REG - Rosebank Industries - Audited Results for year ended 31 December 2025
03/03/2026 09:15
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RNS Number : 1018V Rosebank Industries PLC 03 March 2026
3 March 2026
ROSEBANK INDUSTRIES PLC
("ROSEBANK" OR THE "COMPANY" OR THE "GROUP")
AUDITED RESULTS
FOR THE YEAR ENDED 31 DECEMBER 2025
ROSEBANK 2025 ADJUSTED RESULTS AHEAD OF EXPECTATIONS,
ECI MAKING STRONG OPERATIONAL PROGRESS,
CONFIDENCE IN MEDIUM-TERM TARGETS & EVALUATING FURTHER M&A
Rosebank Industries plc today announces its audited results for the year ended
31 December 2025 ("the Year"). This includes approximately four months of
contribution from ECI and restates the prior period results, which were
limited to the Rosebank Head office costs, to show a US Dollar presentation
currency. An additional measure to guide ongoing performance, the 2025
annualised adjusted(1) numbers for ECI, is also discussed below:
Adjusted(1) results Statutory results
Seven-month period ended 31 December 2024 Seven-month period ended 31 December 2024
2025 2025
$m $m $m $m
Revenue 445 - 445 -
Operating profit/(loss) 57 (2) (46) (12)
Profit/(loss) after tax 38 (1) (48) (11)
Diluted earnings/(loss) per share 17.8c (5.7)c (22.6)c (69.1)c
Net debt/(cash) 494 (60) n/a n/a
Bank covenant leverage 2.4x n/a n/a n/a
Group Highlights:
● Adjusted(1) operating profit was $57 million, after Rosebank central costs of
$13 million. Adjusted(1) diluted EPS was 17.8 cents
● The statutory results show revenue of $445 million and an operating loss of
$46 million; adjusting(1) items of $103 million related to the Group's
acquisition and disposal activities, restructuring spend and other non-cash
items
● Net debt(1) was significantly lower than market expectations at $494 million.
This was achieved despite unwinding costly working capital customer factoring
and supplier finance arrangements, inherited with ECI, totalling over $100
million, in line with our pre-acquisition assumptions
● Bank covenant leverage(1) at 31 December 2025 was 2.4x
● The intended step-up to main market remains on track for Q2 2026
● Rosebank is in advanced discussions regarding a possible transaction to
acquire two private-equity owned US-based businesses for a headline enterprise
value of approximately $3.05 billion
ECI Highlights:
● In the period of Rosebank ownership ECI trading was ahead of market
expectations, with revenue of $445 million and adjusted(1) operating profit of
$70 million and an adjusted(1) operating margin of 15.6%
● Electrification and Industrial revenue was $195 million in the period of
Rosebank ownership and adjusted(1) operating margin was 22.0%, up 1.0
percentage points compared to 2024
● Appliance and HVAC revenue was $250 million in the period of Rosebank
ownership, and adjusted(1) operating margin was 16.4%, up 3.7 percentage
points compared to 2024
● Annualised unaudited adjusted(1) results for ECI in 2025 includes revenue of
$1,219 million (down 4% year on year), adjusted(1) operating profit of $188
million (up 16% year on year), and an adjusted operating margin of 15.4% (up
2.6 percentage points)
● Good progress has been made since announcing an initial 24 month restructuring
programme which includes reducing the number of sites by over a quarter. This
will cost approximately $80 million and uplift adjusted(1) operating profit by
approximately $30 million, spread over the next two years
● ECI has actively re-engaged in the search for potential North American bolt-on
acquisition
opportunities for ECI, including engaging with several specific targets
2026 Full Year outlook:
Based on trading since the year end, current visibility and with good progress
on our action plans we remain on track to meet our full year expectations in
2026.
Simon Peckham, Chief Executive of Rosebank Industries plc, today said:
"This has been a transformational year for Rosebank with the acquisition of
ECI. The early actions that we and management have taken give us further
confidence that we will deliver the improvements we outlined for ECI and
achieve our adjusted operating margin targets of at least 18%. For 2026,
driven by actions within our control, we remain confident in the year ahead."
Notes:
1. Described in the glossary to the Preliminary Announcement and
considered by the Board to be a key measure of performance.
Enquiries:
Rosebank Industries plc:
Simon Peckham Chief Executive
Matthew Richards Group Finance Director
Investor Relations:
Chris Dyett +44 (0) 7974 974 690, ir@rosebankindustries.com
(mailto:ir@rosebankindustries.com)
Montfort Communications:
Nick Miles +44 (0) 7739 701 634, miles@montfort.london (mailto:miles@montfort.london)
Charlotte McMullen +44 (0) 7921 881 800, mcmullen@montfort.london
(mailto:mcmullen@montfort.london)
Investec Bank plc +44 (0)20 7597 5970
(Nominated Advisor, Joint Broker & Financial Advisor)
Carlton Nelson
Christopher Baird
Chairman's statement
I am pleased to present Rosebank's second set of results for the year ended 31
December 2025, covering our first full financial year since admission to
trading on AIM in July 2024.
Calendar year 2025
2025 is a year in which the Group achieved a significant milestone with the
acquisition of Electrical Components International, Inc ("ECI"). With results
including 19 weeks of ECI ownership, we achieved statutory revenue for the
Rosebank Group of $445 million, a statutory loss before tax of $51 million,
and adjusted profit before tax of $52 million. Net debt was also lower than
expectations at $494 million.
As planned, leverage has been materially reduced to 2.4x EBITDA, a level that
has been well received by customers and suppliers and is expected to support
improved trading terms. The business has also exited costly working capital
customer factoring and supplier finance arrangements totalling more than $100
million, in line with Rosebank's pre-acquisition assumptions.
Further details of these results are contained in the Finance Director's
review and I would like to thank all employees for their efforts in helping to
produce this performance.
Possible Transaction
As announced on 16 February 2026, the Company is in advanced discussions
regarding a possible transaction to acquire two private-equity owned US-based
businesses (the "Potential Transaction") for a headline enterprise value of
approximately $3.05 billion.
The full terms of the Potential Transaction remain confidential at this stage,
however the Company notes that the Potential Transaction is fully in line with
its acquisition criteria and, if it proceeds, would be funded through a
combination of a fully underwritten equity issue of approximately £1.9
billion and new debt facilities. A further announcement will be made, as and
when required.
Purpose, business model and strategy
Rosebank is executing its "Buy, Improve, Sell" strategy, whereby it seeks to
acquire good engineering businesses with strong market positions that would
benefit from an improvement in their performance, with a view to investing in
those businesses and empowering their management teams to make improvements
and drive value and performance to generate an above average return for
shareholders and ongoing benefits for wider stakeholders. We are actively
pursuing the next step in our "Buy, Improve, Sell" strategy, whether through
completion of the Potential Transaction already announced or by identifying
alternative acquisition opportunities that meet our criteria.
Dividend
In light of the acquisition of ECI completing late in the financial year, the
Board has confirmed that there will be no final dividend for the period. The
Board has since adopted a progressive dividend policy, targeting earnings
cover of approximately three times adjusted diluted earnings per share, and
expects to pay its first interim dividend following the announcement of our
interim results in September 2026.
Governance
The Board has continued to phase implementation of the UK Corporate Governance
Code following the acquisition of ECI, further details of which are set out in
the Corporate Governance report.
During the year, we were pleased to welcome Fiona MacAulay as a Non-executive
Director to the Board. On Fiona's appointment, Christopher Miller stepped down
as Chair of the Remuneration Committee, with Fiona assuming that role. Fiona
also serves as a member of the Nomination and Audit Committees.
As announced on 20 January 2026, we are looking forward to welcoming Liam
Butterworth as Chief Operating Officer and Executive Director of the Board.
Liam brings extensive operational and leadership experience, which will
further strengthen the executive team as the Group continues to deliver on its
strategic priorities. A further announcement will be made once Liam's start
date has been confirmed.
The search for a suitable candidate to fill a fourth independent Non-executive
Director position is underway.
Justin Dowley
Non-executive Chairman
2 March 2026
Chief Executive's review
This year has been one of disciplined execution against the strategic
framework we established at admission to trading on AIM in July 2024: to
replicate the highly successful "Buy, Improve, Sell" model pioneered by the
Rosebank Founders and deliver long-term value for shareholders and wider
stakeholders.
