REG - Northamber PLC - Preliminary Results
23/12/2025 15:15
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RNS Number : 7126M Northamber PLC 23 December 2025
23 December 2025
Northamber PLC
(the "Company" or the "Group")
Preliminary Results for the year ended 30 June 2025
Chairman's Statement
FY25 was a year of deliberate transition, focused on reshaping Northamber into
a more scalable, value-add technology distribution platform, with broader
geographic reach and a more disciplined economic model.
The year to 30 June 2025 was one of significant strategic progress for the
Group, delivered against a backdrop of challenging market conditions across
the UK technology and AV sectors. Despite this environment, the Group achieved
revenue growth of 13%, increased gross profit by 12%, broadened its geographic
footprint and made meaningful progress in simplifying and strengthening its
operating platform.
While the statutory results reflect a number of one-off restructuring,
integration and legacy clean-up costs, underlying trading performance improved
during the year. The actions taken were deliberate and conservative, aimed at
de-risking the business, accelerating integration and ensuring the Group
enters the new financial year with a more resilient and scalable platform.
Performance Overview
Revenue increased Group-wide by 13% year on year, reflecting a balance between
growth from recent acquisitions and the continued, deliberate exit of
lower-margin vendor lines within the legacy Northamber business. Gross profit
increased by 12%, driven by the ongoing shift toward higher-value audio
visual, unified communications, cyber security and network infrastructure
solutions. These technologies now account for well over 80% of Group revenues
and represent attractive long-term growth areas, supported by increasing
opportunities for services attachment and recurring revenue.
All trading entities owned as at 1 July 2024 delivered a positive contribution
after direct costs, defined as gross profit less directly attributable
operating expenses. Like-for-like ongoing operating costs reduced as a result
of structural simplification, site consolidation and the removal of duplicated
overheads, with the full run-rate benefit expected to be realised in the
second half of FY26. Further efficiencies are expected to be delivered over
time as scale benefits from recent acquisitions are fully embedded across the
Group.
As a listed group operating across multiple jurisdictions, the business
carries a level of central corporate and governance costs that are largely
fixed in nature. At a smaller scale, these six figure costs weigh
disproportionately on reported profitability, despite operating businesses
delivering positive contribution after direct costs. A core focus of the
Group's strategy is therefore to build scale in order to absorb these fixed
costs more effectively and improve underlying returns.
Working capital discipline strengthened during the year. Despite growth and
acquisitions, cash conversion improved materially, with a reduction of
approximately 20 days driven primarily by disciplined stock management. Group
stock reduced by over £2 million during the period. Debtor performance
remained stable and cash levels were broadly consistent year on year,
reflecting tighter procurement, improved forecasting and strengthened
financial controls. The balance sheet remains very strong, supported by a
conservatively valued property portfolio and significant asset backing.
Adjusted EBITDA was -£635k, demonstrating the difficult market conditions
experienced. Reported results were impacted by significant but largely
non-recurring restructuring, acquisition and legacy costs, as described
below.
Strategic Progress
A key theme of FY25 was the continued evolution of Northamber from a
predominantly UK-focused distributor into a more geographically diversified
European technical distributor of audio visual and cyber security solutions.
Historically, the Group operated almost exclusively in the UK, aside from a
small inherited presence in Ireland and the Benelux within Tempura following
the April 2024 acquisition. During FY25, the Group acquired Renaissance in
Ireland, Epatra in the Benelux and Sahara Benelux, and subsequently integrated
Tempura Benelux and Sahara Benelux into Epatra Benelux to create a single,
more efficient regional platform. As a result, the Group now operates across
multiple European territories, with non-UK revenue representing approximately
20% of Group turnover, despite the Benelux acquisitions completing part way
through the financial year.
This broader footprint reduces reliance on the UK market, improves resilience
to localised economic conditions and enhances the Group's ability to support
vendors and partners across multiple territories. We see meaningful
opportunity to support existing vendors more effectively across these regions
and have been encouraged by early vendor partner contract expansion following
the acquisitions.
Alongside geographic expansion, the Group continued to invest in
higher-quality, more recurring revenue streams. During the year we invested in
a cloud marketplace, supporting subscription-based, recurring revenue models,
particularly across cyber security. We also continued to invest in the
development of our services business, which is growing strongly and
increasingly underpins the Group's value-add proposition through professional
services, solution design, deployment and technical support. These
capabilities strengthen partner relationships and are expected to support
margin expansion over time.
