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REG - Pebble Group (The) - AUDITED FULL YEAR RESULTS 2025

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RNS Number : 8648W  Pebble Group PLC (The)  17 March 2026

 

17 March 2026

 

THE PEBBLE GROUP PLC

 

("The Pebble Group", the "Group" or the "Company")

 

AUDITED FULL YEAR RESULTS 2025

Trading in line with expectations, with accelerating Partner wins at
Facilisgroup

Delivering shareholder returns with the launch of a £5.0m share buyback

 

The Pebble Group, a leading provider of technology, products and related
services to the global promotional products industry, announces its audited
results for the year ended 31 December 2025 ("FY 25").

 

Commenting on the results, Chris Lee, Chief Executive Officer of The Pebble
Group, said:

 

"Performance was in line with expectations, with strong strategic progress
across the Group. Facilisgroup continues to build momentum through
accelerating Partner wins at an attractive lifetime value, while Brand
Addition delivered improved margins with continued new business momentum.
Strong cash conversion supported returns to shareholders of £11.7m in 2025.

 

"Our focus remains on organic growth and disciplined capital allocation. We
intend to continue our progressive dividend policy alongside a new £5.0m
share buyback starting today in line with our commitment to return value to
shareholders."

 

 

Financials

 

 Statutory results         FY 25     FY 24    Change
 Revenue                   £124.7m   £125.3   -0.5%
 Gross profit margin       45.6%     44.3%    +1.3ppt
 Operating profit          £7.4m     £8.6m    -14.0%
 Profit before tax         £6.9m     £8.1m    -14.8%
 Basic earnings per share  3.45p     3.83p    -9.9%
 Cash                      £9.6m     £16.5m   -£6.9m
 Dividend per share        2.00p     1.85p    +8.1%

 

 Other financial highlights            FY 25    FY 24    Change
 Adjusted EBITDA(1)                    £15.8m   £16.7m   -5.4%
 Free cash flow conversion(2)          91%      68%      +23ppt
 Basic adjusted earnings per share(3)  3.86p    4.63p    -16.6%
 Capital returns(4)                    £11.7m   £3.4m    +£8.3m

 

 

Financial highlights

 

 ●    Group revenue of £124.7m (FY 24: £125.3m) was in line with the prior year
 ●    Gross profit percentage increased in FY 25 by 1.3ppt to 45.6%, driven by
      improved margins at Brand Addition
 ●    Group Adjusted EBITDA was £15.8m (FY 24: £16.7m), reflecting the signalled
      investment to accelerate new Partner acquisition at Facilisgroup
 ●    Free cash flow conversion increased to 91% (FY 24: 68%), reflecting reduced
      capital expenditure and demonstrating the inherent cash-generative
      characteristics of the business
 ●    Capital returns to shareholders totalled £11.7m in FY 25 (FY 24: £3.4m)

 

Business highlights

 

Facilisgroup:

 

 ●    Secured 30 new Partners during the year (FY 24: 16), following an incremental
      investment of approximately $1m in sales and marketing
 ●    253 Partners (FY 24: 239) as at 31 December 2025, with attrition remaining low
      and an underlying retention rate of 97%
 ●    Increasingly confident in the health of our LTV/CAC ratio and investing behind
      this for accelerating revenue growth

Brand Addition:

 

 ●    Revenues in line with prior year, supported by disciplined management,
      effective cost control and new client acquisitions during a period of economic
      uncertainty
 ●    Revenue from new client contracts during 2025 totalled £6.5m (FY 24: £5.3m)
 ●    Adjusted EBITDA returns increased to 10.6% (FY 24: 10.0%) and gross margin
      increased to 37.0% (FY 24: 35.2%)
 ●    Following investment into people and processes, Adjusted EBITDA increased to
      £11.4m (FY 24: £10.8m

 

Current trading, outlook and shareholder returns

 

 ●    At Facilisgroup, we are becoming increasingly confident in the high Partner
      lifetime value and the ability to convert new Partners at a healthy
      acquisition cost which underpins expected revenue growth
 ●    At Brand Addition, the new business momentum continues and in 2026 we seek to
      increase revenues whilst maintaining the improvement in profit margins
 ●    The Board is pleased to propose the payment of a final dividend of 2.0 pence
      per share for FY 25 (FY 24: 1.85 pence per share)
 ●    Today we announce our intention to commence a share buyback for consideration
      of up to £5.0m

 

 

 (1)  Adjusted EBITDA means operating profit before depreciation, amortisation and
      share-based payment charge/credit
 (2)  Free cash flow conversion is defined as free cash flow divided by adjusted
      operating profit
 (3)  Basic adjusted earnings per share ("EPS") represents adjusted earnings (profit
      after tax before amortisation of acquired intangible assets and share-based
      payment charge/credit net of taxation) divided by the weighted average number
      of shares in issue during the year
 (4)  Capital returns are the sum of returns to shareholders via dividends, share
      buyback and tender offer

Presentation for analysts and investors

 

A presentation for analysts and investors with Q&A will take place at
8:00am today by webinar. Please register to attend via this link: Analyst
Presentation
(https://events.teams.microsoft.com/event/446a0395-f8ff-4d2c-98ca-d5cb160570c2@d78da0af-dec0-4c18-b3dc-54c78f21f08f)

 

A copy of the presentation is available on the Investors section of The Pebble
Group's website at https://www.thepebblegroup.com/investors/
(https://www.thepebblegroup.com/investors/)

 

Presentation for retail investors

 

The management team is hosting a separate online presentation for retail
investors with Q&A on Thursday 19 March at 4.00pm. To participate, please
register with Progressive here: Retail Investor Presentation
(https://bit.ly/PEBB_FY25_webinar)

 

Enquiries:

 The Pebble Group

 Chris Lee, Chief Executive Officer

 Claire Thomson, Chief Financial Officer

 +44 (0) 750 012 4121

 

Temple Bar Advisory (Financial PR)

Alex Child-Villiers

Alistair de Kare-Silver

+44 (0) 207 183 1190

pebble@templebaradvisory.com (mailto:pebble@templebaradvisory.com)

 Panmure Liberum (Nominated Adviser and Broker)

 Edward Mansfield

 William King

 Gaya Bhatt

 +44 (0) 20 3100 2000

About The Pebble Group

The Pebble Group is a provider of technology, products and related services to
the global promotional products industry, comprising two differentiated
businesses, Facilisgroup and Brand Addition, focused on specific areas of the
promotional products market. For further information, please
visit www.thepebblegroup.com (http://www.thepebblegroup.com/) .

 

CHAIR'S REVIEW

 

Delivering on our strategic priorities

 

Introduction

 

I am pleased to present my second annual statement as Chair of The Pebble
Group.

 

In FY 25, the Group delivered on its strategic priorities, making disciplined
investments to support future growth, and strengthened the foundations of both
Facilisgroup and Brand Addition. These actions contributed to a year of solid
financial performance and have positioned the Group well for organic revenue
growth in FY 26 and beyond.

 

During the year, I met with several of our shareholders to understand their
views on governance, current priorities and strategic matters, ensuring that
the Board continues to take account of the perspectives of our investor base
in its decision-making. I also met with many other stakeholders across the
Group, experiencing first-hand the quality of our teams, the strength of our
long-term client and Partner relationships and the clear sense of momentum
across both businesses.

 

The Group's foundation is built on high levels of recurring and repeatable
revenues, differentiated capabilities and a strong balance sheet, providing a
compelling base from which to unlock shareholder value.

 

Performance

 

The Group delivered financial performance in line with expectations and made
meaningful progress against its strategic priorities which are detailed in the
Chief Executive Officer's Review. Revenue was £124.7m (FY 24: £125.3m), and
Adjusted EBITDA was £15.8m (FY 24: £16.7m), reflecting the planned, targeted
investment in sales and marketing at Facilisgroup that has delivered an
acceleration in new Partner wins.

 

A highlight of the year was the expected significant improvement in free cash
flow conversion to 91% (FY 24: 68%), driven by disciplined cost and working
capital management and a normalisation in capital expenditure. This strong
cash generation supported total shareholder returns of £11.7m (FY 24: £3.4m)
whilst maintaining a debt-free balance sheet, reinforcing the Group's
resilience and ability to invest for growth while returning capital to
shareholders. Our confidence in the cash-generative characteristics to sustain
our organic growth strategy whilst delivering excess cash has supported our
decision to announce a further £5.0m capital return by way of a share buyback
programme announced separately today.

 

Our market and strategy

 

The global promotional products market remains a large, fragmented, and
attractive sector, with an estimated value of approximately $50bn. Our
businesses are strategically well-positioned in this market: Facilisgroup as a
technology-enabled partner to growth-oriented distributors in North America;
and Brand Addition as a leading global provider of end-to-end branded
merchandise programmes for many of the world's best-known brands.

 

Across the Group, our strategic objectives remain clear:

 ·             At Facilisgroup, our priority is to retain our high Partner retention rates
               and convert the strong momentum in new Partner wins into material revenue
               growth, supported by continued enhancement of the Syncore platform and
               market-leading services.
 ·             At Brand Addition, the focus remains on deepening longstanding client
               relationships, sustaining high client retention, growing new business, and
               further strengthening margins through increased efficiency and automation.
 ·             At Group level, we will continue to apply a disciplined capital allocation
               framework that balances investment in growth with meaningful shareholder
               returns.

 

These strategic priorities support our long-term ambition to deliver sustained
revenue growth, high levels of cash generation and increasing value for
shareholders.

