REG - Plexus Holdings Plc - Final Results
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RNS Number : 1974M Plexus Holdings Plc 19 December 2025
19 December 2025
Plexus Holdings PLC
("Plexus", the "Company" or the "Group")
Final Results
Plexus Holdings PLC (AIM: POS), the AIM quoted wellhead services business,
announces its Final Results for the year ending 30 June 2025.
Financial Summary*
· Sales revenue £4.48m (2024: £12.7m)
· Adjusted EBITDA loss £1.1m (2024 Profit: £5.4m)
· Loss before tax (reported) £3.3m (2024 Reported Profit: £2.8m)
· Loss before tax (reported) £3.3m (2024 Adjusted Profit: £3.5m)
· Loss after tax £3.3m (2024 Profit: £2.9m)
· Basic Loss per share 2.70p (2024: 2.83p earnings)
· Cash and cash equivalents of £2.5m (2024: £2.5m)
· Total assets £17.7m (2024: £19.9m)
· Total equity £16.1m (2024: £15.4m)
* Note: The 2024 results were materially influenced by a one-off exceptional
licence deal, which elevated both revenue and profit for that period.
Operational Overview
· November 2024 - secured c.$1m Middle East gas exploration contract
utilising Plexus' Exact Jack-up rental wellhead equipment, now expected to
commence in Q1 2026
· December 2024 - completed North Sea special project, generating total
revenues of over £9m
· March 2025 - completed build of four new sets of Exact rental wellhead
equipment to support Middle East exploration contract
· April 2025 - raised £3.5m (£3.15m net of expenses) at 6.5p alongside
conversion of outstanding loan notes of £0.7m to fund expansion of the Exact
rental fleet and strengthen balance sheet
· April 2025 - ordered first four sets of Exact wellheads with delivery
expected in January 2026 for deployment in Q1 2026
· May 2025 - completed pre-engineering phase of North Sea subsea
intervention project utilising subsea wellhead rental equipment for deployment
H2 2025
· June 2025 - completed first phase of North Sea Dutch sector P&A
contract generating £1.9m in revenues, with operations expected to resume in
2026
· R&D expenditure, including patents, of £442k (2024: £558k)
reflecting ongoing investment in patents and product development
· Completed Annual API audit, retaining API Q1 accreditation and
transitioning to API Q1 10(th) Edition
Post period end
· July 2025 - announced board changes including appointment of Dr Stuart
Paton as Non-Executive Director and resignation of Kunming Liu
· July 2025 - secured rental wellhead contract for North American
market for expected deployment in Q1 2026
· September 2025 - completed North Sea subsea intervention well
· November 2025 - signed two-year Framework Agreement with North Sea
operator to provide wellhead services and associated equipment for projects in
the UK offshore sector
· December 2025 - agreed loan facility of up to £2m with OFM Holdings
Ltd to provide financial flexibility and support operations and strategic
growth initiatives
Chief Executive Craig Hendrie said: "This year has been one of active
rebuilding, with significant progress made in expanding our rental wellhead
fleet and reestablishing momentum in our core Jack up business. While last
year's £2.93m profit was driven by a one-off licence transaction, this year
the Group reported a loss before tax of £3.27m which is consistent with our
strategic decision to reinvest in the rental model and strengthen our rental
operations.
"Operationally, we delivered steady activity in the North Sea, although
several projects scheduled for the period were postponed due to continued
uncertainty in the region. The lack of clarity around proposed changes to the
Energy Profits Levy has slowed not only new exploration and development
drilling but also decommissioning and Carbon Capture and Storage (CCS) work
across the UK.
"In response, we increased our focus on international markets. With new rental
work on track to commence in the USA and Middle East in Q1 2026, we are
actively building a pipeline of follow-on opportunities. The Middle East
remains a key strategic region and to support growth we have appointed a
Business Development manager who is now based in the United Arab Emirates.
"These steps give us a strong foundation to advance the wider suite of POS
GRIP applications that Plexus retains. This includes HG-R production wellhead
remediation technology, HG Trees, Plug and Abandonment (P&A) products, and
subsea infrastructure solutions such as the Python subsea wellhead system.
"As the new CEO of Plexus, I would like to thank Ben van Bilderbeek for his
continued leadership and oversight as Chairman, and to welcome Stuart Paton to
the board as a Non-Executive Director. Their experience and support will be
invaluable as we execute the next phase of our strategy."
For further information please visit www.plexusplc.com
(http://www.plexusplc.com/) or contact:
Plexus Holdings PLC Tel: 01224 774222
Craig Hendrie, CEO
Mike Park, CFO
Cavendish Capital Markets Limited Tel: 0131 220 6939
Derrick Lee
St Brides Partners Ltd plexus@stbridespartners.co.uk (mailto:plexus@stbridespartners.co.uk)
Isabel de Salis
Paul Dulieu
Will Turner
Chairman's Statement
Business progress
This has been a year of meaningful operational progress. A key highlight was
securing a major gas exploration contract in the Middle East, which will
utilise our Exact Jack‑up rental wellhead equipment. Although originally
scheduled to commence in the second half of 2025, the project is now expected
to begin in the first quarter of 2026, generating revenues of approximately $1
million. To support this contract, Plexus completed the build of four new sets
of Exact rental wellhead equipment in March 2025, ensuring readiness for
deployment.
We also saw the completion of a special North Sea project in December 2024,
which generated revenues of more than £9 million, demonstrating our
engineering expertise and ability to deliver complex offshore solutions.
