management of the
Group has exercised judgement over whether it controls goods provided to
customers for all the sources of revenue. These judgements determine whether
revenue should be recognised on a gross principal or net agent basis. The
Group assessed the indicators of control over goods. The indicators of control
include whether it has responsibility for the performance obligation of the
goods, inventory risk, and discretion over pricing of the goods. Where the
Group determined that it has control over the goods provided, it has set an
accounting policy to recognise revenue on a gross principal basis. Where the
Group determined that it does not have control over the goods provided, it has
set an accounting policy to recognise revenue on a net agent basis.
The Group incurs inventory risk for the sales of most goods. The Group incurs
the price volatility risk due to changes in the price of the goods or
transportation costs for the sale of most goods. The Group has responsibility
for customer satisfaction over the performance obligations for the sales of
most goods and services. Only in rare circumstances relating to the sales of
some licences and software did the Group identify that it acts as an agent.
The Group judged that it acted as an agent in respect of the sale of some
licences and software when the licences were sold independently of the sales
of hardware. The Group judged it acted as an agent for licences and software
sales when it obtained the licences and software as needed by the customer and
was not responsible for the acceptability of the software and whether it meets
the customer's needs.
Exceptional items
Exceptional items are amounts that are disclosed separately to provide
transparency and comparability. The management of the Group has exercised
judgement over which items to present as exceptional items.
Cash generating units
The Group is required to perform annual impairment tests for goodwill. To
perform the impairment test for goodwill, the Group is required to allocate
goodwill to its cash generating units from the date of acquisition. The Group
has exercised judgement in determining its cash generating units. Cash
generating units are the smallest identifiable group of assets that generates
cash inflows that are largely independent of the cash inflows from other
assets or groups of assets. The Group has judged that its smallest cash
generating units are not smaller than its reportable segments for its
impairment review of the carrying value of goodwill and for impairment
assessments of acquired intangible assets.
Significant sources of estimation uncertainty facing the Group in preparing
the financial statements
Inventory write down
The Group is required to write inventory down to the lower of cost and net
realisable value. To determine the write down of inventory, the Group
estimates the future sales volumes, sales prices, costs to sell inventory, and
shrinkage.
The Group uses a range of different techniques to write down inventory to the
lower of cost and net realisable value including a formulaic methodology based
on the age of inventory. The aged inventory methodology writes down inventory
by a specific percentage based on time elapsed from purchase date and these
specific percentages are based on historical data.
The uncertainty associated with estimating the write down of inventory is
whether the realisable value on sale or disposal of inventory approximates the
value of inventory after write downs have been applied. The ultimate sale or
disposal of inventory results in a reversal of the write down against the cost
of inventory disposed with a potential gain or loss depending upon the
accuracy of the estimation.
If each write down percentage applied to inventory were increased by 10
percentage points then the total write down against inventory held at the
reporting date would increase by £5,972k. This increase excludes inventory on
which no write down has been applied and is subject to an increase up to a
maximum write down of 100%.
If each write down percentage applied to inventory were decreased by 10
percentage points then the total write down against inventory held at the
reporting date would decrease by £5,758k. This decrease is subject to a
minimum write down of 0%.
Fair value of separately identifiable intangible assets in business
combinations
The Group is required to calculate the fair value of identifiable assets and
liabilities acquired in business combinations. To estimate the fair value of
separately identifiable assets in business combinations, certain assumptions
must be made about future trading performance, royalty rates, customer
attrition rates, and supplier contract renewal rates.
Contingent considerations and put option liabilities
The Group is required to record contingent considerations at fair value. The
Group initially measures put option liabilities at present value and
subsequently measures put option liabilities at amortised cost using the
effective interest rate method. The put option liabilities are subsequently
remeasured to present value when there are modifications in the contractual
cash flows during the year.
The Group uses a range of present valuation techniques, including both the
discount rate adjustment technique and the expected present value technique,
to determine the fair values of contingent considerations and the present
values of put option liabilities. Subsequent measurements to fair value and
remeasurement to present value can result in significant increases or
decreases in the value of the liability.
Impairment assessments of goodwill and intangible fixed assets
The Group has goodwill of £60,443k (2024: £60,418k) and in the prior year
had assets arising from development that are not available for use of £632k.
These assets are required to be tested for impairment annually. In addition to
assets that are required to be tested annually, the Group also recognised an
impairment in respect of an intangible asset that has indications of
impairment.
The Group's impairment assessments are based on present value techniques that
calculate the recoverable amounts for assets being tested for impairment. The
present value techniques used for impairment tests require management
judgement and estimation over forecast profitability and cash flows of cash
generating units, and selection of appropriate discount rates.