 

Artificial intelligence (AI) is an increasing area of strategic focus for the
Group, with awareness and adoption of AI technologies across our industry
increasing during the year. We do not expect any adverse impact on the demand
for promotional products in our end markets as the need for brands to make a
physical, emotional, long-term connection with their stakeholders remains a
key element of their marketing strategies. We closely monitor developments in
the competitive environment in general as well as what may directly impact
Facilisgroup and Brand Addition. Internally, we will deploy AI enabled‑
tools at scale to support operational efficiency, greater productivity and
enhanced decision making‑ to improve the experience we deliver to our
Partners, clients and end customers. At Facilisgroup, we are uniquely
positioned in 2026 to deploy Vertical AI, dedicated to the promotional
industry, supported by unique industry wide data assets and workflow
integrations. We approach the use of AI in a responsible manner, ensuring it
is adopted in a way that supports sustainable growth while remaining aligned
with our governance and risk management frameworks which protect our
stakeholders.

 

Team and Board changes

 

I would like to thank all our teams across Facilisgroup, Brand Addition and
The Pebble Group for their hard work, professionalism and dedication during
the year. Our people remain our greatest strength and are central to
delivering consistent, high-quality outcomes for clients and Partners.

 

During the year, we saw an important change to the composition of the Board.
As part of a planned transition, Stuart Warriner stepped down as a
Non‑executive Director in September 2025. On behalf of the Board, I would
like to extend our sincere thanks to Stuart for his significant contribution,
wise counsel, and dedicated service to The Pebble Group. His experience and
perspective have supported the Group through an important period of strategic
development.

 

We were also delighted to welcome Markus Bihler to the Board as a
Non‑executive Director. Markus brings extensive international leadership
experience, including a strong background in technology‑enabled business
models, operational improvement, and value‑creation strategies across global
markets. His expertise in scaling digital platforms, combined with deep
financial and strategic insight, will further strengthen the Board as we
continue to pursue organic growth and build long‑term value across our
businesses.

 

Environmental, Social and Governance (ESG)

 

ESG remains an integral part of how we manage and grow our businesses. We
continue to focus on the areas that matter most to our stakeholders and to our
business's long-term success: our strong governance framework; reducing
environmental impact; attracting and retaining talent; supporting communities;
and operating with integrity. We will publish our annual ESG Report in March
2026, setting out the meaningful progress against our ESG goals and our
ongoing commitments that drive meaningful change and hold ourselves
accountable.

 

Return of value to shareholders in FY 25

 

The Group's strong free cash flow generation enabled shareholder returns of
£11.7m in FY 25 (FY 24: £3.4m), delivered through an annual dividend of
£3.0m (FY 24: £2.0m), market repurchases of Ordinary Shares totalling £2.2m
(FY 24: 1.4m) and a tender offer repurchase of Ordinary Shares totalling
£6.5m (FY 24: £nil). This approach reflects our commitment to maintaining a
robust, balance sheet while returning excess capital to shareholders in a
disciplined and value-enhancing way.

 

Capital allocation priorities to unlock further shareholder value

 

Looking forward, our priority is to continue to execute on our organic growth
strategy. At Facilisgroup, we are seeking a return to material revenue growth
and will further invest in the people and strategies that, in 2025, have
delivered excellent Partner retention and strong new Partner wins. At Brand
Addition, we will continue to invest in the proposition and excellent customer
experience as we seek to win and service a growing portfolio of global brands.

 

In 2026, we also intend to deliver capital returns to shareholders via:

 i)         the continuation of a progressive dividend policy, recommending a dividend
            payable in 2026 of 2.0p per share (2025: 1.85p per share), a distribution
            totalling £3.0m (2025: £3.0m). This will be paid on 11 May 2026, subject to
            shareholder approval; and
 ii)        the buyback and cancellation of Ordinary Shares for a consideration of up to
            £5.0m.

We anticipate undertaking the buyback process through market purchases on the
London Stock Exchange, starting today.

 

Outlook

 

The Group has entered FY 26 with encouraging momentum. The increase in
Facilisgroup new Partner wins in FY 25 provides a strong foundation for
revenue growth, and Brand Addition continues to demonstrate resilience,
quality and strong client retention. While we remain mindful of broader
macroeconomic conditions, the Board is confident that our robust balance
sheet, compelling market opportunity and clear long‑term strategy position
the Group well to deliver profitable growth, strong cash generation and
sustainable value creation in the years ahead.

 

The Board continues to actively review its strategic options, including the
Group's structure, to ensure long‑term shareholder value creation reflects
the financial strength and market‑leading positions of the Group's
individual businesses.

 

Anne de Kerckhove

Independent Non-executive Chair

17 March 2026

 

 

CHIEF EXECUTIVE OFFICER'S REVIEW

 

Summary of performance

 

In 2025, the Group had four priorities:

 i)         to invest in accelerating new Partner wins at Facilisgroup to drive future
            revenue growth;
 ii)        to demonstrate the resilience of Brand Addition's financial performance in a challenging market;
 iii)       to increase Group free cash flow conversion to above 80%; and
 iv)        to return a significant level of excess capital to shareholders.

 

We are pleased to report that, for the year ended 31 December 2025, the Group
achieved each of these objectives and delivered results in line with
expectations.

 

Group revenue was £124.7m (FY 24: £125.3m), broadly in line with the prior
year. Group Adjusted EBITDA was £15.8m (FY 24: £16.7m), reflecting the
planned investment in sales and marketing at Facilisgroup which has delivered
an acceleration in new Partner acquisition, underpinning organic growth.

 

Performance against our priorities was as follows:

 i)         Facilisgroup secured 30 new Partners during the year (FY 24: 16), following an
            incremental investment of approximately $1m in sales and marketing. This
            investment has delivered strong momentum which has continued into 2026. We are
            well-positioned for revenue growth.
 ii)        Brand Addition delivered revenues in line with FY 24 while increasing profit
            margins, supported by disciplined management and effective cost control during
            a period of economic uncertainty.
 iii)       Free cash flow conversion increased to 91% (FY 24: 68%), reflecting reduced
            capital expenditure and demonstrating the inherent cash-generative
            characteristics of the business.
 iv)        Capital returns to shareholders totalled £11.7m (FY 24: £3.4m).

 

Introduction

 

The Pebble Group: Building brands, growing relationships, strengthening
businesses

 

The Group's two businesses, Facilisgroup and Brand Addition, both hold
market‑leading positions and benefit from significant heritage within the
fragmented promotional products industry. Each is supported by longstanding
relationships with clients, Partners, and suppliers, which underpin the
recurring and repeatable revenues that drive the Group's financial performance
and cash generation.

 

Our expertise lies in working with high‑quality businesses across the supply
chain to deliver branded products efficiently, responsibly, and at scale. This
is enabled through a combination of technology, robust processes, continued
investment in infrastructure, and the experience and commitment of our people.
Growth is driven first by creating ongoing value for existing clients and
Partners, and then by attracting new long‑term relationships.

 

With an estimated global market of approximately $50bn per annum, the
promotional products industry offers substantial and attractive opportunities
for both Facilisgroup and Brand Addition. The Group is increasingly
well-positioned to capitalise on these opportunities while maintaining a
disciplined and sustainable approach to growth.

 

Business Review

 

Facilisgroup: a strategic partner that brings together technology, processes,
supply chain advantages and a connected community to empower promotional
products distributors in North America to scale efficiently and grow
profitably

 

 

 

 

                      FY 25    FY 24      FY 25   FY 24
 ARR                  £16.4m   £16.9m     $21.6m  $21.6m
 Other revenue        £0.8m    £0.7m      $1.0m   $0.9m
 Total revenue        £17.2m   £17.6m     $22.6m  $22.5m
 Adjusted EBITDA      £7.3m    £8.8m      $9.6m   $11.2m
 Operating profit     £2.4m    £3.5m      $3.2m   $4.5m

 Capital expenditure  £3.3m    £5.0m      $4.4m   $6.3m

 

 

Financial results

 

Facilisgroup revenue in FY 25 was stable in USD, the business's home currency,
reflecting flat like‑for‑like Gross Merchandise Value ("GMV") and Partner
numbers in 2024 which influences 2025 revenues. In GBP, the Group's reporting
currency, revenue decreased by £0.4m (2.3%) compared to FY 24, driven by
adverse foreign exchange movements.

 

Adjusted EBITDA reduced to $9.6m (FY 24: $11.2m) following the planned
investment of $1.7m in operating expenses of which $1.3m related to an
investment in people, principally to support the acceleration of new Partner
acquisition. The cash impact of this investment was offset by a $1.9m
reduction in capital expenditure reflecting the full year benefit of the
normalisation of our capital expenditure programme.

 

Approach to the market

 

Facilisgroup targets quality, growth‑oriented promotional products
distributors in North America with annual sales typically exceeding $2m and as
large as $70m. This results in a targeted, serviceable market of circa 4,500
businesses.

 

To compete effectively and maximise their profitability, these distributors
require industry‑specific technology, strong supplier relationships, and
sector expertise. Facilisgroup brings these elements together through its
technology platform, scale, and operating model.

 

Our proprietary technology, Syncore, is an end‑to‑end, industry‑specific
order processing platform designed to support efficiency across the full sales
order cycle. In 2025, Syncore processed $1.6bn of sales orders for Partners,
representing approximately 6% of industry spend in North America.

 

This scale enables Facilisgroup to operate a market network (group purchasing
organisation), connecting Partners to leading suppliers with preferential
commercial terms and access. The resulting community created by Partners,
Preferred Suppliers and Facilisgroup supports collaboration through events,
learning initiatives, incentive programmes, and awards.