Electrical Components International
In August 2025, we completed the acquisition of Electrical Components
International ("ECI"). Founded in 1953, ECI is a predominantly US-based,
market leading manufacturing business providing critical electrical
distribution systems to a range of diversified industrial end-markets. This
acquisition represents Rosebank's first step in executing its strategy of
acquiring quality industrial businesses with performance improvement potential
and demonstrates the Company's ability to deploy capital with discipline and
conviction when the right opportunity emerges.
The early phase of our ownership has been encouraging. Since our acquisition
of ECI, we have moved quickly to agree a strategic plan with ECI management.
The plan provides a strong framework for operational and financial improvement
and is aligned with Rosebank's stated shareholder returns. Central to this
plan is an initial 24-month restructuring programme, which is now well
underway. The programme includes reducing the number of sites by over a
quarter, migrating production to lower cost facilities, reducing central
costs, and closure of the duplicate St Louis head office, which was completed
in December 2025. These actions are expected to deliver a significant uplift
in adjusted operating profit in the next two years.
Rosebank has also worked closely with ECI's management and their customers to
ensure the full recovery of all tariffs incurred, with these amounts now being
invoiced and paid, further protecting margins and earnings quality.
Further details of the trading performance of ECI are contained in the
Divisional review.
Outlook
Since the acquisition of ECI, we have taken fast and effective actions to
strengthen the business. Whilst end-markets for ECI are likely to remain
uneven in the near term, there are early signs of recovery in the US economy
more broadly and we are confident that ECI is well positioned to benefit from
any improvement in market conditions through 2026 and beyond.
Rosebank remains disciplined in its capital allocation and focused on actively
pursuing the next step in our "Buy, Improve, Sell" strategy. Your Board is
confident in our ability to deliver a transaction that will create significant
value for shareholders.
Simon Peckham
Chief Executive
2 March 2026
Electrical Components International
Acquired 19 August 2025
Enterprise Value Approximately $1.9 billion
Locations 37 worldwide
Customers 450+
Rosebank completed its first acquisition, that of Electrical Components
International ("ECI") on 19 August 2025, valuing ECI at an enterprise value of
approximately 9x 2025 Adjusted EBITDA. The acquisition was financed through
debt facilities and a fully underwritten institutional capital raise of
approximately £1.14 billion.
Founded in 1953, ECI is one of the world's leading suppliers of electrical
distribution systems, control box assemblies, and other critical engineered
components for a range of diversified end markets ranging from HVAC, smart
appliances to specialty transportation and advanced industrial tech equipment.
ECI powers smart, connected, and electrified solutions that enable the most
advanced technologies to solve the most complex challenges.
ECI operates through two Divisions: (1) Electrification and Industrial
("E&I") and (2) Appliance and HVAC ("A&H"), with the centrally
delivered Shared Service Centre monitored as a distinct unit due to the scale
and nature of its activities ("ECI Central"). E&I is focused on products
for high- and low-voltage electrical distribution systems, control box
assemblies, bus bars, advanced safety/high speed data assemblies, and
engineered components. A&H supplies low-voltage electrical distribution
systems, control box assemblies, and engineered components. Further
information on each of the divisions and their performance is set out in the
Divisional review.
During the period from 19 August 2025, the date on which ECI was acquired by
Rosebank, to 31 December 2025 (the "Period"), restructuring activities to
reduce the number of sites by over a quarter were initiated across ECI to
enhance cost competitiveness and operational resilience. Looking ahead to
2026, Rosebank will work closely with ECI to continue the execution of the
restructuring programme, with a focus on further optimising the businesses
manufacturing footprint, simplifying its operating model and strengthening
cost competitiveness.
Across ECI, the impact of newly implemented U.S. tariffs has been successfully
navigated; ECI has agreed with its customers the full recovery of all tariffs,
which are being invoiced and paid.
Divisional review
Electrification & Industrial ("E&I")
E&I is focused on products for high and low-voltage electrical
distribution systems, control box assemblies, bus bars, advanced safety/high
speed data assemblies, and engineered components in advanced industrial end
markets. E&I's operations take place at 23 locations around the world,
with facilities in the United States, Canada, Mexico, China, Poland, and the
Philippines.
Financial information
Financial results 2025
$m
Statutory revenue 195
Annualised revenue 514
Statutory operating profit 16
Adjusted operating profit((1)) 43
Annualised adjusted operating profit((1)) 113
(1) Described in the glossary to the Preliminary Announcement and
considered by the Board to be a key measure of performance.
Key strengths
● Technical problem-solving capability, providing fast and practical engineering
support for complex customer challenges
● Speed to execution, enabling rapid progression from design through
industrialisation and full production
● Operational excellence, delivering superior quality and reliable on-time
delivery, with products built right the first time and production schedules
customers can plan around
● Agile and flexible supply chain, allowing rapid scaling and adaptation to
changing customer and market requirements
● Global manufacturing footprint, enabling regional optimisation and support of
complex, multi-geography customer programmes
Performance
Despite broader market challenges, during the period from 19 August 2025, the
date on which ECI was acquired by Rosebank, to 31 December 2025 (the
"Period"), E&I delivered strong performance, with an adjusted operating
profit of $43 million on sales of $195 million, resulting in an adjusted
operating margin of 22% for the Period, up 1.0% compared to 2024.
Market environment and business response
During the Period, E&I continued to face soft end-market demand, with
lower OEM production volumes and normalising inventory levels, resulting from
stubborn top-down macro pressures including elevated inflation. The
agricultural end-market also faced subdued demand, but end-markets including
automation and construction are beginning to show signs of improvement, while
data centre related demand remained resilient.
E&I implemented a range of commercial and operational actions to mitigate
market headwinds. E&I initiated substantial cost-reduction initiatives to
flex its cost structure and protect profitability. These actions have included
productivity improvements, footprint optimisation, and disciplined fixed-cost
management, supported by the restructuring actions taken during the Period.
Appliance & HVAC ("A&H")
The A&H Division supplies low-voltage electrical distribution systems,
control box assemblies, and engineered components. Key end markets supplied
within Appliance include domestic white goods as well as commercial
appliances, while the HVAC segment is focused on commercial and residential
applications, including cooling systems for data centers. A&H's operations
take place at 14 locations around the world, with facilities in the United
States, Mexico, China, Thailand, Morocco and Spain.
Financial results 2025
$m
Statutory revenue 250
Annualised revenue 705
Statutory operating profit 8
Adjusted operating profit((1)) 41
Annualised adjusted operating profit((1)) 115
(1) Described in the glossary to the Preliminary Announcement and
considered by the Board to be a key measure of performance.
Key strengths
● Proven track record of managing complexity at scale across both high-volume,
low-mix and low-volume, high-mix production environments
● Deep customer intimacy supported by long-standing relationships with highly
reputable global OEMs
● High service levels, consistently delivering top-quartile quality performance
and on-time delivery
● Established global manufacturing footprint enabling worldwide support and
competitive solutions
● Global purchasing scale providing cost leverage and supply continuity
● Flexible and resilient supply chain capable of adapting to changing market and
customer requirements
Performance
During the Period, A&H delivered robust financial results despite a
challenging macroeconomic environment; adjusted operating profit was $41m on
sales of $250m, resulting in an adjusted operating margin of 16.4%, up 3.7%
compared to 2024. With improvement plans already underway, we expect further
operating margin progress through 2026.
Market environment and business response
During the Period, A&H continued to face headwinds in residential and
light commercial end-markets. Lower levels of activity in the housing sector,
coupled with elevated interest rates and inflationary pressures, negatively
impacted demand for residential appliances and HVAC products.
In contrast, heavy commercial HVAC demand remained resilient, supported by
sustained investment in data centres and commercial infrastructure, which
continued to drive demand for cooling systems and related electrical
assemblies. With this said, inflationary pressures across raw materials,
labour, and logistics persisted throughout the Period, impacting cost
structures across the value chain.
During the Period, A&H worked to pass through the inflation in its supply
chain as well as driving cost reductions through engineering changes and
global footprint optimisation. Operational improvements have continued to be
made, with the expectation that A&H will be well placed to take advantage
of any uplift in market conditions.
ECI Central
ECI also has a centrally delivered shared service centre, which operates as a
distinct unit to support the A&H and E&I divisions. The adjusted
operating loss for ECI Central was $14 million and the annualised adjusted
operating loss was $40 million.
Finance Director's review
Rosebank's first acquisition, Electrical Components International, Inc.