Furthermore, in June 2025, Plexus completed the first phase of a North Sea
Dutch sector P&A contract, generating £1.9 million in revenues, with
operations scheduled to resume in 2026.
April 2025 was a pivotal month for the Company when we successfully raised
£3.5 million (£3.15 million net of expenses) at 6.5p per share, alongside
the conversion of £0.7 million in outstanding loan notes. This provided
capital for further expansion of the Exact rental fleet, enabling Plexus to
capitalise on growing demand for Jack‑up rental wellheads in exploration and
P&A projects, and also strengthened the balance sheet. During the same
period, the first four new sets of Exact wellheads were ordered, with delivery
expected in January 2026 ahead of deployment in Q1 2026.
Innovation and diversification remained central to operations. In May 2025,
Plexus completed the pre‑engineering phase of a North Sea subsea
intervention project, which subsequently saw our subsea wellhead rental
equipment deployed post year end. Research and development expenditure
amounted to £442k (2024: £558k), reflecting ongoing investment in patents
and product development to protect and expand the Company's technology
portfolio.
Quality assurance also remained a priority. Plexus successfully completed its
annual API audit, retaining its API Q1 accreditation and transitioning
seamlessly to API Q1 10th Edition, reinforcing the Company's commitment to
industry standards and operational excellence.
Financial Performance
For the year to 30 June 2025, the Group delivered revenues of £4.48m,
compared to £12.72m in 2024 and recorded a loss before tax of £3.3m,
compared to a profit of £2.8m in the prior year. The 2025 results reflect the
planned investment phase as we rebuild and expand our rental operations, while
the 2024 financial performance was boosted by an exceptional licence deal,
creating an unusually strong comparative year.
Intellectual Property
Plexus' intellectual property and decades-long record of invention and
innovation remain a core differentiator. Over the past year, Plexus
strengthened its position in the Jack-up wellhead business, supported by the
£3.5 million raise in April 2025 to double our Exact-EX rental fleet. This
puts us in a strong position to meet increasing demand for Jack-up rental
wellheads, particularly for exploration and P&A projects.
POS-GRIP® Technology remains central to Plexus' strategy and value. After a
period of development, we expect SLB to see some benefit from integrating
POS-GRIP into its surface wellhead product lines this year. Plexus retains
full rights to subsea and special applications, with a longer-term strategy to
broaden its product range and explore licensing opportunities with other
service companies. With an underlying base of revenue expected to kick in from
the rental business, Plexus will soon be able to focus again on
commercialising the remaining POS-GRIP applications.
Staff
On behalf of the Board, I would like to thank our employees for their hard
work and commitment during the year. Their commitment has been critical in
growing our rental inventory, maintaining our technical capability, and
ensuring we are prepared to capitalise on rising activity across our key
markets.
Outlook
Looking ahead, despite ongoing challenges in sentiment towards offshore oil
and gas, we remain highly optimistic. Global demand for Jack up rigs is
strong, and our technology is well suited to P&A, CCS, and geothermal
applications. By focusing on shorter lead time opportunities, deepening
collaboration with SLB, and building on our intellectual property base, we
have positioned the Group for sustainable and diversified growth.
In closing, I would like to thank the Board, our new Executive team, the
Aberdeen management group, and all staff for their continued hard work and
support. Together, we are committed to delivering on our overriding objective:
generating increasing value for our shareholders in the year ahead.
Ben van Bilderbeek
Non-Executive Chairman
18 December 2025
Strategic Report
The Directors present their strategic report for the year ended 30 June 2025.
Principal Activity
The Group provides wellhead equipment and related equipment and services, for
oil and gas drilling and production, carbon capture and storage, "CCS", and
well plug and abandonment "P&A" activities. Plexus specialises in
adjustable wellhead equipment which has particular benefits for work based on
Jack-up rigs. Other specialised equipment based on Plexus POS-GRIP Technology
are also offered.
Business review
A review of the development and performance of the business during the year
consistent with its size and complexity, together with commentary on future
developments including the main trends and factors likely to affect the
business, is given in the Chairman's Statement. Where guidelines refer to the
provision of key performance indicators, the directors are of the opinion
certain financial and non-financial indicators included in the highlights, and
the Directors' Report section of the Annual Report meet this requirement. The
Directors have provided a description of the principal risks and uncertainties
facing the Group in the Annual Report.
Financial Results
Statement of Comprehensive Income
Revenue
Revenue for the year was £4,481k, a decrease from £12,723k in the prior
year. Revenue in the first half of the year was dominated by the completion of
the major rental project, generating £2,073k. Following successful completion
efforts were then focused on growing the underlying organic business.
Last year's revenue figure had been particularly high due to the major rental
project (£7,644k) and the one off SLB licensing agreement (£4,082k).
Margin
Gross margin has decreased from 72.17% in the prior year to 51.42% in the
current year.
A year-to-year comparison of gross margin adds little value given prior year
revenues included the one off SLB licensing agreement which had no associated
cost of sale. Additionally, due to investment in the rental fleet over the
last two years, rental asset depreciation (included in cost of sales) has
increased from £321k in the prior year to £681k in the current year.
Overhead expenses
Administrative expenses have remained broadly in line with the prior year at
£5,550k compared to £5,579k in the prior year.
Continuing salary and benefit costs remain the largest component of
administrative expenses at £3,142k compared to £3,267k in the prior year.
(Loss) / profit Before Tax
The loss before tax of £3,266k compares to a profit before tax of £2,803k in
the prior year,
Adjusted EBITDA
The Directors use, amongst other things, Adjusted EBITDA as a non-GAAP measure
to assess the Group's financial performance. The Directors consider Adjusted
EBITDA to be the most appropriate measure of the underlying financial
performance of the Group in the period. Adjusted EBITDA for the year was a
loss of £1,073k, compared to a profit of £5,446k in the previous year.