The Group has used reasonable and prudent assumptions over forecast
profitability and cash flows to calculate recoverable amounts. Changes to the
calculation of recoverable amounts that reflect reasonable and possible
alternative key assumptions would lead to an increase or decrease in the
amount by which recoverable amount exceeds carrying amount or an increase or
decrease in impairments.
2. Segmental reporting
Operating segments
For the purposes of segmental reporting, the Group's Chief Operating Decision
Maker ("CODM") is the Chief Executive. The Group distributes audio visual
solutions to trade customers. The Board reviews attributable revenue,
expenses, assets and liabilities by geographic region and makes decisions
about resources and assesses performance based on this information. Therefore,
the Group's operating segments are geographic in nature.
Year ended 31 December 2025
UK & Ireland EMEA Asia Pacific North America Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 508,273 537,871 44,012 201,611 - 1,291,767
Gross profit 94,478 90,454 7,292 35,788 - 228,012
Gross profit % 18.6% 16.8% 16.6% 17.8% - 17.7%
Adjusted operating profit/(loss) 25,665 19,912 (612) 5,151 (6,490) 43,626
Costs of acquisitions - - - - (185) (185)
Exited businesses - (1,077) - (783) - (1,860)
Restructuring costs (1,826) (4,526) (111) (1,942) (246) (8,651)
Impairments and derecognition of assets (27,035) (298) - (4,090) - (31,423)
Insurance claim for inventory fire loss - 1,778 - - - 1,778
Share based payments (1,680) (1,150) (113) (388) (1,162) (4,493)
Employer taxes on share based payments (46) (33) 1 (10) (73) (161)
Amortisation of brands, customer and supplier relationships (5,392) (4,089) (236) (3,772) - (13,489)
Operating (loss)/profit (10,314) 10,517 (1,071) (5,834) (8,156) (14,858)
Other gains and losses, and interest (15,652)
Loss before taxation (30,510)
Year ended 31 December 2025
UK & Ireland EMEA Asia Pacific North America Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Segment net assets
Segment assets 269,498 241,816 20,436 93,507 57 625,314
Segment liabilities (229,562) (155,216) (20,409) (59,630) (426) (465,243)
39,936 86,600 27 33,877 (369) 160,071
Depreciation 5,673 3,998 723 1,243 - 11,637
Amortisation 5,584 4,119 254 3,948 - 13,905
Impairment 27,035 - - - - 27,035
Year ended 31 December 2025
UK Germany USA Other Total
£'000 £'000 £'000 £'000 £'000
Segment country information
Non-current assets excluding deferred tax and derivatives 84,752 25,021 18,889 51,212 179,874
Year ended 31 December 2024
UK & Ireland EMEA Asia Pacific North America Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Revenue 476,370 569,912 45,925 224,806 - 1,317,013
Gross profit 85,775 95,860 7,511 45,184 - 234,330
Gross profit % 18.0% 16.8% 16.4% 20.1% - 17.8%
Adjusted operating profit 19,728 25,196 (826) 9,509 (4,727) 48,880
Costs of acquisitions - - - - (1,124) (1,124)
Exited businesses - (404) - (177) - (581)
Restructuring costs (874) (1,500) (92) (498) (56) (3,020)
Derecognition of assets (4,651) - - - - (4,651)
Loss of inventory due to fire - (4,291) - - - (4,291)
Share based payments 140 364 (7) 9 382 888
Employer taxes on share based payments 129 180 12 2 96 419
Amortisation of brands, customer and supplier relationships (4,552) (4,121) (249) (3,465) - (12,387)
Operating profit 9,920 15,424 (1,162) 5,380 (5,429) 24,133
Share of profit after tax from associate 84
Other gains and losses, and interest (1,906)
Profit before taxation 22,311
Year ended 31 December 2024
UK & Ireland EMEA Asia Pacific North America Other Total
£'000 £'000 £'000 £'000 £'000 £'000
Segment net assets
Segment assets 272,925 255,350 21,839 100,487 62 650,663
Segment liabilities (216,188) (166,086) (20,621) (58,461) (153) (461,509)
56,737 89,264 1,218 42,026 (91) 189,154
Depreciation 4,544 3,683 870 1,471 - 10,568
Amortisation 4,640 4,161 258 3,616 - 12,675
Year ended 31 December 2024
UK Germany USA Other Total
£'000 £'000 £'000 £'000 £'000
Segment country information
Non-current assets excluding deferred tax and derivatives 95,797 25,685 27,127 74,496 223,105
Other than those presented in the tables above, there were no other
non-current assets excluding deferred tax in any country that amounted to more
than 10%. Revenue from the United Kingdom, being the domicile of the Company,
amounted to £480,187k (2024: £455,935k). Revenue from Germany amounted to
£168,774k (2024: £225,376k) and revenue from the USA amounted to £143,011k
(2024: £152,987k). There was no other revenue from a country that amounted to
more than 10% of total revenue.