("ECI"), completed on 19 August 2025. As a result, the statutory and adjusted
results for the year ended 31 December 2025 include approximately four months
of ECI trading. The comparative for the seven-month period ended 31 December
2024 does not include any contribution from ECI and reflects only the central
costs associated with Rosebank during its pre‑acquisition phase. These
differences make meaningful year‑on‑year comparisons of statutory or
adjusted results difficult this year and as such, for ongoing comparisons, the
annualised ECI adjusted operating results are shown below.
ROSEBANK GROUP RESULTS
Following the acquisition of ECI, the presentation currency of the Rosebank
Group was changed to US Dollars, reflecting that ECI is a predominantly US
based business with the majority of the Group's trading now conducted in this
currency. The prior year numbers have been restated into US Dollars.
Statutory results:
The statutory results, which include approximately four months of trading for
ECI, are shown on the face of the Income Statement and are audited. The
statutory results show revenue of $445 million (2024: $nil), an operating loss
of $46 million (2024: $12 million) and a loss before tax of $51 million (2024:
$11 million). The diluted earnings per share ("EPS"), calculated using the
weighted average number of shares in issue during the year of 213.1 million,
was a loss of 22.6 cents (2024: loss of 69.1 cents).
Adjusted results:
The adjusted results are shown on the face of the Income Statement and are
audited. They are adjusted to exclude certain items which are significant in
size or volatility or by nature are non-trading or non-recurring. It is
Rosebank's accounting policy to exclude these items from the adjusted results,
which are used as an Alternative Performance Measure ("APM") as described by
the European Securities and Markets Authority ("ESMA").
The Board considers the adjusted results to be an important measure used to
monitor how the businesses are performing as they achieve consistency and
comparability between reporting periods when all businesses are held for the
complete reporting period.
The adjusted results in the year ended 31 December 2025 show revenue of $445
million (2024: $nil), an operating profit of $57 million (2024: loss of $2
million) and a profit before tax of $52 million (2024: loss of $1 million).
Adjusted diluted EPS, calculated using the weighted average number of shares
in issue during the year was 17.8 cents (2024: loss of 5.7 cents).
The description of adjusting items and a reconciliation of the statutory
results to the adjusted results is discussed later in this review.
Annualised adjusted results for ECI:
Annualised adjusted results reflect a full year ownership of ECI along with
the impact of the fair value process and IFRS conversion from 1 January 2025.
The Board believes that the annualised adjusted results for ECI give a
meaningful measure of annualised performance to guide ongoing results of the
Group.
Annualised adjusted results for ECI in the year ended 31 December 2025 are
unaudited and show revenue of $1,219 million and operating profit of $188
million.
STATUTORY, ADJUSTED AND ANNUALISED ADJUSTED RESULTS BY REPORTING SEGMENT
The following table shows revenue split by reporting segment for statutory and
annualised revenue:
Electrification Appliance Total
& Industrial & HVAC $m
$m $m
Statutory revenue 195 250 445
ECI revenue (1 January to 18 August) 319 455 774
Annualised revenue 514 705 1,219
The following table shows operating profit/(loss) split by reporting segment.
Adjusting items are described later in this review.
ECI Central ECI Total
Electrification & Industrial Appliance & HVAC $m $m Corporate Rosebank
$m $m $m $m
Statutory operating profit/(loss)
16 8 10 34 (80) (46)
Reconciling item:
Adjusting items 27 33 (24) 36 67 103
Adjusted operating profit/(loss)
43 41 (14) 70 (13) 57
ECI operating profit/(loss) 70 74 (26) 118 - 118
(1 January to 18 August)
Annualised adjusted operating profit/(loss) 113 115 (40) 188 (13) 175
The performance of ECI and its segments is discussed in the Chief Executive's
review.
RECONCILIATION OF STATUTORY RESULTS TO ADJUSTED RESULTS
The following table reconciles the statutory operating loss to adjusted
operating profit:
2025 2024
$m $m
Statutory operating loss (46) (12)
Adjusting items:
Acquisition and disposal costs, including associated transaction taxes 55 5
Amortisation of intangible assets acquired in business combinations 29 -
Currency movements in derivatives and associated financial assets and (25) -
liabilities
Reversal of IFRS 3 uplift in the fair value of inventory 23 -
Equity-settled compensation scheme charges 12 5
Restructuring costs 9 -
Adjustments to statutory operating loss 103 10
Adjusted operating profit/(loss) 57 (2)
Adjusting items to statutory operating loss in the year include:
Acquisition and disposal costs of $55 million (2024: $5 million) which include
general transaction fees and associated transaction taxes along with a loss of
$11 million on a contingent hedge, taken out on the announcement of the ECI
transaction to mitigate the foreign exchange risk on equity proceeds in
advance of the acquisition. These items are excluded from adjusted results due
to their non-trading nature.
The amortisation charge in the year of $29 million (2024: $nil) which included
approximately four months of amortisation of intangible assets acquired with
ECI. This is excluded from adjusted results due to its non-trading nature and
to enable comparison with companies that grow organically. Where intangible
assets are trading in nature, such as computer software and development costs,
the amortisation is not adjusted.
Movements in the fair value of derivative financial instruments primarily
related to forward foreign currency exchange contracts, where hedge accounting
is not applied, along with foreign exchange movements on the associated
financial assets and liabilities. These instruments are entered into to
mitigate the potential volatility of future cash flows and totalled a credit
of $25 million (2024: $nil). These are shown as an adjusting item due to their
volatility and size.
The uplift in finished goods and work in progress inventory which are present
in an acquired business, to a value closer to their selling price, in
accordance with IFRS 3. As a result, in the early months of an acquisition,
reduced profits are generated as this inventory is sold. The one-off effect in
the year, relating to ECI acquired inventory, was a charge of $23 million
(2024: $nil) and is excluded from adjusted results due to its size and
non-recurring nature.
The charge for the Rosebank equity-settled Incentive Scheme of $12 million
(2024: $5 million), including its associated employer's tax charge, which is
excluded from adjusted results due to its size and volatility. The shares that
would be issued, based on the Scheme's current value at the end of the
reporting period, are included in the calculation of the adjusted diluted
earnings per share, which the Board considers to be a key measure of
performance.
Restructuring and other associated costs totalling $9 million (2024: $nil),
which are shown as adjusting items due to their size and non-trading nature.
The charge related to the ECI multi-year restructuring programme, which will
reduce the number of sites by over a quarter, impacts both the Appliance &
HVAC and Electrification & Industrial divisions. This is expected to cost
c.$80 million in total, primarily relating to actions over the next two years.
FINANCE COSTS AND INCOME
The net finance costs in the year ended 31 December 2025 were $5 million
(2024: finance income of $1 million).
The Group was in a net cash position in the first half of the year and held
equity proceeds of approximately $1.6 billion for two months prior to the
acquisition of ECI on 19 August 2025, before drawing down on the Group's bank
facility to fund the ECI deal.
Net interest on external bank loans, overdrafts and cash balances was $2
million (2024: income of $1 million). In addition, finance charges included a
$1 million (2024: $nil) amortisation charge relating to the arrangement costs
of raising the bank facility, and $2 million (2024: $nil) in respect of an
interest charge on lease liabilities.
TAX
The statutory results show a tax credit of $3 million (2024: $nil) which
arises on a statutory loss before tax of $51 million (2024: $11 million),
resulting in a statutory tax rate of 6% (2024: nil%). This rate is lower than
the adjusted effective tax rate because many of the adjusting items, discussed
earlier in this review, do not give rise to tax deductions.
The effective tax rate on the adjusted profit before tax for the year ended 31
December 2025 was 27% (2024: nil%).
At 31 December 2025 the Group has gross deferred tax liabilities of $311
million (31 December 2024: $nil) of which $292 million is in respect of
intangible assets and $19 million in respect of other liabilities. In
accordance with IAS 12, these are offset on the Balance Sheet against gross
deferred tax assets of $136 million (2024: $nil) which includes $63 million
arising from disallowed interest expenses which may be deductible in
subsequent periods, $33 million in respect of tax losses and $40 million in
respect of other deductible temporary differences that may generate future
cash tax savings. The unwind of the deferred tax liabilities on intangible
assets is not expected to give rise to cash tax payments.
Cash tax paid in the year ended 31 December 2025 was $2 million (2024: $nil).
NUMBER OF SHARES IN ISSUE
On 3 July 2025, 386.6 million shares were issued at a share price of £3.00,
raising equity proceeds of approximately £1.16 billion, increasing the number
of shares in issue from 20 million to 406.6 million.