 

This model generates a powerful two‑sided recurring revenue income stream,
comprising subscription fees from Partners for Syncore and transaction‑based
fees from Preferred Suppliers. Facilisgroup has an established track record of
supporting the long‑term growth of these high‑quality distributors and
suppliers, evidenced by its strong Partner retention and attractive profit
margins.

 

Progress in the year and focus for 2026

 

During the year, Facilisgroup completed the steps to return to revenue growth
in 2026.

 

The team delivered enhancements to Syncore through a consistent release cycle,
reinforcing the platform's technology leadership. A clear development roadmap
is in place, including integrations with complementary technologies and
deepened use of the vast data within Syncore to generate valuable insights for
Partners and Preferred Suppliers.

 

We also strengthened how our proposition is communicated to the market through
investment in leadership capability, an enhanced sales team, and more focused
messaging. As a result, 30 new Partners were contracted in FY 25 (FY 24: 16).

 

Facilisgroup had 253 Partners as at 31 December 2025 (2024: 239). Attrition
has remained low and consistent with prior years with eight Partners having
their businesses acquired and four Partners being exited by Facilisgroup,
leaving an attrition of four and a high underlying retention rate of 97% (FY
24: 96%).

 

At circa $0.5m, the average lifetime value of a new Partner is strong. Against
this backdrop, the incremental investment of circa $1m in 2025 to drive new
Partner acquisition is expected to generate attractive returns, supporting
revenue growth from 2026 onwards.

 

GMV increased by 5% to $1.6bn (FY 24: $1.5bn), broadly in line with estimated
growth across the North American industry. Preferred Supplier purchases of
$0.5bn were flat year‑on‑year, reflecting changes in purchasing behaviour
influenced by uncertainty around US tariffs. Early activity in 2026 indicates
a return towards pre‑tariff purchasing patterns.

 

Investment in leadership capability, team quality, and technology continues to
deliver tangible results. Engagement with Partners and Preferred Suppliers
remains strong, with a Net Promoter Score in 2025 of 50 (2024: 35).

 

The momentum in new Partner wins achieved in 2025 has continued into 2026.
Given the favourable relationship between Partner lifetime value and
acquisition cost, we are continuing to invest to support material growth,
which we believe represents an effective and attractive use of capital within
the Group.

 

Our focus for 2026 is to return Facilisgroup to revenue growth, providing a
foundation towards becoming a "Rule of 40" business, being the sum of
percentage revenue growth and percentage return on sales of Adjusted EBITDA
less capital expenditure.

 

Brand Addition: an end-to-end branded merchandise provider that enables
companies of scale to build meaningful connections with their customers,
employees and communities

 

                      FY 25     FY 24
 Revenue              £107.5m   £107.7m
 Gross profit         £39.8m    £37.9m
 Gross profit margin  37.0%     35.2%
 Adjusted EBITDA      £11.4m    £10.8m
 Operating profit     £7.9m     £7.9m

 Capital expenditure  £1.6m     £1.8m

 

Financial results

 

In FY 25, revenue was in line with the prior year at £107.5m (FY 24:
£107.7m) as performance improved in the second half of the year, with H2 25
revenue increasing by 3.0% compared to H2 24.

 

Revenue from new client contracts invoiced during 2025 totalled £6.5m. As a
cohort, underlying existing client spend declined by a similar amount,
reflecting the financial pressures on clients' budgets in a year of economic
disruption. Client contract retention by number remained strong, positioning
the business well as new contract wins mature and deliver a full year impact
in 2026.

 

Tariff-related uncertainty, particularly during the first half of the year,
created a challenging operational environment. The team responded effectively,
with gross margin increasing in FY 25 to 37.0% (FY 24: 35.2%). Following
investment into people and processes, Adjusted EBITDA increased to £11.4m (FY
24: £10.8m), representing an improvement in Adjusted EBITDA margin to 10.6%
(FY 24: 10.0%).

 

Approach to the market

 

Brand control and international consistency is becoming increasingly important
to large global organisations when managing their promotional merchandise,
which is an integral part of their marketing strategies. Brand Addition aligns
with this approach through thoughtfully designed products that engage
stakeholders and are delivered via an auditable and high‑quality supply
chain to protect brand integrity.

 

Brand Addition has built a reputation and infrastructure that results in
winning and working with many leading global brands, over the long term. The
business provides a range of complex, end‑to‑end services underpinned by
technology and creative product solutions with a consistent sustainability
focus, delivered across multiple geographies.

 

Brand Addition invoices clients for the products supplied, applying a margin
that supports the value added through its systems, experienced teams, and
global infrastructure.

 

Key attributes of Brand Addition and the market in which it operates include:

 ●    a large total addressable market of approximately $4bn;
 ●    around 800 global opportunities on Brand Addition's active target list;
 ●    strong client retention among well‑known global brands;
 ●    highly repeatable revenues over the medium term; and
 ●    improved margins from the expansion of services delivered to clients.

 

Supported by high retention rates, a differentiated service offering, and the
scale of the serviceable addressable market, Brand Addition's ambition to
achieve organic growth of approximately 5% per annum is considered both
disciplined and achievable.

 

Progress in the year and focus for 2026

 

Brand Addition entered 2026 with 97% retention of its top 30 clients in FY 25,
many being among the world's leading global brands. This high level of
retention underpins revenue consistency and supports a sustainable organic
growth opportunity.

 

Since the Group's IPO in 2019, Brand Addition has delivered solid financial
performance and cash generation while continuing to support its clients
through a period of significant external disruption, including Brexit,
COVID‑19, supply chain and freight challenges, and changes in US tariffs.
This performance demonstrates the strength of the business model, the quality
of our people, and the resilience of our client relationships.

 

Over recent years, the team has expanded the range of services offered to
clients, contributing to improved gross margins. Looking ahead, we will
continue to manage the cost base of the business with discipline, targeting an
Adjusted EBITDA return on sales of 10%+, based on expected gross margins of
35%+.

 

Following initiatives implemented during 2024 and 2025, the number and value
of new business wins improved during 2025. As these contracts are implemented
in 2026, we expect a positive impact on revenues in FY 26 and beyond. The new
business pipeline entering 2026 remains encouraging.

 

People and Environmental, Social and Governance (ESG)

 

My thanks go to everyone across Facilisgroup, Brand Addition and The Pebble
Group. Their commitment, collaboration and willingness to go the extra mile,
often in demanding circumstances, was critical to our progress in 2025 and
positions us well for the opportunities ahead.

 

Our initiatives that fall under the ESG title remain a core driver of our
long‑term, responsible growth. Continued investment in people saw our
engagement score increase to 74 (FY 24: 71) and volunteering hours rise 9% to
1,714. In 2025, we launched our net‑zero strategy, setting revised Scope 1
and 2 targets and introducing Scope 3 commitments. We reduced total Group
emissions by 16%, maintained 100% renewable electricity and strengthened Scope
3 data through improved processes and supplier engagement. Governance was
further strengthened through new Fraud Prevention and Artificial Intelligence
policies, alongside continued progress in responsible sourcing, with 175
supplier assessments completed.

 

We remain focused on delivering sustainable progress and long‑term value for
all stakeholders. Further detail will be provided in our 2025 ESG Report, to
be published in March 2026.

 

Current trading and outlook

 

At Facilisgroup, we are becoming increasingly confident in the high Partner
lifetime value and our ability to convert new Partners at a healthy
acquisition cost. Therefore, we will continue to invest for profitable growth
to maximise long‑term cash flow. We expect this investment to begin
generating accelerated revenue growth from 2026 onwards.

Alongside this, new business momentum continues at Brand Addition and in 2026
we seek to increase revenues whilst maintaining the improvement in profit
margins.

 

Chris Lee

Chief Executive Officer

17 March 2026

 

CHIEF FINANCIAL OFFICER'S REVIEW

 

Overview

 

Group revenue of £124.7m (FY 24: £125.3m) was in line with prior year and
Adjusted EBITDA of £15.8m (FY 24: £16.7m) was 5% behind following the
signalled investment to accelerate new Partner acquisition at Facilisgroup.
Operating profit was £7.4m (FY 24: £8.6m). The Board is pleased to propose
the payment of a final dividend of 2.0 pence per share for FY 25 (FY 24: 1.85
pence per share). This will be payable on 11 May 2026 subject to shareholder
approval.

 

The Group's balance sheet remains strong and its liquidity position continues
to be robust with cash balances of £7.4m at 16 March 2026 and no amounts
drawn down on the Company's £10.0m committed revolving credit facility.

 

 £'m                                  FY 25        FY 24
 Revenue                              124.7        125.3
 Gross profit                         56.9         55.5
 Gross profit margin                  45.6%        44.3%
 Adjusted EBITDA                      15.8         16.7
 Depreciation and amortisation        (8.1)        (8.6)
 Share-based payment (charge)/credit  (0.3)        0.5
 Operating profit                     7.4          8.6
 Net finance costs                    (0.5)        (0.5)
 Profit before tax                    6.9          8.1
 Tax                                  (1.5)        (1.7)
 Profit for the year                  5.4          6.4
 Weighted average number of shares    156,079,283  166,216,248
 Basic adjusted EPS                   3.86p        4.63p
 Basic EPS                            3.45p        3.83p

 

Revenue

 

Group revenue for FY 25 was £124.7m (FY 24: £125.3m). Facilisgroup revenue
was £17.2m (FY 24: £17.6m), reflecting a 2% decline in GBP but a 1% increase
on a constant currency basis. The slight increase was derived from incremental
fees from our Preferred Suppliers; ARR from Partner subscriptions was flat in
the year reflecting reduced Partner numbers entering FY 25. The in-year build
of subscriptions from new Partner acquisition lagged the impact of Partner
churn. Revenue in Brand Addition was £107.5m (FY 24: £107.7m) as revenue
from new clients offset softening in some existing client spend.