Segment revenues above are generated from external customers. The accounting
policies of the reportable segments have been consistently applied. In
addition to the external revenue reported by segment the UK & Ireland
segment made £21,901k (2024: £16,632k) of intercompany sales. The EMEA
segment made £48,590k (2024: £40,788k) of intercompany sales. The Asia
Pacific segment made £425k (2024: £640k) of intercompany sales. The North
America segment made £136k (2024: £148k) of intercompany sales.
No single customer contributed 10% or more to the Group's revenue in any
period presented.
Exited businesses
Exited businesses include certain results in the EMEA and North America ("NA")
segments.
The results of exited businesses included within the segments for each year is
as follows:
Year ended 31 December 2025
EMEA exited businesses NA exited businesses Total
£'000 £'000 £'000
Revenue 20,295 656 20,951
Gross profit 2,184 656 2,840
Gross profit % 10.8% 100.0% 13.6%
Operating loss (1,077) (783) (1,860)
Finance cost (145) (12) (157)
Loss before taxation (1,222) (795) (2,017)
Taxation 183 207 390
Loss after taxation (1,039) (588) (1,627)
Year ended 31 December 2024
EMEA exited businesses NA exited businesses Total
£'000 £'000 £'000
Revenue 23,455 4,034 27,489
Gross profit 2,945 2,575 5,520
Gross profit % 12.6% 63.8% 20.1%
Operating loss (404) (177) (581)
Finance cost (295) (17) (312)
Loss before taxation (699) (194) (893)
Taxation 105 50 155
Loss after taxation (594) (144) (738)
The exited businesses in the EMEA segment are the results of the EMEA's
operations in Switzerland under the MobilePro brand name. The MobilePro brand
name was acquired on 17 January 2019 as part of the acquisition of MobilePro
AG.
The exited businesses in the North America segment are the results of the
North America's operations in the West Coast of the USA under The Farm brand
name. The Farm brand name was acquired on 19 January 2024 as part of the
acquisition of The Farm Norcal LLC and The Farm North West LLC.
3. Exceptional items
2025 2024
£'000 £'000
Restructuring costs 8,651 3,020
Losses on derecognition of acquired intangibles 4,388 -
Losses on derecognition of development costs - 4,651
Impairment of Enterprise Resource Planning ("ERP") software asset 27,035 -
Losses of inventory due to fire - 4,291
Insurance claim for inventory losses due to fire (1,778) -
38,296 11,962
All exceptional items have all been recognised in administrative expenses
apart from the insurance claim, which is in other income.
The Group's restructuring costs were incurred for reorganising its operations
in all geographies. Restructuring costs include the costs of reorganising
business activities including redundancies, the costs of closing unprofitable
business lines, and the costs associated with exiting business operations.
The losses on derecognition of acquired intangible assets relate to the
derecognition of brand names, customer relationships, and supplier
relationships related to the exited businesses. The acquired intangible assets
were derecognised as they related to exited businesses. See note 2 for details
of the exited businesses.
The loss on derecognition of development costs arose in 2024 on the initial
deployment of the Group's ERP system. The derecognition costs related to a
pilot prototype developed during the creation of the main platform. The
carrying value of the asset was derecognised when the main platform became
available for use.
The impairment loss on the ERP software asset occurred due to the Group's
decision to reassess the deployment of the system. The Group altered its plans
for the deployment of the ERP system to pursue the benefits of digital tools
and AI, and our reassessment of the cost, pace, and risks associated with the
ERP deployment. The revised deployment significantly reduced the available
benefits from the asset that had been capitalised and resulted in an
impairment. The carrying value of the ERP was impaired down to a value of
£2,499k representing the value in use for the instance of the ERP that has
been deployed.
The loss of inventory due to fire occurred in the United Arab Emirates on 21
December 2024. The fire resulted in the total loss of the Group's inventory at
that location. The Group has adequate insurance to recover the loss of
inventory and any resulting disruption to trade. Further details are available
in note 13.
The insurance claim relates to a claim for inventory lost in the warehouse
fire. The claim has been agreed with the insurer and was partly settled during
the year with the outstanding amount of the claim to be settled in 2026.