The weighted average number of shares used for basic earnings per share
calculations in the year ended 31 December 2025 was 212.8 million (2024:
16.2 million), and when including the number of shares expected to be issued
from the Rosebank equity‑settled share plan, the weighted average number of
shares used for diluted earnings per share, was 213.1 million (2024:
16.2 million).
CASH GENERATION AND MANAGEMENT
At the start of the year the Rosebank Group held cash and cash equivalents of
$60 million. The movement during the year to a net debt position of $494
million at 31 December 2025 is summarised as follows:
Movement in Group net cash/(debt) $m
Net cash at 1 January 2025 60
Acquired net debt with ECI((1)) (960)
Net repayment, on acquisition, of the ECI net debt 475
Foreign exchange and other non-cash movements 8
Free cash flow (after all costs including tax) (77)
Net debt at 31 December at closing exchange rates (494)
((1)) Bank debt less cash.
When ECI was acquired it had $960 million of net debt. This included loans and
borrowings of $996 million, which was repaid and replaced by the new Rosebank
bank facility, described in the liquidity risk management sub-section of this
review, and cash in the business of $36 million. In total, on acquisition, ECI
net debt was reduced by $475 million using part of the issue proceeds received
on 3 July 2025, as follows:
Net repayment, on acquisition, of the ECI net debt $m
Net proceeds from issue of shares (received at hedged rate of $1.352/£1) 1,568
Cash payment to acquire ECI (1,009)
Acquisition related payments (84)
Movement in net debt in funding the acquisition 475
Included in the acquisition related payments, is $11 million relating to debt
facility financing fees incurred and capitalised in accordance with IFRS 9 and
shown in other non-cash movements in net cash/(debt) in the year, net of a $1
million amortisation charge.
An analysis of the free cash flow (after all costs) is shown in the table
below:
Free cash flow (after all costs) 2025 2024
$m $m
Adjusted operating profit/(loss) 57 (2)
Depreciation and amortisation 11 -
Working capital movement - normal trading - -
Working capital movement - one-off unwind of working capital programmes (122) -
Net capital expenditure (7) -
Net interest and net tax paid (3) 1
Restructuring (10) -
Principal lease payments (4) -
Net other 1 -
Free cash flow (after all costs) (77) (1)
Adjusted free cash flow((1)) 55 (1)
((1)) Adjusting for restructuring spend and the unwind of working capital
programmes inherited with ECI.
The free cash outflow in the year (after all costs) of $77 million is shown
after the planned unwind of costly working capital programmes inherited with
ECI, totalling $122 million, and after cash spent on restructuring projects of
$10 million (2024: $nil).
At the acquisition date ECI had drawings of $115 million on customer related
financing programmes and offered supply chain finance programmes to certain
suppliers totalling $38 million, of which ECI bore the interest cost on $14
million of the balance.
The Group's intention was to exit customer related finance programmes where
appropriate, and to only allow suppliers to utilise the Group's supply chain
finance programmes where the cost is borne by the supplier. At 31 December
2025, the drawings on customer related finance programmes had been reduced to
$7 million and $16 million of the supply chain finance programmes were
utilised, all funded by suppliers.
The restructuring activities are described earlier in this review, in the
reconciliation of statutory results to adjusted results section.
Adjusted free cash flow was $55 million and excludes the exit of costly
working capital programmes, discussed above, in addition to the cash spent on
restructuring.
Net capital expenditure spent in the period of ownership was $7 million (2024:
$nil), net interest paid in the year was $1 million (2024: received of $1
million), tax paid was $2 million (2024: $nil) and lease payments of principal
were $4 million (2024: $nil).
FAIR VALUE EXERCISE - ASSETS AND LIABILITIES
Following the acquisition of ECI, in accordance with IFRS 3, Rosebank has
undertaken an extensive review of ECI's assets, liabilities and accounting
policies. This, along with the change from reporting under US GAAP to IFRS,
has resulted in certain adjustments to the ECI Balance Sheet.
Acquisition related intangible assets have been identified in respect of
Customer Relationships and Brands and have been independently valued on
acquisition at $1,229 million. A deferred tax liability of $300 million was
also recognised in respect of the ECI intangible assets, which is not expected
to give rise to a cash liability.
In addition to the independent valuations, external advisers carried out a
comprehensive series of visits to all ECI sites to perform Balance Sheet
reviews line by line. These reviews identified a number of required
adjustments, in particular in respect of net working capital and provisions.
Further to a fair value review of all ECI assets and liabilities at the
acquisition date and a review of the accounting policies, Rosebank has
undertaken significant actions to improve the operational and financial nature
of ECI, discussed further in the Chief Executive's review.
The summarised Rosebank Group assets and liabilities at 31 December are shown
below:
2025 2024
$m $m
Goodwill and intangible assets acquired with business combinations 1,995 -
Tangible fixed assets 117 1
Net working capital 223 (5)
Provisions, pensions and post-employment obligations (49) -
Deferred tax and current tax (207) -
Net other (15) (1)
Total 2,064 (5)
These assets and liabilities are funded by:
2025 2024
$m $m
Net debt (494) 60
Equity (1,570) (55)
Total (2,064) 5
GOODWILL, INTANGIBLE ASSETS AND IMPAIRMENT REVIEW
The total value of goodwill as at 31 December 2025 was $794 million (31
December 2024: $nil) and intangible assets acquired with business combinations
was $1,201 million (31 December 2024: $nil). These items both relate to the
ECI acquisition and are split by division as follows:
Electrification & Industrial Appliance &
$m HVAC Total
31 December 2025 $m $m
Goodwill 562 232 794
Intangible assets acquired with business combinations
597 604 1,201
Total goodwill and intangible assets 1,159 836 1,995
The goodwill and intangible assets have been tested for impairment as at 31
October 2025. In accordance with IAS 36 "Impairment of assets" the recoverable
amount is assessed as being the higher of the fair value less costs to sell
and the value in use.
The Board is comfortable that no impairment is required in respect of the
goodwill and intangible assets of the recently acquired ECI businesses.
PROVISIONS, PENSIONS AND POST-EMPLOYMENT OBLIGATIONS
At 31 December 2025 provisions of $39 million primarily related to those
recognised with the acquisition of ECI. Litigation provisions of $22 million
include $15 million relating to a historical claim for which a contingent
liability has been booked, required under IFRS 3. Property related provisions
totalled $12 million and warranty and other smaller provisions totalled $5
million.
Pension and post-employment obligations at 31 December 2025 were $10 million
(31 December 2024: $nil) primarily relating to the post-employment obligations
in Mexico, accounted for using IAS 19 Revised: "Employee Benefits".
FINANCIAL RISK MANAGEMENT
The financial risks the Group faces were considered and re-evaluated following
the acquisition of ECI and policies have been implemented to appropriately
deal with each risk. The most significant financial risks are considered to be
liquidity risk, finance cost risk, exchange rate risk, contract and warranty
risk and commodity cost risk.
These are discussed in turn below.
Liquidity risk management
The Group's net debt position at 31 December 2025 was $494 million (31
December 2024: cash balance of $60 million).
A multi-currency committed, $900 million bank facility was entered into on 1
July 2025 to assist with the acquisition of ECI, comprising a $400 million
term loan and a $500 million revolving credit facility, both with a duration
of three years, but with two optional one year extensions, at the Company's
discretion, in respect of the revolving credit facility.
At 31 December 2025 the term loan was fully drawn and $127 million was drawn
on the revolving credit facility, leaving headroom of $373 million on the
facility. There are also a number of uncommitted overdraft, guarantee and
borrowing facilities made available to the Group.
Cash, deposits and marketable securities, net of overdraft facilities,
amounted to $23 million at 31 December 2025 (31 December 2024: $60 million)
and are offset to arrive at the Group net debt position of $494 million (31
December 2024: cash of $60 million). The combination of this cash and the
headroom on the bank facility allows the Directors to consider that the Group
has sufficient access to liquidity for its current needs. The Board takes
careful consideration of counterparty risk with banks when deciding where to
place cash on deposit.
The bank facility has two financial covenants being a net debt to adjusted
EBITDA covenant and an interest cover covenant, both of which are tested half
yearly in June and December, with the exception that the first testing date
for both covenants is 30 June 2026.
The first net debt to adjusted EBITDA covenant test is set at 4.0x at 30 June
2026, reducing by 0.25x each half year down to 3.50x at 30 June 2027 and for
the remainder of the term. If calculated at 31 December 2025, leverage for
bank purposes would have been 2.4x.