 

Gross profit

 

Following the improvements made in FY 24, gross profit as a percentage of
revenue increased further during FY 25 by 1.3ppt to 45.6% as the value of the
complex services Brand Addition delivers to its clients continued to translate
into improved margins.

 

Adjusted EBITDA

 

Adjusted EBITDA for FY 25 was £15.8m (FY 24: £16.7m) made up as follows:

 -          Facilisgroup at £7.3m (FY 24: £8.8m) principally reflects the planned
            investment in sales and business leadership to accelerate revenue growth. From
            this investment we are experiencing a significant improvement in net new
            Partner wins that we expect to benefit revenues in FY 26 and beyond;
 -          Brand Addition at £11.4m (FY 24: £10.8m) as costs remain well controlled and
            continued improvements in gross profit margins translated to Adjusted EBITDA;
            and
 -          Central costs of £2.9m (FY 24: £2.9m).

 

Depreciation and amortisation

 

The total charge in the year was £8.1m (FY 24: £8.6m), of which £6.0m (FY
24: £6.3m) related to the amortisation of intangible assets. The amortisation
of intangible assets in FY 24 included £0.9m in respect of acquired
intangible software assets that were fully amortised in FY 24 and therefore
has no corresponding charge in FY 25. The increase in the underlying expense
from FY 24 arises as the increased investment in new software products from
prior years is now being charged to the income statement.

 

Share-based payments

 

The total charge for the year under IFRS 2 "Share-based payment" was £0.3m
(FY 24: credit of £0.5m) and relates to the 2024 and 2025 awards made under
The Pebble Group Long Term Incentive Plan (LTIP) and Sharesave Plan. The
charge in FY 25 includes a credit of £0.3m to reflect that no equity
instruments are expected to vest under the performance conditions of the 2024
LTIP award. More details of the performance conditions will be provided in the
Director's Remuneration Report.

 

Operating profit

 

Operating profit for the year was £7.4m (FY 24: £8.6m) reflecting the
movements in Adjusted EBITDA and share-based payments discussed above.

 

Finance costs

 

Net costs in the year of £0.5m (FY 24: £0.5m) include £0.3m interest costs
on leases capitalised in accordance with IFRS 16 "Leases" (FY 24: £0.4m) and
£0.2m of other interest including amounts in relation to the Group's £10.0m
committed RCF facility (FY 24: £0.1m).

 

Taxation

 

The total tax charge for the year was £1.5m (FY 24: £1.7m) resulting in a
reported effective tax rate of 21.8% (FY 24: 21.2%).

 

The effective rate of tax was lower than the UK standard rate of 25% due
principally to relief that the Group is eligible to claim in the USA for
qualifying research and development costs incurred by Facilisgroup. In
addition, the net prior year current tax and deferred tax adjustment also
reduced the overall effective rate of tax. These adjustments relate to tax
accrual to tax return adjustments and the acceleration of tax relief on
capital expenditure.

 

As a group with worldwide operations, The Pebble Group plc is subject to
several factors that may affect future tax charges, principally the levels and
mix of profitability in different jurisdictions, transfer pricing regulations,
tax rates imposed and tax regime reforms. The Group is subject to income taxes
in the UK, Ireland, Germany, Turkey, USA, Canada, China and Hong Kong.

 

Earnings per share

 

The earnings per share analysis in note 5 covers both adjusted earnings per
share (profit attributable to equity shareholders before amortisation of
acquired intangibles and share-based payment charge/credit net of taxation
divided by the weighted average number of shares in issue during the year),
and basic earnings per share (profit attributable to equity shareholders
divided by the weighted average number of shares in issue during the year).
Adjusted earnings were £6.0m (FY 24: £7.7m), meaning basic adjusted earnings
per share was 3.86 pence per share (FY 24: 4.63 pence per share), a decrease
of 0.77 pence per share. Basic earnings per share was 3.45 pence per share (FY
24: 3.83 pence per share), a decrease of 0.38 pence per share.

 

Dividends

 

The Board is proposing the payment of a final dividend of 2.0 pence per share
(FY 24: 1.85 pence per share), a distribution totalling £3.0m. This will be
paid on 11 May 2026, subject to shareholder approval, to those shareholders on
the register of members on 17 April 2026. The shares will trade ex-dividend on
16 April 2026.

 

Cash flow

 

The Group had a cash balance of £9.6m at 31 December 2025 (2024: £16.5m).
This was after cash distributions to shareholders of £11.7m (FY
24: £3.4m), excluding transaction costs, and purchases of shares by The
Pebble Group Employee Benefit Trust of £0.6m (FY24: £0.1m).

 

Cash flow for the year is set out below.

 

 £'m                          FY 25  FY 24
 Adjusted EBITDA              15.8   16.7
 Movement in working capital  (1.7)  (1.2)
 Capital expenditure          (4.9)  (6.8)
 Leases - capital             (1.7)  (1.7)
 Operating cash flow          7.5    7.0
 Free cash flow conversion %  91%    68%
 Tax paid                     (0.8)  (2.7)
 Net finance cash flows       (0.4)  (0.4)
 Dividends paid               (3.0)  (2.0)
 EBT purchase of own shares   (0.6)  (0.1)
 Acquisition of own shares    (9.0)  (1.4)
 Exchange (loss)/gain         (0.6)  0.2
 Net cash flow                (6.9)  0.6

 

Operating cash flow

 

Operating cash flow before tax payments and financing activities increased by
£0.5m in the year to £7.5m. This increase is net of a £1.7m investment in
working capital and a £1.9m reduction in capital expenditure following the
Group's signalled reduction in the level of investment in new product
development at Facilisgroup.

 

Free cash flow conversion is an important metric for the Group. Its increase
in the year to 91% (FY 24: 68%) demonstrates the ongoing strength of the
cash-generative qualities of our businesses and provides us with further
options around capital allocation.

 

Balance sheet and shareholders' funds

 

Net assets decreased in the year by £9.2m. The balance sheet is summarised
below.

 

 £'m                    FY 25  FY 24
 Non-current assets     64.2   69.2
 Working capital        15.4   14.2
 Cash                   9.6    16.5
 Lease liabilities      (5.2)  (6.9)
 Other net liabilities  (1.8)  (1.6)
 Net assets             82.2   91.4

Non-current assets

Non-current assets are the most significant balance sheet category and
comprise the following:

 

 £'m                              FY 25  FY 24
 Goodwill                         35.8   36.0
 Customer relationships           6.6    7.6
 Software development costs       16.3   18.2
 Property, plant & equipment      5.5    7.1
 Deferred tax assets              -      0.3
 Non-current assets               64.2   69.2

 

Amounts classified as goodwill and customer relationships relate to historic
acquisitions made by the Group.

 

Software development costs, which include £4.5m (FY 24: £6.5m) spend in the
year on technology products, relate to ongoing investment in the Group's
proprietary software and in particular, the Facilisgroup software platform to
ensure our technology remains market leading, differentiated from the
competition and continues to evolve to support our medium-term growth plans.

 

The costs are capitalised in accordance with IAS 38 "Intangible Assets" and,
once the product is released to market, amortised over the period the Group
expects to benefit from its development. The amortisation period is typically
three years.

 

Property, plant and equipment primarily comprises the costs of right-of-use
assets capitalised in accordance with IFRS 16.

 

Working capital

 

Working capital of £15.4m is £1.2m higher than FY 24 which relates to the
weighting of sales in Q4 25 when compared with the previous year.

 

Lease liabilities

 

Lease liabilities of £5.2m (FY 24: £6.9m) principally relate to Group
properties capitalised in accordance with IFRS 16. The reduction in the year
reflects payments made under the lease agreements.

 

Other net liabilities

 

Other net liabilities of £1.8m (FY 24: £1.6m) are net tax liabilities of
which £2.6m (FY 24: £1.6m) is deferred tax. £1.5m of the deferred tax
liability (FY 24: £1.4m) relates to acquired customer relationships. These
liabilities will reverse over the period that the assets are amortised.

 

Alternative Performance Measures (APMs)

 

Throughout this report, the Group has used a number of APMs as key performance
indicators in addition to those reported under IFRS. These are used to provide
additional clarity to the Group's underlying financial performance and are
used internally by management to monitor business performance, in its
budgeting and forecasting and also for determination of Directors' and senior
management remuneration. These APMs are not defined under IFRS and, therefore,
may not be directly comparable with adjusted measures presented by other
companies. The non-GAAP measures are not intended to be a substitute for, or
superior to, any IFRS measures of performance. However, they are considered by
management to be important measures used in the business for assessing
performance. They have been consistently applied in all years presented.

 

The following are key non-GAAP measures identified by the Group and used in
the financial statements.

 

Adjusted EBITDA, which means operating profit before depreciation,
amortisation and share-based payment charge/credit. Refer to note 6 for
reconciliation.

 

Adjusted operating profit, which means operating profit before amortisation of
acquired intangible assets and share-based payment charge/credit. Refer to
note 6 for reconciliation.

 

Adjusted profit before tax, which means profit before tax, amortisation of
acquired intangible assets and share-based payment charge/credit. Refer to
note 6 for reconciliation.

 

Adjusted earnings, which means profit after tax before amortisation of
acquired intangible assets and share-based payment charge/credit net of
taxation. Refer to note 6 for reconciliation.