Cash and Cash Equivalents
Cash at the year-end was £2,537k compared to £2,486k in the prior year,
reflecting a net cash inflow for the year of £51k. A further analysis of cash
movements can be found in the statement of cash flows.
The expected future cash inflows and the cash balances held are anticipated to
be adequate to meet current on-going working capital, capital expenditure,
R&D, and project related commitments. This expectation is subject to
satisfaction of the two matters identified within the going concern
assessment.
Convertible loans
In April 2025 the convertible loans which had a value of £856k at the last
reporting date, were fully converted into equity as part of a fundraising
event.
Share Capital and Share Premium
Following the successful fundraise in April 2025, 67,305,127 new ordinary
shares were issued, increasing share capital from £1,054k to £1,727k,
creating a share premium of £3,353k.
The share premium is net of share issue costs of £349k and includes the
crystallised loan note premium of £175k, following the convertible loan
noteholders' participation in the fundraise.
Dividends
The Company has not paid any dividends in the year and does not propose to pay
a final dividend. Whilst the Company remains committed to distributing
dividends to its shareholders when appropriate, the Directors believe that it
is prudent to suspend the payment of dividends considering the ongoing capital
and operational requirements of the business.
Operations
The Group's primary focus during the first half of the financial year was the
successful completion of the major contract noted in the operational overview,
which generated £2,073k of revenue during the year. Primary focus then
shifted to growing the Group's revenue through the utilisation of its Exact
equipment, which generated circa £2,160k of revenue in the year.
Plexus continued to invest in R&D during the year, with significant focus
on optimising the Exact rental exploration wellhead product range for the
current market. R&D remains an important operational activity and further
develops the value of our IP and ability to extend the range of applications
of our technology.
Staff at the end of June 2025 (excluding non-executive directors) comprised of
39 employees (2024: 37 employees, including one international employee), with
a weighted average total of 38 which is an increase of 2 from the prior year.
Staff development remains a key priority, supported by a thorough evaluation
and revision of the appraisal system. The updated process empowers both
employees and line managers to maximise the value of performance reviews and
continuously identify development opportunities.
The Company continues to maintain the OPITO accreditation for its competency
management system, with continual developments and improvements to the
process, ensuring a robust assessment of employees in safety--critical roles.
Health and Safety continues to be a fundamental priority for the business and
remains central to all operations. Plexus is fully committed to the continuous
improvement of safety standards and the reinforcement of a strong safety
culture across the organisation. This ongoing commitment is demonstrated by
the Company achieving another year without a lost time injury ("LTI"), and as
of September 2025, Plexus reached its tenth consecutive year without an LTI -
a significant milestone that reflects the sustained focus on safe working
practices.
Plexus continues to operate in full compliance with the requirements of the
API Q1/ISO 9001 and ISO 45001 standards, ensuring the continued retention of
both API 6A and API 17D licences. These accreditations reaffirm Plexus'
capability, integrity, and commitment to maintaining the highest industry
standards. During the reporting period, an API audit was successfully
completed, with Plexus retaining its API Q1 accreditation, including the
successful transition to the 10(th) Edition of API Q1.
The IT department continues to play a critical role in supporting Plexus's
operational efficiency, security, and digital innovation. Over the past year,
there has been focus on strengthening infrastructure to ensure business
continuity and data protection.
A key achievement has been the successful implementation of an off-site
disaster recovery solution, designed to provide robust coverage in the event
of a large-scale disruption. This solution ensures that critical systems and
data can be restored quickly and securely, minimising downtime and operational
impact.
In parallel, we have deployed a more resilient on-site backup strategy. This
includes enhanced protection for both cloud-based and locally stored data,
ensuring comprehensive coverage and faster recovery times. These improvements
significantly bolster our ability to safeguard Plexus's digital assets and
maintain service continuity under adverse conditions.
Strategy and Future Developments
Plexus has been involved in the design of specialised wellhead equipment for
the offshore market for over 40 years, and this history and knowledge
continues to drive the products and services that are offered.
In 2021, Plexus licenced the Exact wellhead and Centric mudline systems back
from SLB and set about updating and improving this product range to compete in
the current market. This has resulted in the Exact-EX adjustable wellhead
system, which is optimised for use on modern Jack-up rigs when they are used
for exploration drilling, development, or CCS pre-drilling or P&A
activities. This optimised system is significantly more cost effective than
competing through-BOP adjustable wellheads, and Plexus is developing a fleet
of rental wellhead systems to be deployed in this market, which forms the core
of the short-term business growth. The Middle East remains an important and
busy area of activity for exploration drilling; Plexus has made an initial
breakthrough into this market through a contract secured in late 2024 with
operations now expected to go live in Q1 of 2026. This region in particular is
expected to become an area of growth and to support this we have appointed a
Business Development manager based in the United Arab Emirates.
Plexus retains the right to offer POS-GRIP surface production for small
projects of less than four systems and in specialised applications such as
adjustable wellheads. These types of opportunities are usually 12 months or
more in the planning and manufacturing stages, and so this market sector will
continue to be developed as a medium-term growth objective.