The first interest cover covenant is set at 3.0x at 30 June 2026. It increases
to and remains at 3.50x from 31 December 2026 and if tested at 31 December
2025 would have been 17.5x, impacted by the interest received on the equity
proceeds during the year.
The Group inherited certain uncommitted working capital programmes with the
acquisition of ECI. These included customer finance programmes, totalling $115
million, that provide favourable financing terms on eligible customer
receipts, with the ability to choose whether to receive payment earlier than
the normal due date on a non-recourse basis. The Group's intention at
acquisition was to unwind these programmes to the extent possible and
consequently drawings on these facilities at 31 December 2025 were $7 million.
In addition, some suppliers have access to utilise the Group's supplier
finance programmes, which are provided by a number of the Group's banks. At
acquisition there were drawings on these facilities of $38 million, which was
intentionally reduced to $16 million as at 31 December 2025.
Finance cost risk management
The bank margin on the bank facility depends on the Group leverage, and ranges
from 0.90% to 2.50% on the term loan, and 1.30% to 2.90% on the revolving
credit facility. As at 31 December 2025 the margin was 1.70% on the term loan
and 2.10% on the revolving credit facility.
The policy of the Board is to hedge approximately 70% of the interest rate
exposure of the Group. On 15 January 2026 the Group entered into interest rate
swaps to be in line with Group policy. Under the terms of these swap
arrangements and excluding the bank margin, the Group will pay a weighted
average fixed cost of approximately 3.41% until the swaps terminate on 18
August 2028.
The average cost of the debt for the Group is expected to be approximately
6.0% (excluding the amortisation of debt arrangement fees) over the next 12
months.
Exchange rate risk management
The Group trades in various countries around the world and is exposed to
movements in a number of foreign currencies. The Group therefore carries
exchange rate risk that can be categorised into three types: transaction,
translation and acquisition and disposal related risk, as described in the
paragraphs below. The Rosebank policy is designed to protect against the
majority of the cash risks but not the non-cash risks.
The most common exchange rate risk is the transaction risk the Group takes
when it invoices a customer or purchases from suppliers in a different
currency to the underlying functional currency of the business. The Rosebank
policy is to review transactional foreign exchange exposures and place
contracts quarterly on a rolling basis. To the extent the cash flows
associated with a transactional foreign exchange risk are committed Rosebank
will hedge 100%. For forecast cash flows, Rosebank hedges a proportion of the
expected cash flows, with the percentage being hedged lowering as the time
horizon lengthens. Typically, the Group hedges around 90% of foreign exchange
exposures expected over the next twelve months and approximately 60% to 70% of
exposures expected between twelve and twenty-four months and 35% to 45%
between twenty-five and thirty-six months. This policy does not eliminate the
cash risk but does bring some certainty to it.
The translation rate risk is the effect on the Group results in the period due
to the movement of exchange rates used to translate foreign results into US
Dollars from one period to the next. No specific exchange instruments are used
to protect against the translation risk because it is a non-cash risk to the
Group.
Lastly, and potentially most significantly for Rosebank, exchange rate risk
arises when a business that is predominantly based in a currency other than
Sterling, is either acquired or disposed. The equity proceeds raised from and
capital returned to shareholders carries an exchange rate risk on conversion
to or from a foreign currency to Sterling. Protection against this risk is
considered on a case-by-case basis.
Both the transactional and translational foreign exchange exposures are
immaterial in the short term. Transactional foreign exchange exposure is
largely mitigated through the Groups hedging strategy with short term coverage
of 90% and, whilst the Group trades in various countries around the world, the
majority of its results are denominated in US Dollar limiting the
translational foreign exchange impact.
In addition, the Group's net debt at 31 December 2025 is predominantly US
Dollars and therefore the impact from foreign exchange currency movements is
minimal.
Contract and warranty risk management
Under Rosebank management a robust bid and contract management process exists
in the businesses, which includes thorough reviews of contract terms and
conditions, contract-specific risk assessments and clear delegation of
authority for approvals. These processes aim to ensure effective management of
risks associated with complex contracts. The financial risks connected with
contracts and warranties include the consideration of commercial, legal and
warranty terms and their duration, which are all considered carefully by the
businesses and Rosebank centrally before being entered into.
Commodity risk management
The cumulative expenditure on commodities is important to the Group and under
Rosebank management the risk of base commodity costs increasing is mitigated,
wherever possible, by passing on the cost increases to customers or by having
suitable purchase agreements with suppliers which fix the price over a future
period. These risks are also managed through sourcing policies, including the
use of multiple suppliers, where possible, and procurement contracts where
prices are agreed in advance to limit exposure to price volatility. On
occasion, Rosebank does enter into financial instruments on commodities when
this is considered to be the most efficient way of protecting against price
movements.
GOING CONCERN
The Rosebank Group's business activities, together with the factors likely to
affect its future development, performance and position are set out in the
Chief Executive's review. In addition, the Consolidated Financial Statements
include details of the Rosebank Group's borrowing facilities and hedging
activities along with the processes for managing its exposures to liquidity
risk, finance cost risk, exchange rate risk, contract and warranty risk and
commodity cost risk.
The Rosebank Group has a strong cash management focus, and, as a consequence,
the Directors believe that the Rosebank Group is well placed to manage its
business risks successfully despite the more uncertain economic environment.
After making enquiries, the Directors have a reasonable expectation that the
Rosebank Group has adequate resources to continue in operational existence for
the foreseeable future. For this reason, they continue to adopt the going
concern basis in preparing the Financial Statements.
Matthew Richards
Group Finance Director
2 March 2026
Cautionary statement
This announcement contains statements that are, or may be deemed to be
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "potential",
"predicts", "expects", "intends", "may", "will", "can", "likely" or "should"
or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future
events or intentions. Forward-looking statements may and often do differ
materially from actual results. Any forward-looking statements reflect the
Company's current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions
relating to the business, results of operations, financial position,
liquidity, prospects, growth and strategies of the Group. Forward-looking
statements speak only as of the date they are made.
In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's or the Group's
actual results, performance or achievements of the Company might be materially
different from the expected results, performance or achievements expressed or
implied by such forward-looking statements. Forward-looking statements
contained in this announcement speak only as at the date of this announcement.
The Company expressly disclaims any obligation or undertaking to update these
forward-looking statements contained in this announcement to reflect any
change in their expectations or any change in events, conditions, or
circumstances on which such statements are based unless required to do so by
applicable law, the Listing Rules and the Disclosure Guidance and Transparency
Rules of the FCA or Regulation (EU) 596/2014 as it forms part of the domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018. Some financial and other numerical data in this announcement has been
rounded and, as a result, the numerical figures shown as totals may vary
slightly from the exact arithmetic aggregation of the figures that precede
them.
CONSOLIDATED INCOME STATEMENT
Notes Year ended Restated(1)
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Revenue 3 445 -
Cost of sales (340) -
Gross profit 105 -
Net operating expenses (151) (12)
Operating loss 3,4 (46) (12)
Finance costs (15) -
Finance income 10 1
Loss before tax 5 (51) (11)
Tax 3 -
Loss after tax for the period (48) (11)
Attributable to:
Owners of the parent (48) (11)
(48) (11)
Earnings per share 6 (22.6)c (69.1)c
- Basic 6 (22.6)c (69.1)c
- Diluted
Adjusted(2) results
Adjusted operating profit/(loss) 3,4 57 (2)
Adjusted profit/(loss) before tax 4 52 (1)
Adjusted profit/(loss) after tax 4 38 (1)
Adjusted basic earnings per share 6 17.9c (5.7)c
Adjusted diluted earnings per share 6 17.8c (5.7)c
(1) Restated for the change in presentation currency (see note 1).
(2) Defined in note 2.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes Year ended Restated(1)
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Loss after tax for the year (48) (11)
(1) -
Items that will not be reclassified subsequently to the Income Statement:
Net remeasurement loss on retirement benefit obligations
(1) -
Items that may be reclassified subsequently to the Income Statement:
Exchange differences on translation of foreign operations 5 4 (2)
Income tax charge relating to items that may be reclassified (1) -
3 (2)
Other comprehensive income/(expense) for the period 2 (2)
Total comprehensive expense for the period (46) (13)
(46) (13)
Attributable to:
Owners of the parent
(46) (13)
(1) Restated for the change in presentation currency (see note 1).