Further details are included within note 13.
4. Other gains and losses
Analysis of the Group's other gains/(losses)
2025 2024
£'000 £'000
Foreign exchange derivative (losses)/gains (185) 396
Investment derivative (losses)/gains (19) 1
Borrowings derivative losses (1,298) (423)
Foreign exchange (losses)/gains on borrowings (975) 1,631
Gains on deferred and contingent considerations 121 7,499
Losses on deferred and contingent considerations (454) (854)
Gains on put option liabilities 233 865
Losses on put option liabilities - (1,699)
Gain on remeasurement of previously held equity interest - 1,205
(2,577) 8,621
Included within other gains and losses are amounts that are presented on a net
basis to reflect the substance of a group of similar transactions. However,
gains and losses have been presented separately if they are material. Gains
and losses on deferred and contingent consideration include amortised
interest, foreign exchange gains and losses, and changes in fair value. Gains
and losses on put option liabilities include amortised interest, foreign
exchange gains and losses, and changes due to subsequent remeasurement to
present value.
5. Finance costs
2025 2024
£'000 £'000
Interest on overdraft and invoice discounting 3,404 2,780
Interest on leases 781 779
Interest on loans 9,836 7,698
Other interest costs 84 82
14,105 11,339
Interest costs of £80k (2024: £1,547k) have been capitalised as part of the
intangible asset arising from development using an interest rate of 1.6% plus
the Bank of England base rate in the current and prior year.
6. (Loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the profit/(loss)
after tax attributable to equity shareholders of the Company by the weighted
average number of shares outstanding during the year. Shares outstanding is
the total shares issued less the own shares held in employee benefit trusts.
Diluted (loss)/earnings per share is calculated by dividing the (loss)/profit
after tax attributable to equity shareholders of the Company by the weighted
average number of shares in issue during the year adjusted for the effects of
all dilutive potential ordinary shares.
2025 2024
(Loss)/profit attributable to equity holders of the Group (£'000) (22,581) 16,030
Weighted average number of shares in outstanding 103,020,581 102,164,466
Potentially dilutive effect of the Group's share option schemes - 3,436,080
Weighted average number of diluted ordinary shares 103,020,581 105,600,546
Basic (loss)/earnings per share (21.92)p 15.69p
Diluted (loss)/earnings per share (21.92)p 15.18p
Basic and diluted (loss)/earnings per share are equal for 2025 since when a
loss is incurred the effect of outstanding share options is considered
anti-dilutive and is ignored for the purpose of the loss per share
calculation.
If the Group had made a profit attributable to equity holders of the Group the
potentially dilutive effect of the Group's share option schemes would be
3,121,511 and the weighted average number of diluted ordinary shares would be
106,142,092.
7. Borrowings
2025 2024
£'000 £'000
Secured borrowings
Bank overdrafts 2,929 3,757
Short term borrowing arrangements 3,908 6,150
Invoice discounting facilities 21,785 26,943
Bank loans 151,378 142,903
Leases 21,055 22,836
201,055 202,589
Current 37,115 45,048
Non-current 163,940 157,541
201,055 202,589
Summary of borrowing arrangements
The Group has overdraft borrowings of £2,929k at the end of 2025 (2024:
£3,757k). The facilities are uncommitted and secured with fixed and floating
charges over the assets of the Group.
At the reporting date the Group had £25,693k (2024: £33,093k) of borrowings
from invoice discounting and short term borrowing facilities. The short term
borrowing facilities are secured with floating charges over the assets of the
Group. The invoice discounting facilities comprise fully revolving receivables
financing agreements that are secured on the underlying receivables. The
facilities have no fixed repayment dates and receivables are automatically
offset against the outstanding amounts of the facility on settlement of the
receivable. The invoice discounting and short term borrowing facilities are
subject to interest at variable rates of between 2 - 10% (2024: 2 - 10%) which
are calculated using the respective base rate of the country in which the
facility is located and a margin that has been agreed with the respective
lender. The invoice discounting and short term borrowing facilities are
repayable on demand.
As at the reporting date the Group had total borrowings of £151,378k (2024:
£142,903k) from long term loan facilities. The total amount of borrowings
available under the Group's RCF as at the end of the current and prior year
reporting date was £175m, of which there was £26,667k (2024: £34,360k) of
undrawn facility available.