In both the medium and the longer term, Plexus is working on leveraging the
remaining applications of POS-GRIP, which are for subsea and other specialised
applications. POS-GRIP has been successfully deployed in subsea applications
recently, such as the Oceaneering P&A campaign and the recent special
application. These projects have used technology from the Python subsea
wellhead system, and such successful deployments are significant steps along
the way of field-testing elements of the system, making a full deployment of
the Python system more viable. Additionally, long term focus remains on
developing other POS-GRIP products, such as valves to complement our
proprietary wellheads for use in production applications and also potential
further licencing of POS-GRIP technology in large volume markets.
Key Performance Indicators
The Directors monitor the performance of the Group by reference to certain
financial and non-financial key performance indicators. The financial
indicators include revenue, adjusted EBITDA, profit/loss, earnings per share,
cash balances, and working capital resources and requirements. The analysis of
these is included in the financial results section of this report.
Non-financial indicators include Health and Safety statistics, R&D
activity, equipment utilisation rates, the level of ongoing customer interest
and support. Several non-financial key performance indicators are included
within the strategic report; customer interest and equipment utilisation are
monitored internally by senior management through regular meetings attended by
departmental managers.
Principal Risks and Risk Management
There are a number of potential risks and uncertainties that could have an
impact on the Group's performance, which include the following.
(a) Political, legal, and environmental risks
Plexus aims to participate in a global market where the exploration and
production of oil and gas reserves, and the access to those reserves can be
adversely impacted by changes in political, operational, and environmental
circumstances. The current global political and environmental landscape,
particularly in relation to climate change and net zero goals, continues to
demonstrate how such factors can generate risks and uncertainties that can
present a risk to trading. Such risks also extend to legal and regulatory
issues, and it is important to understand that these can change at short
notice. Regulatory changes can have an adverse impact on investment levels, as
of course does a country's decision-making process in relation to granting new
exploration and production drilling opportunities. To help address and balance
such risks, the Group where possible seeks to broaden its geographic footprint
and customer base, as well as actively looking to forge commercial
relationships with large industry players, and potential licencees.
(b) Oil and Gas Sector Trends
New technologies, particularly in relation to renewables such as wind and
solar, alternative energies and current developments such as the increasing
use of electric vehicles could all in the future prove very disruptive to the
traditional oil and gas industry and the corresponding demand for exploration
and production equipment and services. To help mitigate this risk Plexus is
committed to work in areas such as renewables, carbon capture and
decommissioning, ensuring diversification from exploration and production.
(c) Technology
It is critical to the success of the Group to be able to anticipate changes in
technology or in industry standards and to successfully develop and introduce
new, enhanced and competitive products on a timely basis and keep pace with
technological change.
As noted above the Company is committed to widening the application of its
technology. In order to ensure that the Group's technology and IP develop, the
Group commits resources annually to research and development and is open to
completing sponsored R&D projects on behalf of customers. Additionally,
senior management have regular meetings with key end-customers to maintain
visibility over their technological requirements.
(d) Competitive risk
The Group operates in highly competitive markets and often competes directly
with large multi-national corporations who have greater resources and are more
established. This risk has become more concentrated over recent years
following a series of mergers and acquisitions by competitors creating larger
entities. The major oil service and equipment company consolidations have
magnified such issues as competitors reduce in number but increase in size,
influence, and reach. Unforeseen product innovation or technical advances by
competitors could adversely affect the Group, and lead to a slower take up of
the Group's proprietary technology. To mitigate this risk, Plexus has an
active R&D programme, and maintains an extensive suite of patents and
trademarks, and actively continues to develop and improve its IP, including
adding to its existing extensive 'know-how' to ensure that it continues to be
able to offer unique superior wellhead design solutions.
(e) Operational
The Group operates in highly competitive markets, often directly against large
multi-national corporations who have greater resources, are more established
and have a larger geographical footprint. As a smaller group, the main
operational risk is not obtaining work due to availability of equipment and
resources. Plexus is mitigating this risk by focussing on increasing its
rental fleet, and attempting to increase its geographical reach, by targeting
work in new regions.
(f) Going Concern, liquidity, and finance requirements
As a relatively small business with adequate, but not excess cash resources,
and following a number of loss-making years, Plexus has to closely monitor and
manage cash flow. Additionally, Plexus' smaller market cap may limit its
ability to raise additional funds in the public markets.
The Group undertakes cashflow forecasting throughout the year to ensure the
going-concern assumption is still appropriate. The Group and Company are
reliant on the receipt of the additional funding under the new loan facility
and on converting currently uncontracted sales growth in 2026. Failure to
achieve either matter would have a material impact on both the Group and
Company's ability to continue as a going concern. Therefore, this indicates a
material uncertainty which may cast significant doubt on the ability of the
Group and Company to continue as a going concern.
(g) Credit
The main credit risk is attributable to trade receivables. Where the Group's
customers are large international oil and gas companies the risk of
non-payment is significantly reduced and more likely to be related to client
satisfaction. Where smaller independent oil and gas companies are concerned,
credit risk can be a factor. Customer payments can potentially involve
extended payment terms. This risk can be mitigated by agreeing structured
payment terms on larger value contracts with milestone stage payments. The
Group's exposure to credit risk is monitored continuously, and to date its
collections record has been extremely reliable.
(h) Risk assessment
The Board has established an on-going process for identifying, evaluating, and
managing significant risk areas faced by the Group. One of the Board's control
documents is a detailed "Risks assessment & management document," which
categorises risks in terms of: business area (which includes IT), compliance,
finance, cash, receivables, fixed assets, other debtors/prepayments,
creditors, legal, and personnel. These risks are assessed and updated as and
when appropriate and can be associated with a variety of internal and external
sources including regulatory requirements, disruption to information systems
including cyber-crime, control breakdowns and social, ethical, environmental
and health and safety issues.