CONSOLIDATED STATEMENT OF CASH FLOWS
Notes Year ended Restated(1)
31 December
2025 seven month period ended
$m
31 December
2024
$m
Operating activities 9 (106) (2)
Net cash used in operating activities((2))
Net cash used in operating activities (106) (2)
Investing activities
Purchase of property, plant and equipment (8) -
Proceeds from disposal of property, plant and equipment 1 -
Acquisition of subsidiaries, net of cash acquired((3)) (973) -
Interest received 10 1
Net cash (used in)/from investing activities (970) 1
1,579 65
Financing activities (29) (2)
Cash proceeds from issuing shares (1,020) -
Associated costs from issuing shares 537 -
Repayment of borrowings (11) -
Drawings on borrowing facilities (4) -
Costs of raising debt finance (9) -
Repayment of principal under lease obligations (2) -
Interest paid on loans and borrowings
Interest paid on lease obligations
Net cash from financing activities 1,041 63
9 (35) 62
Net (decrease)/increase in cash and cash equivalents, net of bank overdrafts 9 60 -
Cash and cash equivalents, net of bank overdrafts at the beginning of the year (2) (2)
Effect of foreign exchange rate changes
Cash and cash equivalents, net of bank overdrafts at the end of the year 9 23 60
(1) Restated for the change in presentation currency (see note 1).
(2) Includes the impact from the unwind of acquired customer factoring
arrangements of $108 million.
(3) Comprises consideration of $1,009 million, net of cash and cash
equivalents acquired of $36 million (see note 7).
As at 31 December 2025, the Group had net debt of $494 million (31 December
2024: net cash of $60 million). A definition and reconciliation of the
movement in net debt is shown in note 9.
CONSOLIDATED BALANCE SHEET
Notes 31 December Restated(1)
2025
$m 31 December
2024
$m
Non-current assets 1,995 -
Goodwill and other intangible assets 117 1
Property, plant and equipment 34 -
Derivative financial assets
2,146 1
Current assets 163 -
Inventories 283 -
Trade and other receivables 28 -
Derivative financial assets 4 -
Current tax assets 35 60
Cash and cash equivalents
513 60
Total assets 3 2,659 61
Current liabilities
Trade and other payables 223 5
Interest-bearing loans and borrowings 12 -
Lease obligations 12 -
Derivative financial liabilities 4 -
Current tax liabilities 8 36 -
Provisions 5 -
292 5
Net current assets 221 55
Non-current liabilities
Interest-bearing loans and borrowings 517 -
Lease obligations 60 1
Derivative financial liabilities 1 -
Deferred tax liabilities 175 -
Retirement benefit obligations 10 -
Provisions 8 34 -
797 1
Total liabilities 3 1,089 6
Net assets 1,570 55
Equity 1,613
Issued share capital 1 63
Translation reserve (44) (2)
Retained earnings (6)
Equity attributable to owners of the parent 1,570 55
Total equity 1,570 55
(1) Restated for the change in presentation currency (see note 1).
The Financial Statements were approved and authorised for issue by the Board
of Directors on 2 March 2026 and were signed on its behalf by:
Simon Peckham Matthew Richards
Chief Executive Group Finance Director
2 March 2026 2 March 2026
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Issued share capital Translation reserve Retained earnings Equity attributable to owners
of the parent
$m $m $m
$m
Restated at 31 May 2024((1)) - - - -
Loss for the year - - (11) (11)
Other comprehensive expense - (2) - (2)
Total comprehensive expense - (2) (11) (13)
Issue of new shares net of costs paid 63 - - 63
Equity-settled share-based payments - - 5 5
Restated at 31 December 2024((1)) 63 (2) (6) 55
Loss for the year - - (48) (48)
Other comprehensive income/(expense) - 3 (1) 2
Total comprehensive income/(expense) - 3 (49) (46)
Issue of new shares net of costs paid 1,550 - - 1,550
Equity-settled share-based payments - - 11 11
At 31 December 2025 1,613 1 (44) 1,570
(1) Restated for the change in presentation currency (see note 1).
Further information on issued share capital and reserves is set out in
note 1.
NOTES TO THE FINANCIAL STATEMENTS
1. Corporate information
The financial information included within this Preliminary Announcement does
not constitute the statutory accounts of Rosebank Industries plc ("the
Company") for the year ended 31 December 2025 but is derived from those
accounts. Statutory accounts for the year ended 31 December 2025 will be
delivered in due course to the registrar of companies with the Jersey
Financial Statements Commission ("JSFC"). The auditor has reported on those
Financial Statements; their reports were unqualified, did not draw attention
to any matters by way of emphasis and did not contain a statement under
section 113B (3) or (6) of the Companies (Jersey) Law 1991.
Whilst the financial information included in this Preliminary Announcement has
been prepared on the basis of the requirements of International Financial
Reporting Standards as issued by the IASB ("IFRS"), this announcement does not
itself contain sufficient information to comply with IFRS. The Company expects
to publish full Financial Statements that comply with IFRS during April 2026.
Rosebank Industries plc is a public listed group incorporated in Jersey. The
Group's shares are traded on AIM. The Group is required under AIM rule 19 to
provide shareholders with audited consolidated financial statements. The Group
is not required to present parent company information.
The registered office address of Rosebank Industries plc is 26 New Street, St
Helier, Jersey JE2 3RA.
Acquisition of ECI
On 19 August 2025 the Group acquired 100% of the issued share capital and
obtained control of ECI Equity Holding Company, Inc. ("ECI") for consideration
of $1,009 million (see note 7). ECI is one of the world's leading suppliers of
electrical distribution systems, control box assemblies, and other critical
engineered components for a range of diversified end markets ranging from
consumer appliances to smart industrial equipment.
Capital structure
On 11 July 2024 the shares of the Company were admitted to trading on AIM, a
market operated by the London Stock Exchange plc. In addition to the 2 shares
issued at incorporation on 31 May 2024, the Company allotted a further
19,999,998 ordinary shares of nil par value at 250 pence each, which resulted
in a placed share capital balance of $63 million, being proceeds received of
$65 million, net of associated costs of $2 million.
On 3 July 2025, 386,607,653 shares were issued of nil par value for 300 pence
each to finance the acquisition of ECI, which resulted in a placed share
capital balance of $1,550 million, being proceeds received of $1,579 million,
net of associated costs of $29 million.
Change in reporting currency
During the year, the presentation currency of the Group was changed from
pounds Sterling (£) to US Dollar ($). This decision was made to better align
the Group's financial reporting with its principal business activities
following the acquisition of ECI. As a result of this acquisition, a
significant majority of the Group's revenues, expenses, and assets are
denominated in, or linked to, the US Dollar. The Board believes this change
will provide investors and other stakeholders with greater transparency and a
more relevant view of the Group's future focus, performance and financial
position, while also reducing the impact of foreign exchange volatility on
reported results.
Going concern
The Consolidated Financial Statements have been prepared on a going concern
basis as the Directors consider that adequate resources exist for the Company
to continue in operational existence for the foreseeable future.
The Group's liquidity and funding arrangements are described in the Finance
Director's review. There is significant liquidity headroom of $373 million at
31 December 2025 and sufficient headroom throughout the going concern forecast
period. Forecast covenant compliance is considered further below.
Covenants
The committed bank funding has two financial covenants, being a net debt to
Adjusted EBITDA covenant and an interest cover covenant, both of which are
normally tested half yearly in June and December. Testing was not required for
either financial covenant at 31 December 2025.
From 30 June 2026, the date of its first test, the interest cover covenant is
set at 3.0x and the net debt to adjusted EBITDA is 4.0x at the same test date.
Covenant calculations are detailed in the glossary to this Preliminary
Announcement. The financial covenants during the period of assessment for
going concern are as follows:
31 December 30 June 31 December
2025 2026 2026
Net debt to adjusted EBITDA n/a 4.0x 3.75x
Interest cover n/a 3.0x 3.5x
Testing
The Group has modelled two scenarios in its assessment of going concern; a
base case and a reasonably possible sensitised case.
The base case takes into account end markets and operational factors,
throughout the going concern period and has been monitored against the actual
results and cash generation in the year. Climate scenario analysis was used to
model the impact of climate change on the Group's cash flow position. Climate
is deemed to not have a material impact over the period of 12 months for the
assessment of going concern or 36 months for assessment of viability of the
Group.