 

Adjusted earnings per share, which means adjusted earnings divided by the
weighted average number of shares in issue during the year. Refer to note 5
for reconciliation.

 

Claire Thomson

Chief Financial Officer

17 March 2026

 

CONSOLIDATED INCOME STATEMENT

For the year ended 31 December 2025

                                            2025      2024
                                      Note  £'000     £'000
 Revenue                              3     124,659   125,268
 Cost of goods sold                         (67,725)  (69,816)
 Gross profit                               56,934    55,452
 Operating expenses                         (49,579)  (46,829)
 Operating profit                           7,355     8,623
 Analysed as:
 Adjusted EBITDA(1)                         15,819    16,687
 Depreciation                         9     (2,122)   (2,206)
 Amortisation                         8     (6,011)   (6,316)
 Share-based payment (charge)/credit        (331)     458
 Operating profit                           7,355     8,623
 Finance expense                            (477)     (545)
 Profit before taxation                     6,878     8,078
 Income tax expense                   4     (1,500)   (1,712)
 Profit for the year                        5,378     6,366

 Basic earnings per share             5     3.45p     3.83p
 Diluted earnings per share           5     3.44p     3.82p

 

Note 1 Adjusted EBITDA, which is defined as operating profit before
depreciation, amortisation and share-based payment (charge)/credit, is a
non-GAAP metric used by management and is not an IFRS disclosure.

All results derive from continuing operations.

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

                                                                                     2025     2024
                                                                                     £'000    £'000
 Profit for the year                                                                 5,378    6,366
 Items that may be subsequently reclassified to profit and loss
 Exchange differences on translation of foreign operations                           (2,554)  504
 Current tax on exchange differences on translation of foreign operations (note
 4)

                                                                                     304      -
 Other comprehensive (expense)/income for the year                                   (2,250)  504
 Total comprehensive income for the year                                             3,128    6,870

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

                                      2025       2024

                                Note  £'000      £'000
 Assets
 Non-current assets
 Intangible assets              8     58,724     61,758
 Property, plant and equipment  9     5,503      7,123
 Deferred tax asset                   -          285
 Total non-current assets             64,227     69,166
 Current assets
 Inventories                          11,141     12,095
 Trade and other receivables          32,784     30,651
 Cash and cash equivalents            9,637      16,459
 Current tax asset                    738        49
 Total current assets                 54,300     59,254
 Total assets                         118,527    128,420
 Liabilities
 Non-current liabilities
 Lease liability                 10   3,457      5,185
 Deferred tax liability               2,611      1,645
 Total non-current liabilities        6,068      6,830
 Current liabilities
 Lease liability                10    1,727      1,652
 Trade and other payables             28,505     28,562
 Total current liabilities            30,232     30,214
 Total liabilities                    36,300     37,044
 Net assets                           82,227     91,376
 Equity
 Share capital                  11    1,487      1,648
 Share premium                  11    78,451     78,451
 Own share reserve                    (647)      (251)
 Capital reserve                      313        152
 Merger reserve                       (103,581)  (103,581)
 Translation reserve                  (2,951)    (701)
 Share-based payment reserve          1,370      1,442
 Retained earnings                    107,785    114,216
 Total equity                         82,227     91,376

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

                                                      Share capital  Share premium  Own share reserve                                                           Share-based payment reserve  Retained earnings  Total equity

                                                                                                       Capital reserve   Merger reserve   Translation reserve
                                                      £'000          £'000          £'000              £'000             £'000            £'000                 £'000                        £'000              £'000
 At 1 January 2024                                    1,675          78,451         (227)              125               (103,581)        (1,205)               2,005                        111,225            88,468
 Profit for the year                                  -              -              -                  -                 -                -                     -                            6,366              6,366
 Other comprehensive income for the year              -              -              -                  -                 -                504                   -                            -                  504
 Total comprehensive income                           -              -              -                  -                 -                504                   -                            6,366              6,870
 Dividends paid (note 7)                              -              -              -                  -                 -                -                     -                            (2,005)            (2,005)
 Purchase of own shares (note 11)                     (27)           -              -                  27                -                -                     -                            (1,416)            (1,416)
 Purchase of own shares by EBT                        -              -              (109)              -                 -                -                     -                            -                  (109)
 Employee share schemes - value of employee services  -              -              85                 -                 -                -                     (563)                        46                 (432)
 Total transactions with owners recognised in equity  (27)           -              (24)               27                -                -                     (563)                        (3,375)            (3,962)
 At 31 December 2024                                  1,648          78,451         (251)              152               (103,581)        (701)                 1,442                        114,216            91,376
 Profit for the year                                  -              -              -                  -                 -                -                     -                            5,378              5,378
 Other comprehensive expense for the year             -              -              -                  -                 -                (2,250)               -                            -                  (2,250)
 Total comprehensive (expense)/income                 -              -              -                  -                 -                (2,250)               -                            5,378              3,128
 Dividends paid (note 7)                              -              -              -                  -                 -                -                     -                            (2,963)            (2,963)
 Purchase of own shares (note 11)                     (161)          -              -                  161               -                -                     -                            (9,042)            (9,042)
 Purchase of own shares by EBT (note 11)              -              -              (598)              -                 -                -                     -                            -                  (598)
 Employee share schemes - value of employee services  -              -              202                -                 -                -                     (111)                        196                287
 Deferred tax on employee share schemes (note 4)      -              -              -                  -                 -                -                     39                           -                  39
 Total transactions with owners recognised in equity  (161)          -              (396)              161               -                -                     (72)                         (11,809)           (12,277)
 At 31 December 2025                                  1,487          78,451         (647)              313               (103,581)        (2,951)               1,370                        107,785            82,227

 

The Group has an Employee Benefit Trust (EBT) to administer share plans and to
acquire shares, using funds contributed by the Group, to meet commitments to
employee share schemes. At 31 December 2025, the EBT held 1,346,208 shares
(2024: 453,187).

 

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2025

                                                                                                        2025      2024
                                                                         Note                           £'000     £'000
 Profit before taxation                                                                                 6,878     8,078
 Adjustments for:
 Depreciation                                                            9                              2,122     2,206
 Amortisation                                                            8                              6,011     6,316
 Share-based payment charge/(credit)                                                                    331       (458)
 Finance expense                                                                                        477       545
 Cash flows from operating activities before changes in working capital                                 15,819    16,687
 Change in inventories                                                                                  867       (285)
 Change in trade and other receivables                                                                  (2,152)   (635)
 Change in trade and other payables                                                                     (451)     (293)
 Cash flows from operating activities                                                                   14,083    15,474
 Income taxes paid                                                                                      (822)     (2,655)
 Net cash flows from operating activities                                                               13,261    12,819
 Cash flows from investing activities
 Purchase of property, plant and equipment                               9                              (390)     (203)
 Purchase of intangible assets                                           8                              (4,498)   (6,559)
 Net cash flows used in investing activities                                                            (4,888)   (6,762)
 Cash flows from financing activities
 Lease payments - capital                                                                               (1,669)   (1,702)
 Lease payments - interest                                                                              (298)     (357)
 Interest paid                                                                                          (66)      (86)
 Dividends paid                                                          7                              (2,963)   (2,005)
 Share-based payments - cash-settled                                                                    -         (7)
 Purchase of own shares                                                  11                             (9,042)   (1,416)
 Purchase of own shares by EBT                                           11                             (598)     (109)
 Net cash flows used in financing activities                                                            (14,636)  (5,682)
 Net cash flows                                                                                         (6,263)   375

 Cash and cash equivalents at beginning of year                                                         16,459    15,898
 Effects of exchange rate changes                                                                       (559)     186
 Cash and cash equivalents at end of year                                                               9,637     16,459

 

NOTES

1.    GENERAL INFORMATION

The principal activity of The Pebble Group plc (the "Company") is that of a
holding company and the principal activity of the Company and its subsidiaries
(the "Group") is the sale of technology solutions, products and related
services to the promotional merchandise industry. The Group has two segments:
Brand Addition; and Facilisgroup. For Brand Addition, this is the sale of
promotional products internationally, to many of the world's best-known
brands. For Facilisgroup, this is the provision of digital technology,
consolidated buying power, and community learning and networking events to SME
promotional product distributors in North America, its Partners, through
subscription-based services.

The Company was incorporated on 27 September 2019 in the United Kingdom and is
a public company limited by shares registered in England and Wales. The
registered office of the Company is Broadway House, Trafford Wharf Road,
Trafford Park, Manchester, England M17 1DD. The Company registration number is
12231361.

Forward-looking statements

Certain statements in this report are forward looking with respect to the
operations, strategy, performance, financial condition and growth
opportunities of the Group. The terms "expect", "anticipate", "should be",
"will be", "is likely to", and similar expressions, identify forward-looking
statements. Although the Board believes that the expectations reflected in
these forward-looking statements are reasonable, by their nature these
statements are based on assumptions and are subject to a number of risks and
uncertainties. Actual events could differ materially from those expressed or
implied by these forward-looking statements. Factors which may cause future
outcomes to differ from those foreseen in forward-looking statements include,
without limitation: general economic conditions and business conditions in the
Group's markets, customers' expectations and behaviours, supply chain
developments, technology changes, the actions of competitors, exchange rate
fluctuations, and legislative, fiscal and regulatory developments. Information
contained in these financial statements relating to the Group should not be
relied upon as a guide to future performance.