Section 172 Statement
This section serves as the section 172 statement and should be read in
conjunction with the full Strategic Report and the Corporate Governance Report
in the Annual Report. Section 172 of the Companies Act 2006 requires directors
to take into consideration the interests of stakeholders in their decision
making. The Directors continue to have regard to the interests of the
Company's employees and other stakeholders, including shareholders, customers
and suppliers, Licence Partners and the community and environment, through
positive engagement and when making decisions. Acting in good faith and fairly
between members, the Directors consider what is most likely to promote the
success of the Company for its members in the long term and to protect the
reputation of the Company.
Shareholders
Plexus seeks to develop an investor base of long-term shareholders that are
aligned to our strategy, whether institutional or private retail investors. By
communicating our strategy and objectives, we seek to maintain continued
support from our investor base. Important issues include financial stability
and the strength of the statement of financial position and protecting and
strengthening the value of our intellectual property. Engagement with
shareholders is a key element to this objective and methods of engagement are
detailed in the Corporate Governance Report in the Annual Report. During the
year, the Executive Directors supported by other members of the senior
management team, the Company's broker, and the Investor Relations advisor,
engaged where possible with investors by email, presentations, direct
conversations, and ad-hoc meetings. The Company also continues to update its
website to provide investors and other stakeholders with access to information
about the Company. During the year, several key decisions were made by the
Board, including the conversion of debt and issue of new shares, including an
open offer to all shareholders, which raised gross funds of £3.5m. This
fund-raising related decision was aimed at increasing shareholder value.
Employees
The Group's UK staff are engaged by the Company's subsidiary Plexus Ocean
Systems Limited based in Aberdeen, Scotland. As a relatively small company
with fewer than 40 employees largely operating in one location, there is a
high level of visibility regarding employee engagement and satisfaction. The
Company is engaged with a specialist firm of benefits advisers who can offer a
comprehensive service to employees as well as to the Company. The Company
consults with employees on matters of competency, training, and health and
safety as detailed in the Corporate Governance Report in the Annual Report.
Since the last report, the Company successfully achieved ten continuous years
with no Lost Time Injuries ("LTI") and this successful safety culture has
continued beyond that anniversary to the date of writing.
Customers and Suppliers
The Company is committed to acting ethically and with integrity in all
business dealings and relationships. Fostering good business relationships
with key stakeholders including customers and suppliers is important to the
Company's success. The Board seeks to implement and enforce effective systems
and controls to ensure its supply chain is maintaining the highest standard of
business conduct in line with best practice including in relation to
anti-bribery and modern slavery.
Licence Partners
The Company engages with Licence Partners in a way that follows the same
principles as those applied to relationships with other customers and
suppliers. Additionally, the Company engages with its Licence Partners to
support their efforts to achieve commercial success by holding, as and when
required, technical workshops, technical training, and data transfer.
Following the announcement in November 2020 of entering into a non-exclusive
surface wellhead licencing agreement with Cameron (SLB) and the extension of
this agreement in December 2021, and the further agreement signed in December
2023. In May 2023 SLB exercised its option to extend its non-exclusive licence
agreement with Plexus for an additional six years effective from November
2023. This was then the followed with the additional licensing agreement in
December 2023.
Community and Environment
The Company has minimal environmental impact in the localities in which it
operates. This clearly helps the Company meet its corporate objectives in this
regard but is never taken for granted. In the year under review, the Company
met its target for waste management and in general continues to operate in a
manner that is open, honest, and socially responsible.
M Park
Chief Financial Officer
18 December 2025
Consolidated Statement of Comprehensive Income
for the year ended 30 June 2025
2025 2024
£'000 £'000
Revenue 4,481 12,723
Cost of sales (2,177) (3,541)
------- -------
Gross profit 2,304 9,182
Administrative expenses (5,550) (5,579)
Non-recurring - Compensation for loss of office - (693)
------- -------
Operating (loss) / profit (3,246) 2,910
Finance income 3 4
Finance costs (25) (196)
Other income 2 2
Non-recurring items
Gain on sale of associate undertaking - 83
------- -------
(Loss) / profit before taxation (3,266) 2,803
Income tax credit - 130
------- -------
(Loss) / profit for year (3,266) 2,933
Other comprehensive income - -
------- -------
Total comprehensive (Loss) / profit (3,266) 2,933
for the year attributable to the owners of the parent
------- -------
(Loss) / earnings per share
Basic (2.70p) 2.83p
Diluted (2.70p) 2.83p
Consolidated Statement of Financial Position
at 30 June 2025
2025 2024
£'000 £'000
Assets
Goodwill 767 767
Intangible assets 7,761 8,312
Property, plant and equipment 4,651 3,908
Right of use asset 30 334
------- -------
Total non-current assets 13,209 13,321
------- -------
Corporation tax - 132
Inventories 1,228 1,099
Trade and other receivables 694 2,874
Cash and cash equivalents 2,537 2,486
------- -------
Total current assets 4,459 6,591
------- -------
Total assets 17,668 19,912
------- -------
Equity and liabilities
Called up share capital 1,727 1,054
Share premium 3,353 -
Share based payments reserve 674 674
Retained earnings 10,416 13,682
------- -------
Total equity attributable to equity holders of the parent
16,170 15,410
------- -------
Liabilities
Lease liabilities - 88
------- -------
Total non-current liabilities - 88
------- -------
Trade and other payables 1,410 3,217
Convertible loans - 856
Lease liabilities 88 341
------- -------
Total current liabilities 1,498 4,414
------- -------
Total liabilities 1,498 4,502
------- -------
Total equity and liabilities 17,668 19.912