The reasonably possible sensitised case models more conservative sales
assumptions for 2026 and the first half of 2027. The sensitised assumptions
are specific to each segment taking into account their markets, but on average
represents a c.10% reduction to the Group's forecast revenue in each of 2026
and the first half of 2027 respectively. The sensitised revenues have had a
consequential impact on profit and cash flow, along with a further downside
sensitivity applied to increase working capital by approximately 2% of
revenue. Given that there is liquidity headroom of $373 million and the
Group's leverage for bank covenant purposes was 2.4x, comfortably below the
first covenant test at 30 June 2026, no further sensitivity detail is
provided.
Under the reasonably possible sensitised case, even with significant
reductions, no covenant is breached at the forecast testing dates being
30 June 2026 and 31 December 2026, and the Group will not require any
additional sources of finance. Testing at 30 June 2027 is also favourable.
The Group has sufficient headroom to continue its acquisition-led strategy
even under the reasonably possible scenario.
2. Alternative performance measures
The Group presents Alternative Performance Measures ("APMs") in addition to
the statutory results of the Group. These are presented in accordance with the
Guidelines on APMs issued by the European Securities and Markets Authority
("ESMA").
APMs used by the Group are set out in the glossary to this Preliminary
Announcement and the reconciling items between statutory and adjusted results
are listed below and described in more detail in note 4.
Adjusted profit measures exclude items which are significant in size or
volatility or by nature are non-trading or non-recurring.
On this basis, the following are the principal items included within adjusting
items impacting operating profit and profit before tax:
● Amortisation of intangible assets that are acquired in a business combination,
excluding computer software and development costs;
● Significant restructuring project costs and other associated costs, including
losses incurred following the announcement of closure for identified
businesses, arising from significant strategy changes that are not considered
by the Group to be part of the normal operating costs of the business;
● Movement in derivative financial instruments not designated in hedging
relationships, including revaluation of associated financial assets and
liabilities;
● Reversal of IFRS 3 uplift in fair value of inventory recorded on acquisition;
● The net release of fair value items booked on acquisition;
● Acquisition and disposal related gains and losses including such costs
incurred during acquisition and disposal processes that do not materialise;
and
● The charge for the Rosebank equity-settled compensation scheme, including its
associated employer's tax charge.
In addition to the items above, adjusting items impacting profit after tax
include:
● The tax effects of adjustments to profit before tax.
● The net effect on tax of significant restructuring from strategy changes that
are not considered by the Group to be part of the normal operating costs of
the business.
The Board considers the adjusted results to be an important measure used to
monitor how the businesses are performing as this provides a meaningful
reflection of how the businesses are managed and measured on a day-to-day
basis and achieves consistency and comparability between future reporting
periods, when all businesses are held for a complete reporting period.
The adjusted measures are used partly to determine the variable element of
remuneration of senior management throughout the Group and also in alignment
with performance measures used by certain external stakeholders.
Adjusted profit is not a defined term under IFRS and may not be comparable
with similarly titled profit measures reported by other companies. It is not
intended to be a substitute for, or superior to, GAAP measures. All APMs
relate to the current year results and comparative periods where provided.
3. Segment information
Segment information is presented in accordance with IFRS 8: Operating
Segments, which requires operating segments to be identified on the basis of
internal reports about components of the Group that are regularly reported to
the Group's Chief Operating Decision Maker ("CODM"), which has been deemed to
be the Group's Chief Executive, in order to allocate resources to the segments
and assess their performance.
The Group's reportable operating segments were considered following the
acquisition of ECI on 19 August 2025. The Group now reports under a new
segment structure.
The operating segments are as follows:
Electrification & Industrial - comprises ECI's operations supporting
industrial automation, electrified mobility, and energy transition
technologies. Electrification & Industrial includes high-voltage and
low-voltage wire harnesses, complex control box assemblies, and engineered
components for electric vehicles, robotics, data centres, AI and other high
tech industrial applications.
Appliance & HVAC - comprises ECI's appliance sector operations, supplying
electrical distribution systems and smart control components for major home
and commercial appliances. It includes ECI's HVAC-focused operations,
delivering wire harnesses, control box assemblies, and engineered components
for heating, ventilation, and air conditioning units.
ECI Central - comprises the ECI shared service costs.
In addition, there is a corporate cost centre which is also reported to the
CODM. The corporate cost centre contains the Rosebank Head Office costs.
Reportable segment results include items directly attributable to a segment as
well as those which can be allocated on a reasonable basis.
Inter-segment pricing is determined on an arm's length basis in a manner
similar to transactions with third parties.
The Group's geographical segments are determined by the location of the
Group's non-current assets and, for revenue, the location of external
customers. Inter-segment sales are not material and have not been disclosed.
The following tables present the results and certain asset and liability
information regarding the Group's operating segments and corporate cost centre
for the year ended 31 December 2025.
a) Segment revenues
The following is an analysis of the Group's revenues and results by reportable
segment.
Electrification & Industrial Appliance &
$m HVAC Total
Year ended 31 December 2025 $m $m
Revenue at a point in time 195 250 445
Electrification & Industrial Appliance &
$m HVAC Total
Seven month period ended 31 December 2024 - restated((1)) $m $m
Revenue at a point in time - - -
(1) Restated for the change in presentation currency (see note 1).
The Group has one customer which contributes more than 10% of Group revenue,
with revenue of $55 million in the Appliance & HVAC segment.
b) Segment operating profit
Electrification & Industrial Appliance
$m & HVAC ECI Central ECI Corporate Total
Year ended 31 December 2025 $m $m $m $m $m
Adjusted operating profit/(loss) 43 41 (14) 70 (13) 57
Items not included in adjusted operating profit((1))
Acquisition and disposal related gains and losses - - - - (55) (55)
Amortisation of intangible assets acquired in business combinations (15) (14) - (29) - (29)
Reversal of IFRS 3 uplift in fair value of inventory (10) (13) - (23) - (23)
Rosebank equity-settled compensation scheme charges - - - - (12) (12)
Restructuring costs (2) (6) (1) (9) - (9)
Movement in derivatives and associated financial assets and liabilities - - 25 25 - 25
Operating profit/(loss) 16 8 10 34 (80) (46)
Finance costs (15)
Finance income 10
Loss before tax (51)
Tax 3
Loss after tax for the year (48)
Electrification & Industrial Appliance
$m & HVAC ECI Central ECI Corporate(()(2)) Total
Seven month period ended 31 December 2024 - restated((2)) $m $m $m $m $m
Adjusted operating loss - - - - (2) (2)
Items not included in adjusted operating profit((1)):
Rosebank equity-settled compensation scheme charges - - - - (5) (5)
Acquisition and disposal related gains and losses - - - - (5) (5)
Operating loss - - - - (12) (12)
Finance costs -
Finance income 1
Loss before tax (11)
Tax -
Loss after tax for the period (11)
(1) Further details on adjusting items are discussed in note 4.
(2) Restated for the change in presentation currency (see note 1).
c) Segment total assets and liabilities
Total assets Total liabilities
Restated((1)) Restated((1))
31 December 31 December 31 December 31 December
2025 2024 2025 2024
$m $m $m $m
Electrification & Industrial 1,380 - (247) -
Appliance & HVAC 1,159 - (255) -
ECI Central 80 - (38) -
ECI 2,619 - (540) -
Corporate 40 61 (549) (6)
Total 2,659 61 (1,089) (6)
(1) Restated for the change in presentation currency (see note 1).
d) Segment capital expenditure and depreciation
Capital expenditure((1)) Depreciation of Depreciation of
owned assets
leased assets
Restated((2)) Restated((2)) Restated((2))
seven month period ended seven month period ended seven month period ended
Year ended 31 December 31 December Year ended 31 December 31 December Year ended 31 31 December
2025 2024 2025 2024 December 2024
$m $m $m $m 2025 $m
$m
Electrification & Industrial 2 - 3 - 2 -
Appliance & HVAC 6 - 3 - 2 -
ECI Central - - - - 1 -
ECI 8 - 6 - 5 -
Corporate - - - - - -
Total 8 - 6 - 5 -
(1) Capital expenditure excludes lease additions.
(2) Restated for the change in presentation currency (see note 1).
e) Geographical information
The Group operates in various geographical areas around the world. The parent
company's country of domicile is Jersey and the Group's revenues and
non-current assets in the rest of North America, Asia and EMEA are also
considered to be material.