The loans are secured with fixed and floating charges over the assets of the
Group. The Group is subject to covenants under its Revolving Credit Facility
("RCF"). The two covenants defined in the RCF agreement are Group Leverage and
Interest Cover. The RCF covenants are required to be tested biannually at the
Group's half year and full year reporting dates. If the Group defaults under
the RCF covenants it may not be able to meet its payment obligations. The
definition of the Group Leverage covenant is the adjusted net debt to adjusted
EBITDA ratio included in the alternative performance measures. The definition
of the Interest Cover covenant is the adjusted EBITDA to adjusted net finance
costs ratio included in the alternative performance measures. The adjusted net
debt in the Group Leverage covenant can be no higher than 3 times the adjusted
EBITDA. The adjusted EBITDA in the Interest Cover covenant must be at least 4
times adjusted net finance costs. As at 31 December 2025, Group Leverage was
2.2x and Interest Cover was 4.7x. Neither of the covenants are breached in the
Group's assessment of going concern using the base case scenario (see note 1).
The RCF expires in June 2028 and is subject to interest at variable rates. The
applicable interest rate is based on SONIA, SOFR, EURIBOR, BBSW and CORRA for
Sterling, US Dollar, Euro, Australian Dollar, and Canadian Dollar borrowings.
The interest rate also includes an additional margin agreed with the lender in
the respective of the country of the borrowings.
Borrowings
2025 2024
£'000 £'000
Borrowings due within 1 year 31,667 38,896
Borrowings due after 1 year 148,333 140,857
Leases 21,055 22,836
201,055 202,589
Reconciliation of liabilities arising from financing activities
2025 2024
£'000 £'000
At 1 January 202,589 162,326
Cash flows:
Invoice financing and short term borrowing outflows (7,718) (4,671)
Proceeds from borrowings 8,988 49,333
Repayment of loans (1,447) (884)
Repayment of overdrafts (828) (325)
Capital element of leases (5,495) (4,628)
Non-cash:
Acquisitions - 2,188
New liabilities arising on leases 4,189 2,227
Disposals on modification or termination of leases (667) (14)
Foreign exchange loss/(gain) 1,444 (2,963)
At 31 December 201,055 202,589
8. Share capital
The total allotted share capital of the Company is:
Allotted, issued and fully paid
2025 2024
Number £'000 Number £'000
Issued and fully paid ordinary shares of £0.01 each
At 1 January 104,245,126 1,042 103,251,326 1,033
Shares issued 300,000 3 993,800 9
At 31 December 104,545,126 1,045 104,245,126 1,042
During the year the Company issued 300,000 shares to the Group's employee
benefit trusts (2024: 993,800).
Employee benefit trust
The Group's employee benefit trusts were allocated the following shares to be
issued on exercise of share options:
2025 2024
Number £'000 Number £'000
At 1 January 1,778,813 616 1,770,282 616
Share issued 300,000 3 993,800 9
Shares issued on exercise of options (741,889) (7) (985,269) (9)
At 31 December 1,336,924 612 1,778,813 616
9. Other reserves
Movement in other reserves for the year ended 31 December 2025
Share based payment reserve Translation reserve Put option reserve Capital redemption reserve Other reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 5,489 (4,656) (6,933) 50 150 (5,900)
Other comprehensive income - (275) - - - (275)
Total comprehensive income for the year - (275) - - - (275)
Share based payments 4,353 - - - - 4,353
Deferred tax on share based payments (952) - - - - (952)
Share options exercised (3,643) - - - - (3,643)
Acquisition of non-controlling interest (note 11) - - 6,933 - - 6,933
Transactions with owners (242) - 6,933 - - 6,691
Balance at 31 December 2025 5,247 (4,931) - 50 150 516
Movement in other reserves for the year ended 31 December 2024
Share based payment reserve Translation reserve Put option reserve Capital redemption reserve Other reserve Total
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 10,843 392 (18,649) 50 150 (7,214)
Other comprehensive income - (5,048) - - - (5,048)
Total comprehensive income for the year - (5,048) - - - (5,048)
Share based payments (957) - - - - (957)
Deferred tax on share based payments (115) - - - - (115)
Share options exercised (4,282) - - - - (4,282)
Acquisition of non-controlling interest (note 11) - - 11,716 - - 11,716
Transactions with owners (5,354) - 11,716 - - 6,362
Balance at 31 December 2024 5,489 (4,656) (6,933) 50 150 (5,900)
10. Share based payments
The Group operates two share option plans, the Long Term Incentive Plan
("LTIP") and the Share Incentive Plan ("SIP"). The Group has made a grant
under the LTIP and SIP during both the current and prior year.
Share Incentive Plan
The Group operates a SIP to which the employees of the Group may be invited to
participate by the Remuneration Committee. Under the SIP, free shares granted
to employees are issued and held in trust during a conditional vesting period.