------- -------
These financial statements were approved and authorised for issue by the board
of directors on 18 December 2025 and were signed on its behalf by:
M
Park
C Hendrie
Director
Director
Company Number: 03322928
Consolidated Statement of Changes in Equity
for the year ended 30 June 2025
Called Up Shares Held in Treasury Share Based Payments Reserve Retained Total
Earnings
Share Capital
Share Premium
£'000 £'000 £'000 £'000 £'000 £'000
Balance as at 30 June 2023 1,054 (2,500) 674 12,292 11,520
Total comprehensive income for the year - - - - 2,933 2,933
Sale of shares held in treasury - - 957 - - 957
Loss on shares held in treasury - - 1,543 - (1,543) -
------- ------- ------- ------- ------ ------
Balance as at 30 June 2024 1,054 - - 674 13,682 15,410
Total comprehensive loss for the year - - - - (3,266) (3,266)
Issue of ordinary shares (net of issue costs) 673 3,353 - - - 4,026
------- ------- ------- ------- ------ ------
Balance as at 30 June 2025 1,727 3,353 - 674 10,416 16,170
------- ------- ------- ------- ------- -------
Consolidated Statement of Cash Flows
for the year ended 30 June 2025
2025 2024
£'000 £'000
Cash flows from operating activities
(Loss) / profit before taxation (3,266) 2,803
Adjustments for:
Depreciation and amortisation charges 2,171 1,841
Redemption premium on convertible loans 19 174
Gain on sale of associate undertaking - (83)
Other income (2) (2)
Investment income (3) (4)
Interest expense 6 22
Changes in working capital:
(Increase) / decrease in inventories (129) 1,166
Decrease / (increase) in trade and other receivables 2,177 (556)
Decrease in trade and other payables (1,808) (1,430)
------- -------
Cash (used in) / generated from operating activities (835) 3,931
Income tax receipts 132 151
------- -------
Net cash (used in) / generated from operating activities (703) 4,082
------- -------
Cash flows from investing activities
Purchase of intangible assets (442) (558)
Purchase of property, plant and equipment (1,633) (3,064)
Net proceeds from sale of associate undertaking - 987
Proceeds of sale of property, plant and equipment 22 -
Interest and investment income received 3 -
------- -------
Net cash used in investing activities (2,050) (2,635)
------- -------
Cash flows from financing activities
Net proceeds from share issue 3,151 -
Repayment of convertible loans - (1,020)
Net proceeds from sale of treasury shares - 957
Repayments of lease liabilities (347) (347)
------- -------
Net cash inflow / (outflow) from financing activities 2,804 (410)
------- -------
Net increase in cash and cash equivalents 51 1,037
Cash and cash equivalents at 1(st) July 2,486 1,449
------- -------
Cash and cash equivalents at 30(th) June 2,537 2,486
------- -------
Notes to the Consolidated Financial Statements
1. Revenue
2025 2024
£'000 £'000
By geographical area
UK 2,540 8,591
USA 2 4,082
Europe 1,924 -
Rest of World 15 50
----- -----
4,481 12,723
----- -----
The revenue information above is based on the location of the customer.
2025 2024
£'000 £'000
By revenue stream
Rental 2,885 6,629
Service 483 532
Sold equipment 94 12
Licensing fees - 4,082
Rebillables 257 204
Support services and engineering 762 1,264
----- -----
4,481 12,723
----- -----
Substantially all of the revenue in the current and previous periods derives
from the sale, licensing, short-term rentals and the provision of services
relating to the Group's patent protected equipment.
2. Segment Reporting
The Group derives revenue from the sale of its POS-GRIP technology and
associated products, the rental of equipment utilising the POS-GRIP technology
and service income principally derived in assisting with the commissioning and
on-going service requirements of our equipment. These income streams are all
derived from the utilisation of the technology which the Group believes is its
only segment.
Per IFRS 8, the operating segment is based on internal reports about
components of the group, which are regularly reviewed and used by the board of
directors being the Chief Operating Decision Maker ("CODM").
All of the Group's non-current assets are held in the UK.
The following customers each account for more than 10% of the Group's
continuing revenue:
2025 2024
£'000 £'000
Customer 1 2,223 7,644
Customer 2 1,918 4,082
3. Income tax credit
(i) The taxation credit for the year comprises: 2025 2024
£'000 £'000
UK Corporation tax:
Foreign taxation - 2
Adjustment in respect of prior years - (132)
----- -----
Total current tax credit - (130)
----- -----
Deferred tax:
Origination and reversal of timing differences (179) (117)
Adjustment in respect of prior years 179 117
----- -----
Total deferred tax - -
----- -----
Total tax credit - (130)
----- -----
The effective rate of tax is 25.00% (2024: 25%)
(ii) Factors affecting the tax charge on continuing activities for the year 2025 2024
£'000 £'000
(Loss) / profit on ordinary activities before tax (3,266) 2,803
Tax on profit / (loss) at standard rate of UK (816) 701
Corporation tax of 25% (2024: 25%)
Effects of:
Fixed asset differences 17 1
Income not taxable - (111)
Expenses not deductible for tax purposes - 2
Other differences - (1)
Adjustments in respect of prior year - (132)
Adjustments in respect of prior year - deferred tax 179 117
Foreign tax - 2
Deferred tax not recognised 620 -
Utilisation of brought forward losses - (709)
----- -----
Total tax credit - (130)
----- -----
(iii) Movement in deferred tax asset balance 2025 2024
£'000 £'000
Deferred tax asset at beginning of year - -
Debit to Statement of Comprehensive Income - -
----- -----
Deferred asset at end of year - -
----- -----
(iv) Deferred tax asset balance 2025 2024
£'000 £'000
The deferred tax asset balance is made up of the following items:
Difference between depreciation and capital allowances 1,721 2,333
Tax losses (1,721) (2,333)
----- -----
Deferred tax asset at end of year - -
----- -----
As outlined in the accounting policy deferred tax assets are recognised only
to the extent that it is probable that future taxable profit will be
available. The deferred tax asset relates to losses to the value of the
deferred tax losses and is reviewed at the end of each reporting period. The
Group has previously recognised a deferred tax asset based upon its mid-term
forecast profitability. On the basis losses have not been fully utilised in
the current financial year management consider that the probable threshold is
not met and have released the asset to the extent there are not sufficient
taxable temporary differences. Once this threshold can be demonstrated an
asset will be recognised. At 30 June 2025 the Group has tax losses available
of £24.5m (2024: £21.4m).