Operational Simplification and Integration
During the year the Group undertook a significant programme of operational
consolidation. This included exiting two UK warehouses and one office within
Tempura, consolidating Northamber, AVM and Tempura into a single modern office
and demonstration facility, and consolidating the Benelux operations into
Epatra Benelux as a unified regional platform.
While these actions resulted in short-term disruption and cost, they
materially reduce ongoing overheads, improve operational control and provide a
scalable platform to support future growth. A clear example of this approach
is the integration of the Benelux operations into Epatra, which is creating a
stronger combined portfolio and improved cost efficiency through reduced
duplication and enhanced regional focus. Underlying trading momentum in Epatra
has strengthened since acquisition, supporting confidence in its contribution
as the business continues to scale.
Exceptional and Non-Recurring Items
Exceptional and non-recurring items resulted in a net cost of £2.2m (FY24:
£0.50m). Gross exceptional costs of £3.4m were partially offset by £1.2m of
exceptional gains, reflecting the performance-linked structure of recent
acquisitions.
2025 2024
£'000 £'000
Adjusted EBITDA (640) (327)
Exceptional items - administrative costs:
Acquisition related costs (952) (143)
Restructuring costs (929) -
Legal costs (1,493) (406)
(3,374) (549)
Exceptional items - gains:
Deferred consideration 783 -
Negative goodwill 441 -
1,224 -
Depreciation and amortisation (934) (708)
(312) 87
Net finance (costs)/income
Operating Loss before tax (4,026) (1,497)
The exceptional costs related primarily to acquisition activity, restructuring
and consolidation, legal matters and non-recurring supplier stock exit
adjustments. These costs were deliberately incurred to simplify the Group's
operating model and resolve a number of long-standing legacy issues. The Board
has taken a prudent approach in recognising these costs during the year,
although it remains possible that there may be a proportion recovered over
time.
An exceptional gain arose from the remeasurement of deferred consideration
linked to acquisition performance of Tempura. This reflects the
performance-linked and conservative structure of the Group's recent
acquisitions, where consideration adjusts to trading outcomes, providing
downside protection where performance has been below initial assumptions but
keeping the upside as preferred for all. This deferred consideration mechanism
for Tempura remains in place for a further two years, ensuring continued
alignment between performance and value and reducing execution risk.
On the acquisition of Epatra, the Group recognised negative goodwill of
£0.44m as an exceptional item, reflecting the strength of the deal structure
agreed at the time of acquisition, and given the business was loss-making and
undergoing transition. While Epatra reported an operating loss of £0.3m
during the period of Group ownership (excluding acquisition-related costs),
this was anticipated and reflected in the entry valuation. Since acquisition,
the business has delivered sustained quarter-on-quarter revenue growth and has
shown improving trading momentum post year end as integration progresses.
Taken together, these items reflect a year of accelerated transition,
positioning the business for stronger financial returns over time.
Acquisition Strategy, NUC and Unified Communications Capability
Following the year end, the Group completed the acquisition of NUC
Distribution, a specialist unified communications distributor with
approximately £29m of annual revenue and an 11% gross margin, following a
hive-down from Nuvias UC.
The acquisition materially enhances the Group's scale in unified
communications and has been structured conservatively, with deferred
consideration and payment terms spread over 25 months. The transaction adds a
business with meaningful contribution at a gross profit level, while leaving
behind a significant proportion of legacy cost, thereby improving the Group's
risk profile and overhead absorption as scale increases. This structure
supports cash generation while enabling the Group to build scale
efficiently.
Independent investor commentary has noted that the acquisition provides the
scale required to improve margins through purchasing leverage and cost
integration, while enhancing technical capability. NUC significantly
strengthens the Group's position in unified communications, broadens the
customer and vendor base and improves overhead absorption.
The combination of NUC and Tempura creates a significantly strengthened
unified communications platform for the Group. Tempura brings deep technical
expertise, services capability and long-standing vendor relationships, while
NUC adds meaningful scale on existing brands, complimentary technologies,
breadth of customer reach and operational leverage. Together, this combination
provides partners with a uniquely comprehensive UC offering, spanning
specialist technical capability, services enablement and volume distribution,
underpinned by scale and resilience. The Board believes this positions the
Group with one of the most capable and well-balanced UC distribution platforms
in the UK.