Audited preliminary or annual results announcements

The financial information for the year ended 31 December 2025 and the year
ended 31 December 2024 does not constitute the Company's statutory accounts
for those years. Statutory accounts for the year ended 31 December 2024 have
been delivered to the Registrar of Companies. The statutory accounts for the
year ended 31 December 2025 will be delivered to the Registrar of Companies
following the Company's Annual General Meeting. The auditors' report issued by
BDO LLP on the accounts for the years ended 31 December 2025 and 31 December
2024 were unqualified, did not draw attention to any matters by way of
emphasis, and did not contain a statement under 498(2) or 498(3) of the
Companies Act 2006.

Alternative performance measures

Throughout this report, we refer to a number of alternative performance
measures (APMs). APMs are used internally by management to assess the
operating performance of the Group. These are non-GAAP measures and so other
entities may not calculate these measures in the same way and hence are not
directly comparable. The APMs that are not recognised under UK-adopted
International Accounting Standards are:

 ●    Adjusted EBITDA;
 ●    Adjusted operating profit;
 ●    Adjusted profit before tax;
 ●    Adjusted earnings; and
 ●    Adjusted earnings per share (EPS) (note 5).

A reconciliation of the APMs can be found in note 6.

The Board considers that the above APMs provide useful information for
stakeholders on the underlying trends and performance of the Group and
facilitate meaningful year-on-year comparisons.

Going concern

The Group meets its day-to-day working capital requirements through its own
cash balances and committed banking facilities. The Group refinanced its £10m
revolving credit facility in February 2025 for a four-year period to February
2029. In assessing the appropriateness of adopting the going concern basis in
the preparation of these financial statements, the Directors have prepared
cash flow forecasts and projections up to 31 December 2027. The Directors have
considered the principal risks and uncertainties with respect to their
assessment, none of which in the opinion of the Directors give rise to
specific risk to the going concern basis of the operating segments or Group.

The forecasts and projections, which the Directors consider to be prudent,
have been further sensitised by applying reductions to revenue growth and
margin, to consider a severe but plausible downside. Under both the base and
sensitised case, the Group is expected to have headroom against covenants,
which are based on interest cover and net leverage, and a sufficient level of
financial resources available through existing facilities when the future
funding requirements of the Group are compared with the level of committed
available facilities. In addition, the Directors have prepared a severe
downside scenario to determine the level of revenue decline required for the
Group to breach a covenant. The analysis demonstrates that revenue would need
to fall by 22% from forecast levels with no remedial action for this to occur.
Even in this extreme scenario, the Group would retain sufficient liquidity to
meet its obligations and continue operations beyond 31 December 2027.

Based on this, the Directors are satisfied that the Group has adequate
resources to continue in operational existence for at least 12 months from the
date of signing the financial statements. For this reason, they continue to
adopt the going concern basis in preparing the financial statements.

Material accounting policy information

The material accounting policies adopted in the preparation of these financial
statements are consistent with those adopted in the annual financial
statements for the year ended 31 December 2024, as described in those annual
financial statements.

2.    JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF
ESTIMATION UNCERTAINTY

In the preparation of the Group financial statements, the Directors, in
applying the accounting policies of the Group, make some judgements and
estimates that affect the reported amounts in the financial statements. The
areas requiring the use of judgement and estimates that may significantly
impact the financial statements are as follows:

Accounting estimates

Information about estimates and assumptions that may have the most significant
effect on recognition and measurement of assets, liabilities, income and
expenses is provided below. Actual results may be substantially different.

Goodwill impairment

The Group tests goodwill for impairment every year in accordance with the
relevant accounting policies. The recoverable amounts of cash-generating units
are determined by calculating value in use.

Goodwill relates to the various acquisitions made and amounts to £35,807,000
as at 31 December 2025 (2024: £36,015,000). Based on the forecasts prepared,
there is not considered to be a significant risk of material adjustment to the
carrying amount of the goodwill within the next 12 months.

Useful economic lives of intangible assets

The Directors have estimated the useful economic lives of the acquired
customer intangible assets to be 20 years based upon attrition rates and the
Directors' judgement. These lives are reviewed and updated annually. Based on
the forecasts prepared, there is not considered to be a significant risk of
material adjustment to the carrying amount of the intangible assets within the
next 12 months. No reasonable sensitivity performed in relation to the useful
economic lives assumption would result in a material change in the carrying
value of intangible assets.

In 2024, the Directors made the decision to align the useful lives of certain
acquired intangible assets with those that are internally generated. The
impact of this change is explained in note 8.

Share-based payment charge/credit

Fair values used in calculating the amount to be expensed as a share-based
payment is subject to a level of uncertainty. These fair values are calculated
by applying a valuation model, which is in itself judgemental, and takes into
account certain inherently uncertain assumptions. No reasonable sensitivity
performed in relation to the share-based payment assumptions would result in a
material change to the charge/credit in the consolidated income statement.

Accounting judgements

The following are the areas requiring the use of judgement that may
significantly impact the Group financial statements:

Capitalisation of internal development costs

Distinguishing the research and development phases of a new customised project
and determining whether the recognition requirements for the capitalisation of
development costs are met requires judgement. There is also some judgement
required in relation to the proportion of time capitalised for employees
working on the development of internally generated intangible assets. After
capitalisation, management monitors whether the recognition requirements
continue to be met and at what point amortisation should commence, in addition
to whether there are any indicators that capitalised costs may be impaired.

Capitalised development expenditure is analysed further in note 8.

3.    SEGMENTAL ANALYSIS

The Chief Operating Decision Maker (CODM) has been identified as the Executive
Directors. The Directors have determined that the operating segments, based on
these financial statements, are:

 

 ●    Brand Addition - sale of promotional products through complex services
      provided under framework contracts on an international basis;
 ●    Facilisgroup - provision of technology solutions, consolidated buying power
      and community learning and networking events to SME promotional product
      distributors in North America through subscription-based services; and
 ●    Central operations - certain central activities and costs that are not
      directly related to the activities of the operating segments.

Segment information about the above businesses is presented on the following
pages.

The Executive Directors assess the performance of the operating segments based
on Adjusted EBITDA and operating profit. Other information provided to the
Directors is measured in a manner consistent with that in the financial
statements. Inter-segment transactions are entered into under the normal
commercial terms and conditions that would also be available to unrelated
third parties. Segment assets exclude centrally held cash at bank and in hand.

Major customers

In 2025, there was one major customer that individually accounted for at least
10% of total revenues (2024: one). In 2025, the revenue relating to this
customer was £13,000,000 (2024: £13,787,000) and related to the Brand
Addition segment.

Analysis of revenue by geographical destination

                     2025     2024
                     £'000    £'000
 United Kingdom      17,251   18,193
 Continental Europe  39,426   41,944
 North America       44,088   42,713
 Rest of World       23,894   22,418
 Total revenue       124,659  125,268

The geographical revenue information above is based on the location of the
customer.

Included within Rest of World is £17,141,000 of revenue from China (2024:
£18,250,000) and included within Continental Europe is £10,250,000 of
revenue from Germany (2024: £9,695,000). No other individual countries
represented more than 5% of total revenues and therefore are not considered by
management to be individually material.

All £17,157,000 of revenue related to the Facilisgroup segment is included
within North America (2024: £17,595,000).

All the above revenues are generated from contracts with customers and are
recognised at a point in time or over time as follows:

                     2025     2024
                     £'000    £'000
 At a point in time  108,282  108,407
 Over time           16,377   16,861
 Total revenue       124,659  125,268

All £107,502,000 of revenue related to the Brand Addition segment is
recognised at a point in time (2024: £107,673,000).

All non-current assets of the Group reside in the UK, with the exception of
non-current assets with a net book value of £27,776,000 (2024: £31,248,000)
which were located in North America and £1,721,000 (2024: £2,091,000)
located in other foreign countries.

     Income statement for the year ended 31 December 2025

                                Brand Addition       Facilisgroup                     Central operations                Total      Group
                                £'000                £'000                            £'000                             £'000
 Revenue                        107,502              17,157                           -                                 124,659
 Cost of goods sold             (67,725)             -                                -                                 (67,725)
 Gross profit                   39,777               17,157                           -                                 56,934
 Operating expenses             (31,863)             (14,726)                         (2,990)                           (49,579)
 Operating profit/(loss)        7,914                2,431                            (2,990)                           7,355
 Analysed as:
 Adjusted EBITDA                      11,380                   7,261                         (2,822)                    15,819
 Depreciation                   (1,539)              (498)                                       (85)                   (2,122)
 Amortisation                   (1,891)                      (4,120)                                  -                 (6,011)
 Share-based payment charge             (36)                    (212)                            (83)                   (331)
 Operating profit/(loss)        7,914                2,431                            (2,990)                           7,355
 Finance expense                         (244)                     (53)                         (180)                   (477)
 Profit/(loss) before taxation          7,670                  2,378                         (3,170)                    6,878
 Income tax expense             (957)                (511)                            (32)                              (1,500)
 Profit/(loss) for the year     6,713                1,867                            (3,202)                           5,378

 

Statement of financial position as at 31 December 2025

                                 Brand Addition            Facilisgroup                          Central operations                Total      Group
                                 £'000                     £'000                                 £'000                             £'000
 Assets
 Non-current assets
 Intangible assets                       37,891                    20,833                                        -                 58,724
 Property, plant and equipment             3,596                     1,764                       143                               5,503
 Total non-current assets        41,487                    22,597                                143                               64,227
 Current assets
 Inventories                     11,141                                      -                                   -                 11,141
 Trade and other receivables     27,050                    5,432                                 302                               32,784
 Cash and cash equivalents       8,626                     903                                   108                               9,637
 Current tax asset               205                       533                                                   -                 738
 Total current assets            47,022                    6,868                                 410                               54,300
 Total assets                    88,509                    29,465                                553                               118,527
 Liabilities
 Non-current liabilities
 Lease liability                 1,958                     1,371                                                128                3,457
 Deferred tax liability/(asset)  580                       2,134                                 (103)                             2,611
 Total non-current liabilities   2,538                                3,505                      25                                6,068
 Current liabilities
 Lease liability                 1,426                     296                                   5                                 1,727
 Trade and other payables        25,788                    2,016                                 701                               28,505
 Total current liabilities       27,214                    2,312                                           706                     30,232
 Total liabilities               29,752                               5,817                      731                               36,300
 Net assets/(liabilities)        58,757                    23,648                                (178)                             82,227