4. (Loss) / earnings per share
2025 2024
£'000 £'000
(Loss) / profit attributable to shareholders (3,266) 2,933
----- -----
Number Number
Weighted average number of shares in issue 121,060,036 103,576,297
Dilution effects of share schemes - -
---------- ----------
Diluted weighted average number of shares in issue 121,060,036 103,576,297
---------- ----------
Loss per share
(Loss) / earnings per share (2.70p) 2.83p
Diluted (loss) / earnings per share (2.70p) 2.83p
------ ------
Basic loss per share is calculated on the results attributable to ordinary
shares divided by the weighted average number of shares in issue during the
year.
Diluted earnings per share calculations include additional shares to reflect
the dilutive effect of share option schemes. As the exercise prices are all
higher than the average share price during the year the option schemes are
considered to be non-dilutive.
5. Intangible Assets
Patent and Other
Intellectual Property Development Computer
Software
Total
£'000 £'000 £'000 £'000
Cost
As at 30 June 2023 4,600 14,653 244 19,497
Additions - 558 - 558
----- ----- ----- -----
As at 30 June 2024 4,600 15,211 244 20,055
Additions - 442 - 442
Disposals - - (174) (174)
----- ----- ----- -----
As at 30 June 2025 4,600 15,653 70 20,323
----- ----- ----- -----
Amortisation
As at 30 June 2023 4,026 6,497 243 10,766
Charge for the year 238 738 1 977
----- ----- ----- -----
As at 30 June 2024 4,264 7,235 244 11,743
Charge for the year 238 755 - 993
Disposals - - (174) (174)
----- ----- ----- -----
As at 30 June 2025 4,502 7,990 70 12,562
----- ----- ----- -----
Net Book Value
As at 30 June 2025 98 7,663 - 7,761
----- ----- ----- -----
As at 30 June 2024 336 7,976 - 8,312
----- ----- ----- -----
When assessing the carrying value of the Group's assets the key assumptions on
which the valuation is based are that:
· Industry acceptance will result in continued growth of the business
above long-term industry growth rates. Management considers this to be
appropriate for a new technology gaining industry acceptance;
· Prices will rise with inflation;
· Costs, in particular direct costs, and staff costs are based on
past experiences, and management's knowledge of the industry.
These assumptions were determined from the directors' knowledge and
experience.
The value in use calculation is based on pre-tax cash flow forecasts derived
from the most recent financial model information available. Although the
Group's technology is proven and has proven commercial value the exploitation
of opportunities beyond the rental wellhead exploration equipment services
market are at a relatively early stage and the commercialisation process is
expected to be a long term one. The cash flow forecasts therefore extend to
2045 to ensure the full benefit of all current projects is realised. The
rationale for using a timescale up to 2045 with growth projections which
increase in the first five years and decline thereafter, is that as time
progresses, Plexus expects to gain an increasing foothold in the surface,
subsea and other equipment markets, including the recent re-entry into the
Jack-up exploration rental wellhead sector. This has been evidenced with an
increase in enquiries following the work undertaken in the year on the major
rental contract. As the Group is starting from a base point of trading the
growth rates are expected to be high in the initial years then in later years
where the technology becomes established the expected rate of growth declines.
The 20-year span of the model is considered appropriate given the newly
patented technology will have 20 years of protection. However, it should be
noted that even after the expiry of patents, there is a great deal more in
Plexus' products that doesn't mean that it is suddenly open technology when
the patent expires. Additionally, Plexus has built-up decades worth of
knowledge, test data and experience.
As Plexus operate in a highly competitive marketplace, which has cyclical
periods of high M&A activity, the model takes two approaches, organic
sales growth and a licensing route, whereby a CGU would be licensed to a
partner and licensing revenues would be generated.
The key assumptions used in these calculations include the discount rate
(10.87%), revenue projections, growth rates, expected gross margins and the
lifespan of the Group's technology.
Management estimates the discount rates using pre-tax rates that reflect
current market assessments of the time value of money and risks specific to
the Group and the markets in which it operates. Revenue projections, growth
rates, margins and technology lifespans are all estimated based on the latest
business models and the most recent discussions with customers, suppliers and
other business partners.
Management regularly assesses the sensitivity of the key assumptions,
including a sensitivity analysis on the discount rate flexing it by 5% both
positively and negatively.