Our acquisition approach remains disciplined and performance-aligned,
balancing growth ambition with appropriate downside protection for
shareholders.
Board and Leadership
During the year, the Board undertook a deliberate refresh of the executive
leadership team to support the next phase of the Group's development.
Appointments have strengthened capability in integration, financial discipline
and execution, while maintaining continuity of strategy.
Following the year end, Ian Kilpatrick was appointed as a Non-Executive
Director, bringing deep cyber security distribution knowledge and experience
to the Board.
The Board keeps its composition under regular review to ensure it remains
appropriate for the Group's strategy and stage of development.
Financial Position
The Group maintained a strong liquidity position throughout the year. Working
capital control improved, with reduced stock levels and continued improvement
in cash conversion year on year.
Finance costs for the year were £312k, reflecting the higher interest rate
environment compared to prior periods, with no change to the Group's financing
discipline.
The balance sheet retains significant asset backing, including freehold
properties, and financing facilities provide comfortable headroom of £1.4m.
Group leverage remains modest and well within the Board's risk appetite. The
Board continues to review the Group's property portfolio and financing
arrangements to ensure capital is deployed efficiently and liquidity is
optimised.
Dividend
The Board is proposing a final dividend of 0.3p, at a total cost of £82,240.
The dividend will be paid on 17 February 2026 to shareholders on the register
as at 9 January 2026.
People
I would like to thank colleagues across the Group for their professionalism
and commitment during a year of significant change. Their efforts have been
central to the progress made in strengthening the Group's platform.
Outlook
While trading conditions in the first half of FY26 remain subdued in the UK,
trading conditions in Ireland and the Benelux have been more resilient, and
demand trends across the Group are strengthening. Partner pipelines across
audio visual, unified communications and cyber security remain resilient.
The second half of FY26 is expected to benefit from the full run-rate impact
of cost actions taken in FY25, the benefits of operational consolidation, and
the integration of NUC.
Looking further ahead, the Board continues to see positive longer-term
prospects for the Group into 2026 and beyond, reflecting the strategic actions
taken, improved scale and the markets in which the Group operates.
While we remain cautious in the near term, we are confident that the actions
taken over the past 18 months have materially improved the Group's resilience
and long-term value potential.
Alexander Phillips
Chairman
23 December 2025
Contacts:
Alex Phillips, Chairman investor_relations@northamber.com (mailto:investor_relations@northamber.com)
Singer Capital Markets (Nominated Adviser and Sole Broker) +44 (0) 207 496 3000
Philip Davies
investor_relations@northamber.com (mailto:investor_relations@northamber.com)
Singer Capital Markets (Nominated Adviser and Sole Broker)
+44 (0) 207 496 3000
Philip Davies
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2025
For the year ended 30 June 2025
2025 2024
(Restated)
£'000 £'000
Revenue 63,306 56,008
Cost of sales (54,306) (47,969)
Gross Profit 9,000 8,039
Distribution costs (5,228) (5,308)
Administrative costs (including exceptional items) (7,491) (4,315)
Operating Loss (3,719) (1,584)
Adjusted operating loss (635) (327)
Exceptional items - administrative costs (2,150) (549)
Depreciation and amortisation (934) (708)
Operating Loss (3,719) (1,584)
5 87
Finance income
Finance cost (312) -
Loss before tax (4,026) (1,497)
Tax expense (2) -
Loss for the year and total comprehensive income attributable to the owners (4,028) (1,497)
Basic and diluted Loss per ordinary share (14.69)p (4.87)p
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2025
2025 2024 (Restated)
£'000 £'000
Non-current assets
Property, plant and equipment 5,882 5,835
Intangible assets 4,123 3,933
10,005 9,768
Current assets
Inventories 9,767 11,838
Trade and other receivables 13,643 12,107
Cash and cash equivalents 4,576 4,687
27,986 28,632
Total assets 37,991 38,400
Current liabilities
Trade and other payables (19,411) (15,627)
Non-current liabilities
Deferred tax liability (551) (456)
Total liabilities (19,929) (15,915)
Net assets 18,029 22,317
Equity
Share capital 271 274
Share premium account 5,736 5,832
Treasury shares 3 -
Capital redemption reserve 1,514 1,514
Retained earnings 10,505 14,697
Equity shareholders' funds attributable to the owners of the parent 18,029 22,317