 

Income statement for the year ended 31 December 2024

                                Brand Addition                Facilisgroup                     Central operations                Total      Group
                                £'000                         £'000                            £'000                             £'000
 Revenue                        107,673                       17,595                           -                                 125,268
 Cost of goods sold             (69,816)                      -                                -                                 (69,816)
 Gross profit                   37,857                        17,595                           -                                 55,452
 Operating expenses             (29,979)                      (14,125)                         (2,725)                           (46,829)
 Operating profit/(loss)        7,878                         3,470                            (2,725)                           8,623
 Analysed as:
 Adjusted EBITDA                        10,771                          8,760                         (2,844)                          16,687
 Depreciation                          (1,612)                            (552)                            (42)                         (2,206)
 Amortisation                           (1,499)                        (4,817)                                 -                        (6,316)
 Share-based payment credit                  218                             79                           161                               458
 Operating profit/(loss)        7,878                         3,470                            (2,725)                           8,623
 Finance expense                           (292)                            (60)                         (193)                             (545)
 Profit/(loss) before taxation            7,586                         3,410                         (2,918)                            8,078
 Income tax expense             (1,094)                       (597)                            (21)                              (1,712)
 Profit/(loss) for the year     6,492                         2,813                            (2,939)                           6,366

 

     Statement of financial position as at 31 December 2024

                                Brand Addition                        Facilisgroup                          Central operations                 Total      Group
                                £'000                                 £'000                                 £'000                              £'000
 Assets
 Non-current assets
 Intangible assets                      38,593                                23,165                                        -                        61,758
 Property, plant and equipment            4,522                                 2,373                                  228                             7,123
 Deferred tax asset             187                                                     -                              98                                 285
 Total non-current assets               43,302                                25,538                                   326                           69,166
 Current assets
 Inventories                            12,095                                          -                                   -                        12,095
 Trade and other receivables            24,649                                  5,726                                  276                           30,651
 Cash and cash equivalents              11,435                                  1,207                               3,817                            16,459
 Current tax asset                             10                                 39                                        -                            49
 Total current assets                   48,189                                  6,972                               4,093                            59,254
 Total assets                           91,491                                32,510                                4,419                          128,420
 Liabilities
 Non-current liabilities
 Lease liability                         3,269                                 1,788                                       128                        5,185
 Deferred tax liability                           -                            1,645                                        -                         1,645
 Total non-current liabilities           3,269                                 3,433                                       128                        6,830
 Current liabilities
 Lease liability                         1,311                                    292                                       49                        1,652
 Trade and other payables              25,935                                  1,954                                  673                           28,562
 Total current liabilities             27,246                                  2,246                                  722                           30,214
 Total liabilities                     30,515                                  5,679                                  850                           37,044
 Net assets                             60,976                                26,831                                3,569                            91,376

 

4.    INCOME TAX EXPENSE

                                                                2025    2024
                                                                £'000   £'000
 Current income tax
 -      UK corporation tax charge for the year                  730     994
 -      Adjustments in respect of prior years                   (906)   (170)
 -      Foreign tax                                             541     1,362
 Total current income tax                                       365     2,186
 Deferred tax
 -      Origination and reversal of temporary differences       572     (355)
 -      Adjustments in respect of prior years                   563     (403)
 -      Changes in tax rates                                    -       284
 Total deferred tax                                             1,135   (474)
 Total income tax expense                                       1,500   1,712

 

The expected corporation tax charge for the year is calculated at the UK
corporation tax rate of 25% (2024: 25%) on the profit before taxation for the
year. Taxation for other jurisdictions is calculated at the rates prevailing
in the respective jurisdictions in which the Group operates.

 

The charge for the year can be reconciled to the profit in the consolidated
income statement as follows:

                                                                                2025    2024

 Analysis of charge in year
                                                                                £'000   £'000
 Reconciliation of total tax charge:
 Profit before taxation                                                         6,878   8,078
 Profit before taxation multiplied by the rate of corporation tax in the UK of  1,720   2,020
 25% (2024: 25%)
 Effects of:
 Adjustments in respect of prior years                                          (343)   (573)
 Non-deductible income                                                          (59)    (64)
 Differences in tax rates in overseas jurisdictions                             182     47
 Unrecognised for deferred tax                                                  -       (2)
 Impact of rate change on deferred tax                                          -       284
 Total income tax expense                                                       1,500   1,712

Factors that may affect future tax charges

As a Group with worldwide operations, The Pebble Group plc is subject to
several factors that may affect future tax charges, principally the levels and
mix of profitability in different jurisdictions, transfer pricing regulations,
tax rates imposed and tax regime reforms.

Amounts recognised directly in equity

Taxation arising in the reporting period and not recognised in net profit or
loss or other comprehensive income but directly credited to equity:

                                                                              2025    2024
                                                                              £'000   £'000
 Deferred tax: credit relating to employee share schemes - value of employee
 services

                                                                              (39)    -

      Taxation credited to other comprehensive income:

                                                                     2025    2024
                                                                     £'000   £'000
 Current tax: credit relating to deductible foreign exchange losses  (304)   -

5.    EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the earnings attributable
to equity shareholders by the weighted average number of Ordinary Shares in
issue during the year. The difference between the opening number of Ordinary
Shares as at 1 January 2025 and the weighted average number of Ordinary Shares
in issue during the year is due to shares repurchased under the Group's share
buyback programme and tender offer transaction, as detailed in note 11.

For diluted earnings per share, the weighted average number of Ordinary Shares
in issue is adjusted to assume conversion of potentially dilutive Ordinary
Shares. The Company has potentially dilutive Ordinary Shares arising from
share options granted to employees.

Statutory EPS

                                                                                 2025         2024
 Earnings (£'000)
 Earnings for the purposes of basic and diluted earnings per share being         5,378        6,366

 profit for the year attributable to equity shareholders
 Number of shares
 Weighted average number of shares for the purposes of basic earnings per share  156,079,283  166,216,248
 Weighted average dilutive effects of conditional share awards                   59,603       441,975
 Weighted average number of shares for the purposes of diluted earnings per      156,138,886  166,658,223
 share
 Earnings per Ordinary Share (pence)
 Basic earnings per Ordinary Share                                               3.45         3.83
 Diluted earnings per Ordinary Share                                             3.44         3.82

Adjusted EPS

The calculation of adjusted earnings per share is based on the after-tax
adjusted profit after adding back certain costs as detailed in note 6.
Adjusted earnings per share figures are given to exclude the effects of
amortisation of acquired intangible assets and share-based payment
charge/(credit), all net of taxation, and are considered to show the
underlying performance of the Group.

                                                                                2025         2024
 Earnings (£'000)
 Earnings for the purposes of basic and diluted adjusted earnings per share     6,019        7,693
 being adjusted earnings (note 6)
 Number of shares
 Weighted average number of shares for the purposes of basic adjusted earnings  156,079,283  166,216,248
 per share
 Weighted average dilutive effects of conditional share awards                  59,603       441,975
 Weighted average number of shares for the purposes of diluted adjusted         156,138,886  166,658,223
 earnings per share
 Adjusted earnings per Ordinary Share (pence)
 Basic adjusted earnings per Ordinary Share                                     3.86         4.63
 Diluted adjusted earnings per Ordinary Share                                   3.85         4.62

6.    ALTERNATIVE PERFORMANCE MEASURES (APMs)

Throughout the consolidated financial statements, we refer to a number of
APMs. A reconciliation of the APMs used are shown below.

Adjusted EBITDA

                                      2025    2024
                                      £'000   £'000
 Operating profit                     7,355   8,623
 Add back/(deduct):
 Depreciation                         2,122   2,206
 Amortisation                         6,011   6,316
 Share-based payment charge/(credit)  331     (458)
 Adjusted EBITDA                      15,819  16,687

 

Adjusted operating profit

                                                             2025    2024
                                                             £'000   £'000
 Operating profit                                            7,355   8,623
 Add back/(deduct):
 Amortisation charge on acquired intangible assets (note 8)  523     2,113
 Share-based payment charge/(credit)                         331     (458)
 Adjusted operating profit                                   8,209   10,278

 

Adjusted profit before tax

                                                             2025    2024
                                                             £'000   £'000
 Profit before tax                                           6,878   8,078
 Add back/(deduct):
 Amortisation charge on acquired intangible assets (note 8)  523     2,113
 Share-based payment charge/(credit)                         331     (458)
 Adjusted profit before tax                                  7,732   9,733

 

Adjusted earnings

                                                             2025    2024
                                                             £'000   £'000
 Profit for the year attributable to equity shareholders     5,378   6,366
 Add back/(deduct):
 Amortisation charge on acquired intangible assets (note 8)  523     2,113
 Share-based payment charge/(credit)                         331     (458)
 Tax effect of the above                                     (213)   (328)
 Adjusted earnings                                           6,019   7,693

7.    DIVIDENDS PAID AND PROPOSED

                                                                              2025    2024
                                                                              £'000   £'000
 Declared and paid during the year
 Final dividend of 1.85p (2024: 1.2p) per share proposed and paid during the
 year relating to the previous year's results

                                                                              2,963   2,005
 Proposed for approval at AGM (not recognised as a liability at 31 December)
 Final dividend for 2025 of 2.00p (2024: 1.85p) per share                     3,000   2,963

 

      As per the Trust Deed, the EBT has waived its entitlement to a
dividend on the shares held by the trust.