It should be noted that revenue level within the model to an extent are
speculative, given the model has a 20 year reach. Given this, management have
also produced a discounted cashflow model with reduced revenues which acts as
a sensitized model and highlights and provides further evidence that
impairment of the IP is not required. It would require significant adjustments
to key assumptions before the goodwill and other intangibles would be
impaired.
Patent and other development costs are internally generated.
The impairment review has been conducted on two CGUs, split by the category of
IP: Deepwater and Conventional.
6. Property plant and equipment
Tenant Assets under construction Motor vehicles
Buildings Improvements Equipment £000 £000 Total
£000 £000 £000 £000
Cost
As at 30 June 2023 685 859 5,850 385 17 7,796
Additions - - 183 2,881 - 3,064
Transfers - - 2,862 (2,862) - -
----- ----- ----- ----- ----- -----
As at 30 June 2024 685 859 8,895 404 17 10,860
Additions - - 77 1,551 5 1,633
Disposals (892) (892)
Transfers - - 979 (979) - -
----- ----- ----- ----- ----- -----
As at 30 June 2025 685 859 9,059 976 22 11,601
----- ----- ----- ----- ----- -----
Depreciation
As at 30 June 2023 685 680 5,010 - 17 6,392
Charge for the year - 76 484 - - 560
----- ----- ----- ----- ----- -----
As at 30 June 2024 685 756 5,494 - 17 6,952
Charge for the year - 76 798 - - 874
Disposals (876) (876)
----- ----- ----- ----- ----- -----
As at 30 June 2025 685 832 5,416 - 17 6,950
----- ----- ----- ----- ----- -----
Net book value
As at 30 June 2025 - 27 3,643 976 5 4,651
----- ----- ----- ----- ----- -----
As at 30 June 2024 - 103 3,401 404 - 3,908
----- ----- ----- ----- ----- -----
The value in use of property, plant and equipment is not materially different
from the carrying value.
7. Share Capital
2025 2024
9
£'000 £'000
Authorised:
Equity: 172,691,366 (2024: 110,000,000) Ordinary shares of 1p each 1,727 1,100
----- -----
Allotted, called up and fully paid:
Equity: 172,691,366 (2024: 105,386,239) Ordinary shares of 1p each 1,727 1,054
----- -----
Share issue in the year:
Number of shares Share capital Share premium £'000 Total
£'000 £'000
£'000 £'000
As at 30 June 2024 105,386,239 1,054 - 1,054
On 7(th) April 2025 67,305,127 673 3,527 4,200
Less share issue costs - - (349) (349)
Crystalised loan note premium - - 175 175
---------- ------- ------- -------
At 30 June 2025 172,691,366 1,727 3,353 5,080
---------- ------- ------- -------
8. Analysis of net debt
2025: At beginning of year Cashflow Non-cash movements At end of year
£'000 £'000 £,000 £'000
Cash and cash equivalents 2,486 51 - 2,537
Lease Liability (429) 347 (6) (88)
Convertible loan notes (856) - 856 -
----- ----- ----- -----
Total 1,201 398 850 2,449
----- ----- ----- -----
2024: At beginning Cashflow Non-cash movements At end of year
of year
£'000 £'000 £'000 £'000
Cash and cash equivalents 1,449 1,037 - 2,486
Lease Liability (761) 347 (15) (429)
Convertible loan notes (1,702) 1,020 (174) (856)
----- ----- ----- -----
Total (1,014) 2,404 (189) 1,201
----- ----- ----- -----
9. Convertible loans
£'000
Amortised cost at 30 June 2023 1,702
-----
Redemption premium to 31 January 2024 113
Repayment of Convertible loans (1,020)
Redemption premium as a result of cash repayment 25
-----
Amortised cost at 31 January 2024 820
Redemption premium 36
-----
Amortised cost at 30 June 2024 856
-----
Redemption premium 19
Crystalised Premium on conversion (175)
Conversion of loan notes (700)
-----
Amortised cost at 30 June 2025 -
-----
In October 2022 Plexus raised £1,550,000 through the issue of 1,550,000
convertible loan notes. The loan notes were non-interest bearing and had an
original maturity date being 24 months after issue, which was subsequently
extended by 6 months in October 2024.
The loan notes could be settled in cash, with an additional 20% redemption
interest on the principal amount or converted into new shares where the
principal amount would be settled at a 20% discount to the share price paid by
investors in a qualifying financing event. The 20% discount noted above
equates to a 25% premium on the principal amount. Therefore, a redemption
premium of £387,500 was recognised over the two-year term.
On 31 January 2024 it was announced that the company would make a cash payment
to redeem £849,992 loan notes, plus redemption premium of £169,998, a total
payment of £1,019,990, leaving £700,008 loan notes outstanding.
On 19 March 2025 the company announced it would be undertaking a proposed
fundraising event through the placing of new ordinary shares through a direct
subscription and retail offering. This event was completed in April 2025. This
constituted the qualifying financing event that would facilitate the
conversion of the loan notes to equity.
The convertible loan note holders converted both the principal and the premium
accrued of the outstanding convertible loan notes into new Ordinary Shares in
the Company at the Conversion Price.
The total number of Conversion Shares is 13,461,692, comprising:
· OFM Investment Limited: 8,333,442 conversion Shares
· Ben van Bilderbeek: 4,166,712 conversion Shares
· Jeffrey Thrall: 961,538 conversion Shares
10. Subsequent Event
On 11 December 2025 the Company announced that it had entered into an
agreement for a £2m loan facility with OFM Holdings Limited, a company
ultimately owned by a trust of which Ben van Bilderbeek is settlor. This loan
facility will be used to manage the Group's working capital requirements in
the second half of FY2026.
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