The SIP shares vest 3 years after the date of grant. The SIP share are settled
in equity once exercised.
Long Term Incentive Plan
The Group also operates an LTIP to which the employees of the Group may be
invited to participate by the Remuneration Committee. Options issued under the
LTIP are exercisable at £0.01 per share. However, the Group has the option to
provide an exemption for this payment. The options vest between 1 and 3 years
after the date of grant, subject to certain service and non-market performance
conditions. The Group has the option to require an extended holding period in
relation to specific options. The options are settled in equity once exercised
except for options issued to employees in certain jurisdictions where
settlement in equity is prohibited. The options issued to employees in
jurisdictions in which settlement in equity is prohibited are issued on the
same basis, except they are settled in cash.
If the options remain unexercised after a period of 10 years from the date of
grant, the options expire. Options are forfeited if the employee leaves the
Group before the options vest.
LTIP and SIP share options issued during the year were valued using Black
Scholes option pricing models and Monte Carlo Simulations where market
conditions applied to options. The fair value of the 2025 options granted and
the assumptions used in the calculation are as follows:
LTIP LTIP LTIP SIP
Date of grant 7 Apr 2025 22 Dec 2025 22 Dec 2025 8 Apr 2025
Number granted 192,750 724,115 999,230 198,000
Share price at date of grant (£) £1.86 £1.80 £1.80 £1.87
Exercise price (£) £0.01 £0.01 £0.01 -
Expected volatility 11.6% 11.6% 11.6% 11.6%
Expected life (years) 1 3 3 3
Risk free rate 3.93% 3.64% 3.64% 3.93%
Expected dividend yield excluded from option 8.83% 8.83% 8.83% 0.0%
Percentage of options expected to vest 96.5% 85.5% 89.9% 70.5%
Fair value at date of grant £306,275 £689,600 £982,360 £261,022
Earliest vesting date 7 Apr 2026 1 Dec 2028 1 Dec 2028 8 Apr 2028
Expiry date 7 Apr 2035 22 Dec 2035 22 Dec 2035 8 Apr 2035
Included within the LTIP issue on 22 December 2025 are 169,500 options issued
to employees that will be settled in cash and 999,230 equity settled options
that have a market based performance condition. The market based condition is
included within the fair value of the equity settled share options at the
grant date. The fair value of the equity settled share options at the grant
date is calculated using the Black Scholes model with effects of the market
based condition incorporated using a Monte Carlo simulation.
LTIP and SIP share options issued during the prior year, which do not have any
market based conditions, were valued using Black Scholes option pricing
models. The fair value of the 2024 options granted and the assumptions used in
the calculation are as follows:
LTIP SIP
Date of grant 29 Nov 2024 8 Apr 2024
Number granted 1,737,431 186,600
Share price at date of grant (£) £2.87 £4.04
Exercise price (£) £0.01 -
Expected volatility 12.3% 12.3%
Expected life (years) 2.33 3
Risk free rate 4.22% 4.54%
Expected dividend yield excluded from option 3.56% 0.0%
Percentage of options expected to vest 92.0% 70.5%
Fair value at date of grant £3,829,048 £531,438
Earliest vesting date 31 Mar 2027 8 Apr 2027
Expiry date 29 Nov 2034 8 Apr 2034
Included within the LTIP issue in 2024 are 159,213 options issued to employees
that will be settled in cash.
The expected volatility is based on the volatility of similar companies in the
industry. The expected life is the average expected period to exercise. The
risk free rate of return is the yield on zero coupon UK Government bonds of a
term consistent with the assumed option life.
The Group recognised expenses of £4,353k (2024: credit of £957k) related to
equity settled share based payment transactions. There is a significant
variation between the expense in the current year and the credit the prior
year. The difference arose because the LTIP options issued in 2022 and 2023
are subject to performance targets, which became unlikely to be met during the
prior year resulting in a significant decrease in the number of options
expected to vest.
During the year the Group altered the non-market performance criteria of the
2023 LTIP options and cancelled 270,800 2024 LTIP options and altered the
non-market performance condition on the remaining options. Both the
cancellation of the share options and the alteration to the non-market
performance condition resulted in an increase in the share based payments
charge for the year. The increase in the share based payments charge for the
alteration of the non-market performance criteria of the 2023 LTIP options was
£1,343k with an additional £99k employer taxes on share options recognised.
The increase in the share based payments charge for the cancellation of the
2024 options was a share based payments charge of £918k with no employer
taxes on share options recognised as the shares were cancelled and will not be
subject to tax.