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
At 30 June 2025
Share Capital Treasury Shares Share Premium Account Capital Redemption Reserve Retained Earnings Total Equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2023 272 - 5,734 1,514 16,357 23,877
Issue of Shares 2 - 98 - - 100
Dividends - - - - (163) -163
Transactions with owners 2 - 98 - (163) -63
Loss and total comprehensive income for the year - - - - (1,329) (1,329)
Balance at 30 June 2024 (as previously stated) 274 - 5,832 1,514 14,865 22,485
Prior year adjustment (168) (168)
Balance at 30 June 2024 (as restated) 274 - 5,832 1,514 14,697 22,317
Dividends - - - - (164) (164)
Purchase of shares (3) 3 (96) - - (96)
into Treasury
Transactions with owners (3) 3 (96) - (164) (260)
Loss and total comprehensive income for the year - - - - (4,028) (4,028)
Balance at 30 June 2025 271 3 5,736 1,514 10,505 18,029
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2025
2025 2024
(Restated)
£'000 £'000
Cash flows from operating activities
Operating Loss from continuing operations (3,719) (1,584)
Depreciation of property, plant and equipment 486 180
Amortisation of intangible assets 448 128
Profit on disposal of property, plant and 24 -
equipment
Gain on bargain purchase (441) -
Operating loss before changes in working capital (3,202) (1,276)
Decrease in inventories 3,417 2,588
Decrease in trade and other receivables 681 2,193
Decrease in trade and other payables (97) (3,774)
Cash generated from/(used in) operations 799 (269)
Income taxes paid (12) -
Net cash generated from/(used in) operating activities 787 (269)
Cash flows from investing activities
Interest received 5 87
Purchase of subsidiaries (net of cash acquired) (86) (2,865)
Purchase of property, plant equipment (237) (40)
Purchase of software (7) (395)
Net cash (used in)/generated from investing activities (325) (3,213)
Cash flows from financing activities
Dividends paid to equity (164) (163)
shareholders
Interest Paid (312) -
Purchase of treasury shares (96) 2,820
Net cash generated (used in)/from financing activities (572) 2,657
Net decrease in cash and cash equivalents (111) (825)
Cash and cash equivalents at beginning of 4,687 5,512
year
Cash and cash equivalents at end of 4,576 4,687
year
Notes
1. Financial information
This financial information is consistent with the consolidated financial
statements of the group for the year ended 30 June 2025. The group's
consolidated financial statements have been prepared in accordance with
international accounting standards in conformity with the requirements of the
Companies Act 2006.
The financial information set out above does not constitute the group's
statutory accounts for the years ended 30 June 2024 or 30 June 2025 but is
derived from those accounts. The statutory accounts for the year ended 30 June
2024 have been delivered to the Registrar of Companies and those for 2025 will
be delivered following the group's annual general meeting. The auditor's
report on the 2024 accounts will be unqualified, will not include references
to any matters to which the auditors drew attention by way of emphasis without
qualifying their reports, and will not contain statements under s.498(2) or
(3) of the Companies Act 2006. The information contained in this statement
does not constitute statutory accounts within the meaning of section 434 of
the Companies Act 2006.
2. Revenue
Although the sales of the group are predominantly to the UK there are sales to
other countries and the following table sets out the split of the sales for
the year. Revenue is attributed to individual countries based on the location
of the customer. There are no non-current assets outside the UK.
Revenues comprise: 2025 2024
£'000 £'000
Revenue from contracts with
customers - UK 48,822 55,329
-other 14,484 669
63,306 56,008
No customer accounted for more than 10% of the group's revenue for the year.
3. Loss per ordinary share
The calculation of the basic and diluted earnings per share is based on the
following data:
2025 2024
£'000 £'000
Loss for the year attributable to equity holders of the parent company (4,028) (1,329)
2025 2024
Number of shares Number Number
27,373,952 27,261,889
Weighted average number of ordinary shares for the purpose of basic and
diluted earnings per share
4. Dividends
A final dividend of 0.3p per share will be paid on 17 February 2026 to those
members on the register at close of business on 9 January 2026.
5. Notice of meeting
The annual report and accounts for the year ended 30 June 2025 will be posted
to shareholders in due course and the Annual General Meeting will be held on
10(th) February 2026.
The Company's registered office is Namber House, 23 Davis Road, Chessington,
Surrey, KT9 1HS.
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