 

 

8.    INTANGIBLE ASSETS

                                    Goodwill  Customer relationships  Software and development costs  Work in progress  Total
                                    £'000     £'000                   £'000                           £'000             £'000
 Cost
 At 1 January 2024                  35,964    10,768                  28,880                          6,677             82,289
 Exchange differences               51        164                     (130)                           81                166
 Additions                          -         -                       479                             6,080             6,559
 Disposals                          -         -                       (22)                            -                 (22)
 Transfers                          -         -                       5,578                           (5,578)           -
 At 31 December 2024                36,015    10,932                  34,785                          7,260             88,992
 Exchange differences               (208)     (658)                   (1,223)                         (474)             (2,563)
 Additions                          -         -                       263                             4,235             4,498
 Disposals                          -         -                       (1,947)                         -                 (1,947)
 Transfers                          -         -                       5,967                           (5,967)           -
 At 31 December 2025                35,807    10,274                  37,845                          5,054             88,980
 Accumulated amortisation
 At 1 January 2024                  -         2,799                   18,183                          -                 20,982
 Exchange differences               -         50                      (92)                            -                 (42)
 Charge for the year                -         537                     5,779                           -                 6,316
 Disposals                          -         -                       (22)                            -                 (22)
 At 31 December 2024                -         3,386                   23,848                          -                 27,234
 Exchange differences               -         (207)                   (835)                           -                 (1,042)
 Charge for the year                -         523                     5,488                           -                 6,011
 Disposals                          -         -                       (1,947)                         -                 (1,947)
 At 31 December 2025                -         3,702                   26,554                          -                 30,256
 Net book value
 At 31 December 2023                35,964    7,969                   10,697                          6,677             61,307
 At 31 December 2024                36,015    7,546                   10,937                          7,260             61,758
 At 31 December 2025                35,807    6,572                   11,291                          5,054             58,724

All additions were paid for in the year.

Staff costs of £3,474,000 (2024: £5,367,000) have been capitalised as
intangible assets. The net book value of internally generated assets is
£15,984,000 (2024: £16,797,000), which relates to all of the work in
progress balance and the remaining amount is within software and development
costs.

Individually material intangible assets held by the Group as at 31 December
2025 relate to the Facilisgroup technology platform with a net book value of
£7,668,000 (2024: £6,425,000) included within software and development costs
which had a remaining amortisation period of between 1 and 3 years (2024: 1
and 3 years) and £4,603,000 (2024: £7,062,000) included within work in
progress.

The amortisation charge for the year ended 31 December 2025 includes
£523,000 (2024: £2,113,000) in respect of acquired intangible assets. This
included a charge of £nil (2024: £950,000) which has been accelerated to
align the useful lives of certain acquired intangible assets with those that
are internally generated.

The remaining amortisation periods for customer relationships are between 11
and 13 years (2024: 12 and 14 years) and for software and development costs
are between 1 and 5 years (2024: 1 and 5 years).

The Group tests goodwill annually for impairment or more frequently if there
are indicators that goodwill might be impaired.

Having completed the impairment reviews at the date of transition and at each
subsequent balance sheet date, no impairments were identified.

9.    PROPERTY, PLANT AND EQUIPMENT

                           Fixtures and fittings  Computer hardware  Right-of-use assets      Total
                           £'000                  £'000              £'000                    £'000
 Cost
 At 1 January 2024         3,682                  2,873              13,443                   19,998
 Exchange differences      14                     (22)               (46)                     (54)
 Additions                 65                     138                859                      1,062
 Disposals                 (1)                    (103)              (560)                    (664)
 At 31 December 2024       3,760                  2,886              13,696                   20,342
 Exchange differences      (124)                  (84)               (230)                    (438)
 Additions                 139                    251                260                      650
 Disposals                 (67)                   (252)              (181)                    (500)
 At 31 December 2025       3,708                  2,801              13,545                   20,054
 Accumulated depreciation
 At 1 January 2024         2,837                  1,644              7,211                    11,692
 Exchange differences      16                     (15)               (16)                     (15)
 Charge for the year       259                    462                1,485                    2,206
 Disposals                 (1)                    (103)              (560)                    (664)
 At 31 December 2024       3,111                  1,988              8,120                    13,219
 Exchange differences      (105)                  (63)               (122)                    (290)
 Charge for the year       232                    372                1,518                    2,122
 Disposals                 (67)                   (252)              (181)                    (500)
 At 31 December 2025       3,171                  2,045              9,335                    14,551
 Net book value
 At 31 December 2023       845                    1,229              6,232                    8,306
 At 31 December 2024       649                    898                5,576                    7,123
 At 31 December 2025       537                    756                4,210                    5,503

 All additions within fixtures and fittings and computer hardware, totaling
 £390,000 (2024: £203,000), were paid for in the year.

 Right-of-use assets - net book value                                             2025              2024
                                                                                  £'000             £'000
 Leasehold property                                                               3,723             5,112
 Fixtures and fittings                                                            431               393
 Computer hardware                                                                56                71
 Total right-of-use assets - net book value                                       4,210             5,576

10.  LEASES

      Amounts recognised in the statement of financial position

      The statement of financial position shows the following amounts
relating to leases:

 Right-of-use assets

                                    £'000
 At 1 January 2024                  6,232
 Exchange differences               (30)
 New leases recognised in the year  859
 Depreciation charge for the year   (1,485)
 At 31 December 2024                5,576
 Exchange differences               (108)
 New leases recognised in the year  260
 Depreciation charge for the year   (1,518)
 At 31 December 2025                4,210

      These are included within property, plant and equipment in the
statement of financial position.

 Lease liability                          2025    2024

                                          £'000   £'000
 Not more than one year
 Minimum lease payments                   1,938   1,998
 Interest element                         (211)   (346)
 Present value of minimum lease payments  1,727   1,652

 Between one and five years
 Minimum lease payments                   3,552   5,046
 Interest element                         (237)   (340)
 Present value of minimum lease payments  3,315   4,706

 More than five years
 Minimum lease payments                   157     504
 Interest element                         (15)    (25)
 Present value of minimum lease payments  142     479

      This is analysed in the consolidated statement of financial
position as follows:

                                                2025    2024

                                                £'000   £'000
 Current                                        1,727   1,652
 Non-current                                    3,457   5,185
 Total present value of minimum lease payments  5,184   6,837

 

11.  SHARE CAPITAL

      The authorised, issued and fully paid number of shares are set out
below.

                              Ordinary Shares  Share  capital   Share premium
                              Number           £                £
 Ordinary Shares of 1p each:
 At 1 January 2024            167,450,893      1,674,509        78,451,312
 Purchase of own shares       (2,674,539)      (26,745)         -
 At 31 December 2024          164,776,354      1,647,764        78,451,312
 Purchase of own shares       (16,061,645)     (160,616)        -
 At 31 December 2025          148,714,709      1,487,148        78,451,312

The Ordinary Shares have full voting, dividend and capital distribution
rights, including on winding up. They are non-redeemable.

In May 2024, the Group commenced a share buyback programme to repurchase up to
£5 million of its own shares. During the year, 5,405,908 Ordinary Shares with
a total nominal value of £54,059 were bought back by the Company for a total
consideration, including transaction costs, of £2,235,000, charged to
retained earnings (2024: 2,674,539 Ordinary Shares with a nominal value of
£26,745 for a total consideration, including transaction costs, of
£1,416,000). The Company subsequently cancelled these shares which resulted
in a reduction in share capital of £54,059 (2024: £26,745), with a
corresponding increase in the capital reserve. Details of the individual
transactions can be found in the RNS announcements section of the Company's
website. The share buyback programme concluded on 3 June 2025.

On 11 August 2025, the Group completed a tender offer to repurchase and cancel
10,655,737 of its Ordinary Shares with a total nominal value of £106,557 at a
price of 61 pence per Ordinary Share, pursuant to the terms and conditions set
forth in the offer documents. The total consideration, including transaction
costs associated with the tender offer, was £6,807,000. The Group
subsequently cancelled these shares which resulted in a reduction in share
capital of £106,557, with a corresponding increase in the capital reserve.

During the year, the EBT purchased a total of 1,257,126 Ordinary Shares at an
average price of £0.48 per share, which were used to satisfy the exercise of
364,105 LTIP options. The EBT did not sell any shares and the remaining
1,346,208 shares are held by the Trust, with a fair value of £585,600.

12.  PRINCIPAL RISKS AND UNCERTAINTIES

The Board has identified the following risks as currently being the most
significant and specific to the Group's businesses:

 ●    Breach of IT security or cyber-attack;
 ●    Macroeconomic environment;
 ●    Global supply chain disruptions;
 ●    Reliance on IT systems;
 ●    Share price performance, volatility and liquidity;
 ●    Attracting and retaining key personnel;
 ●    Interruption to warehouse operations;
 ●    Concentrated client base;
 ●    Technological change and artificial intelligence; and
 ●    Climate change.

 

 

Full details of the above risks, together with details of the corresponding
mitigating measures and internal controls to address each risk, will be
provided in our 2025 Annual Report.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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.

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.   END  FR GPUBUWUPQPPQ



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