In addition to equity settled share based payment transactions the Group also
recognised cash settled share based payment transactions including employer
taxes on both cash settled and equity settled options. The Group recognised
costs of £140k (2024: £69k) related to cash settled share based payment
transactions for the principal amount of the share options issued that will be
settled in cash. The Group recognised costs of £161k (2024: credits of
£419k) related to employer taxes on both cash settled and equity share
options during the year. The total carrying amount of liabilities arising from
cash settled share based payment transactions including employer taxes at the
end of the year was £695k (2024: £618k).
A reconciliation of LTIP option movements over the current and prior year
excluding any options to be settled in cash is shown below:
2025 2024
Number of LTIP options Weighted average exercise price Number of LTIP options Weighted average exercise price
£ £
Outstanding at 1 January 4,560,158 0.01 3,885,946 0.01
Granted 1,746,595 0.01 1,578,218 0.01
Cancelled (270,800) 0.01 - 0.01
Lapsed (1,670,851) 0.01 (15,337) 0.01
Exercised (643,789) 0.01 (888,669) 0.01
Outstanding 31 December 3,721,313 0.01 4,560,158 0.01
Weighted average remaining contractual life 1.6 years 1.2 years
A reconciliation of SIP movements over the current and prior year is shown
below:
2025 2024
Number of SIP shares Weighted average exercise price Number of SIP shares Weighted average exercise price
£ £
Outstanding at 1 January 333,600 - 276,300 -
Granted 198,000 - 186,600 -
Lapsed (35,700) - (32,700) -
Exercised (98,100) - (96,600) -
Outstanding at 31 December 397,800 - 333,600 -
Weighted average remaining contractual life 1.5 years 1.5 years
Share options were regularly exercised throughout the year. The average share
price throughout the year was £2.08 (2024: £3.50). As at the year end there
were 391,308 (2024: 727,041) equity settled share options that had vested and
had yet to be exercised.
11. Acquisition of non-controlling interest
During the year the Group acquired the remaining 35% non-controlling interest
in Cooper Projects Limited.
The non-controlling interest in Cooper Projects Limited had a value of
£7,930k and was acquired for a consideration of £6,798k.
£6,933k of the put option reserve was transferred to retained earnings when
the Cooper Projects Limited element of the put option was extinguished
During the prior year the Group acquired the remaining 20% non-controlling
interest in Midwich International Limited and the remaining 49%
non-controlling interest in prodyTel Distribution GmbH.
The non-controlling interest in Midwich International Limited had a value of
£7,572k and was acquired for a consideration of £5,036k paid during the
prior year with a further consideration that was retained, which has a value
of £4,651k and is due to be settled in 2026. The non-controlling interest in
prodyTel Distribution GmbH had a value of £7,884k and was acquired for a
consideration of £6,817k.
£3,866k of the put option reserve was transferred to retained earnings when
the Midwich International Limited element of the put option was extinguished.
£7,850k of the put option reserve was transferred to retained earnings when
the prodyTel Distribution GmbH element of the put option was extinguished.
12. Dividends
On the 4 July 2025 the Company paid a final dividend of £7,756k. Excluding
the effects of waived dividends this equated to 7.5 pence per share. On 17
October 2025 the Company paid an interim dividend of £1,811k. Excluding the
effects of waived dividends this equated to 1.75 pence per share. During the
prior year the Company paid a final dividend of £11,467k and an interim
dividend of £5,651k. Excluding the effects of waived dividends these equated
to 11 and 5.5 pence per share respectively.
The Board is recommending a final dividend of 3.5 pence per share. If
approved, the dividend will be paid on 3 July 2026 to shareholders on the
register on 22 May 2026.
13. Contingent asset
On 21 December 2024 a fire broke out at a neighbouring building to the Group's
warehouse facility in the United Arab Emirates. The fire spread to other
warehouses in the vicinity and resulted in the total loss of the Group's
inventory at that location. No injuries were sustained to any employees or
associates of the Group and there was no loss of life. The Group acted rapidly
to source temporary warehousing and to ensure that immediate customer orders
could be fulfilled. The Group has adequate insurance to recover the loss of
inventory and the resulting disruption to trade. The carrying value of
inventory lost was £4,291k.
The Group has agreed a settlement for a claim on inventory insurance. £1,778k
was received during the year and an additional of £1,769k is expected to be
received in 2026 when the claim is settled. The amount expected to be received
has not been recognised and is a contingent asset.
The Group has separate claims for business interruption and top up cover
provided by a global master program of insurance for both inventory and
business interruption. Due to the poor standards and lack of sophistication of
the insurance market in the United Arab Emirates the Group has been unable to
process the claims under the business interruption insurance to the point
where the receipt of funds is virtually certain.
The top up claim on the global master program of insurance can only be agreed
after the claim on the primary policy, that has contributory claims language
within its policy wording, is agreed. Therefore, the Group has not recognised
reimbursement assets in respect of these additional claims.
The best estimate of the probable future economic benefits resulting from past
events in respect of the claim is £2,694k.
14. Alternative performance measures
2025 2024
£'000 £'000
Operating (loss)/profit (14,858) 24,133
Acquisition costs 185 1,124
Operating loss of exited businesses 1,860 581
Exceptional items 38,296 11,962
Share based payments 4,493 (888)
Employer taxes on share based payments 161 (419)
Amortisation of brands, customer and supplier relationships 13,489 12,387
Adjusted operating profit 43,626 48,880
Depreciation 11,637 10,568
Amortisation of patents and software 416 288
Adjusted EBITDA 55,679 59,736
Increase in inventories (10,643) (8,112)
(Increase)/decrease in trade and other receivables (4,191) 13,778
Adjusted increase/(decrease) in trade and other payables(1) 27,623 (7,216)
Adjusted cash flow from operations 68,468 58,186
Adjusted cash flow conversion 123.0% 97.4%
(Loss)/profit before tax (30,510) 22,311
Acquisition costs 185 1,124
Loss before tax of exited businesses 2,017 893
Exceptional items 38,296 11,962
Share based payments 4,493 (888)
Employer taxes on share based payments 161 (419)
Amortisation of brands, customer and supplier relationships 13,489 12,387
Borrowings derivative losses 1,298 423
Foreign exchange losses/(gains) on borrowings 975 (1,631)
Gain on remeasurement of previously held equity interest - (1,205)
Other gains and losses on deferred and contingent considerations 333 (6,645)
Other gains and losses on put option liabilities over non-controlling (233) 834
interests
Adjusted profit before tax 30,504 39,146
Finance costs (14,105) (11,339)
Finance income 1,030 812
Finance costs of exited businesses 157 312
Foreign exchange derivative (losses)/gains (185) 396
Investment derivative (losses)/gains (19) 1
Adjusted net finance cost (13,122) (9,818)
Adjusted operating profit 43,626 48,880
Share of profit after tax from associate - 84
Adjusted net finance cost (13,122) (9,818)
Adjusted profit before tax 30,504 39,146
(Loss)/profit after tax (22,581) 16,962
Acquisition costs 185 1,124
Loss after tax of exited businesses 1,627 738
Exceptional items 38,296 11,962
Share based payments 4,493 (888)
Employer taxes on share based payments 161 (419)
Amortisation of brands, customer and supplier relationships 13,489 12,387
Borrowings derivative losses 1,298 423
Foreign exchange gains and losses on borrowings 975 (1,631)
Gain on remeasurement of previously held equity interest - (1,205)
Other gains and losses on deferred and contingent considerations 333 (6,645)
Other gains and losses on put option liabilities over non-controlling (233) 834
interests
Tax impact of exceptional costs (10,132) (2,625)
Tax impact of share based payments (1,141) 223
Tax impact of employer taxes on share based payments (38) 112
Tax impact of amortisation of brands, customer and supplier relationships (3,445) (2,849)
Tax impact of foreign exchange losses/(gains) on borrowings (246) 443
Adjusted profit after tax 23,041 28,946
(Loss)/profit after tax (22,581) 16,962
Non-controlling interest (NCI) - (932)
(Loss)/profit after tax attributable to equity holders of the Parent Company (22,581) 16,030
Adjusted profit after tax 23,041 28,946
Non-controlling interest - (932)
Share based payments attributable to NCI - (1)
Employer taxes on share based payments attributable to NCI - 3
Amortisation of brands, customer and supplier relationships attributable to - (630)
NCI
Tax impact attributable to NCI - 158
Adjusted profit after tax attributable to non-controlling interest - (1,402)
Adjusted profit after tax attributable to equity holders of the Parent Company 23,041 27,544
Weighted average number of ordinary shares 103,020,581 102,164,466
Diluted weighted average number of ordinary shares 106,142,092 105,600,546
Adjusted basic earnings per share 22.37 26.96
Adjusted diluted earnings per share 21.71 26.08
(1) Excludes the movement in cash settled share based payments and employer
taxes on share based payments of £301k (2024: 350k).
The full results of exited businesses are included in note 2.
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