The Group's revenue from external customers and information about its segment
assets (non-current assets excluding deferred tax assets and non-current
derivative financial assets) by geographical location are detailed below:
Revenue((1)) from Segment assets
external customers
Restated(2)
seven month
Year ended 31 December period ended Restated(2)
2025 31 December 31 December 31 December
$m 2024 2025 2024
$m $m $m
North America 377 - 1,784 1
Europe and the Middle East 39 - 205 -
Asia and Pacific 26 - 111 -
Other 3 - 12 -
Total 445 - 2,112 1
(1) Revenue is presented by destination.
(2) Restated for the change in presentation currency (see note 1).
4. Reconciliation of adjusted profit measures
As described in note 2, adjusted profit measures are an alternative
performance measure used by the CODM to monitor the operating performance of
the Group.
a) Operating profit
Notes Year ended Restated(1)
31 December
2025 seven month period ended
$m
31 December
2024
$m
Operating loss (46) (12)
a
Acquisition and disposal related gains and losses b 55 5
Amortisation of intangible assets acquired in business combinations c 29 -
Reversal of IFRS 3 uplift in fair value of inventory d 23 -
Rosebank equity-settled compensation scheme changes e 12 5
Restructuring costs f 9 -
Movement in derivatives and associated financial assets and liabilities (25) -
Total adjustments to operating profit/(loss) 103 10
Adjusted operating profit/(loss) 57 (2)
(1) Restated for the change in presentation currency (see note 1).
a. Acquisition and disposal costs of $55 million (2024: $5 million)
recognised in the year included general transaction fees and associated
transaction taxes along with a loss of $11 million on a contingent hedge,
which was taken out on the announcement of the acquisition of ECI to mitigate
the foreign exchange risk on equity proceeds in advance of the ECI
acquisition. These items are excluded from adjusted results due to their
non-trading nature.
b. The amortisation charge on intangible assets acquired in business
combinations of $29 million (2024: $nil) includes four months of amortisation
of intangible assets acquired with ECI. This is excluded from adjusted results
due to its non-trading nature and to enable comparison with companies that
grow organically. Where intangible assets are trading in nature, such as
material computer software and development costs, the amortisation is not
adjusted.
c. Finished goods and work in progress inventory which are present in an
acquired business are required to be uplifted to a value closer to their
selling price, in accordance with IFRS 3. As a result, in the early months of
an acquisition, reduced profits are generated as this inventory is sold. The
one-off effect in the year, relating to ECI acquired inventory, was a charge
of $23 million (2024: $nil) and is excluded from adjusted results due to its
size and non-recurring nature.
d. The charge for the Rosebank equity-settled Incentive Scheme of $12
million (2024: $5 million), including its associated employer's tax charge of
$1 million (2024: $nil), was excluded from adjusted results due to its size
and volatility. The shares that would be issued, based on the Scheme's current
value at the end of the reporting period, are included in the calculation of
the adjusted diluted earnings per share, which the Board considers to be a key
measure of performance.
e. Restructuring and other associated costs totalling $9 million (2024:
$nil), which are shown as adjusting items due to their size and non-trading
nature. The charge related to the ECI multi-year restructuring programme,
which will reduce the number of sites by over a quarter, impacts both the
Appliance & HVAC and Electrification & Industrial divisions. This is
expected to cost c.$80 million in total, primarily relating to actions over
the next two years.
f. Movements in the fair value of derivative financial instruments are
primarily related to forward foreign currency exchange contracts, where hedge
accounting is not applied, along with foreign exchange movements on the
associated financial assets and liabilities. These instruments are entered
into within the businesses to mitigate the potential volatility of future cash
flows and totalled a credit of $25 million (2024: $nil). These are shown as an
adjusting item due to their volatility and size.
b) Profit/(loss) before tax
Notes Year ended Restated(()1)
31 December
2025 seven month period ended
$m
31 December
2024
$m
Loss before tax (51) (11)
Adjustments to operating loss as above 103 10
Adjusted profit/(loss) before tax 52 (1)
(1) Restated for the change in presentation currency (see note 1).
c) Profit/(loss) after tax
Notes Year ended Restated(1)
31 December
2025 seven month period ended
$m
31 December
2024
$m
Loss after tax (48) (11)
Adjustments to loss before tax as above 5 103 10
Tax effect of adjustments to loss before tax (17) -
Total adjustments to loss after tax 86 10
Adjusted profit/(loss) after tax 38 (1)
(1) Restated for the change in presentation currency (see note 1).
5. Income tax expense
Restated(1)
seven month period ended
31 December
Year ended
2024
31 December
$m
2025
$m
Analysis of tax charge/(credit) in the year/period
Current tax
Current year tax charge 6 -
Adjustments in respect of prior years - -
Total current tax charge 6 -
Deferred tax
Origination and reversal of temporary differences (15) -
Tax on the change in value of derivative financial instruments 6 -
Total deferred tax credit (9) -
Total tax credit for the year/period (3) -
Analysis of tax charge/(credit) in the year/period:
Tax charge in respect of adjusted profit/(loss) before tax 14 -
Tax credit recognised as an adjusting item (17) -
Tax credit (3) -
(1) Restated for the change in presentation currency (see note 1).
The tax charge of $14 million (2024: $nil) arising on adjusted profit before
tax of $52 million (2024: $nil), results in an effective tax rate of 27%
(2024: nil%).
The tax credit for the year can be reconciled to the loss before tax per the
Income Statement as follows:
Restated(1)
seven month
Year ended period ended
31 December
31 December
2025
2024
$m
$m
Loss before tax (51) (11)
Tax credit on loss before tax at 25% (2024: 19%((2))) (13) (2)
Tax effect of:
Disallowable expenses and other permanent differences within adjusted profit 8 - 2
Temporary differences not recognised in deferred tax 2 -
Other net adjustments in current period 2 -
Effect of rate differences between UK and overseas rates (2)
Total tax credit for the year (3) -
(1) Restated for the change in presentation currency (see note 1).
(2) UK small profits tax rate.
The reconciliation has been performed at the UK corporation tax rate of 25%
(2024: 19%).
Tax charges included in Other Comprehensive Income are as follows:
Restated(1)
seven month
Year ended period ended
31 December
31 December
2025
2024
$m
$m
Deferred tax movements on translation of foreign operations 1 -
Total credit for the year 1 -
(1) Restated for the change in presentation currency (see note 1).
Global Minimum Tax rules
The Group is within the scope of the OECD Global Minimum Tax ("Pillar 2")
rules which came into effect from 1 January 2024. The current year tax charge
includes an immaterial (less than $1 million) amount of Pillar 2 top-up tax in
respect of several jurisdictions. The Group continues to monitor legislative
Pillar 2 developments in jurisdictions in which it operates.
In accordance with the amendments to IAS 12 Income Taxes, the Group has
applied the mandatory exception from recognising and disclosing information
about deferred tax assets and liabilities related to Pillar 2 top-up taxes.
6. Earnings per share
Restated(1)
seven month
Year ended period ended
31 December
31 December
2025
2024
$m
$m
Earnings attributable to owners of the parent
Earnings for basis of earnings per share (48) (11)
(1) Restated for the change in presentation currency (see note 1).
Seven month
Year ended period ended
31 December
31 December
2025
2024
number
number
Weighted average number of shares
Weighted average number of ordinary shares for the purposes of basic earnings 212.8 16.2
per share (million)
0.3 -
Further shares for the purposes of diluted earnings per share (million)
Weighted average number of ordinary shares for the purposes of diluted 213.1 16.2
earnings per share (million)
On 11 July 2024, the Company was admitted to trading on AIM. The Company
allotted a further 19,999,998 Ordinary shares, in addition to the 2 shares
issued at incorporation.
On 3 July 2025, 386,607,653 shares were issued of nil par value for 300 pence
each, to finance the acquisition of ECI, which resulted in a placed share
capital balance of $1,550 million, being proceeds received of $1,579 million,
net of associated costs of $29 million.
Earnings per share Year ended Restated(1)
31 December
2025 seven month
$cents
period ended
31 December
2024
$cents
Basic earnings per share (22.6) (69.1)
Diluted earnings per share (22.6) (69.1)
(1) Restated for the change in presentation currency (see note 1).
Adjusted earnings Year ended Restated(1)
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Adjusted earnings for the basis of adjusted earnings per share 38 (1)
(1) Restated for the change in presentation currency (see note 1).
Adjusted earnings per share:
Year ended Restated(1)
31 December
2025 seven month
$cents
period ended
31 December
2024
$cents
Adjusted basic earnings per share 17.9 (5.7)
Adjusted diluted earnings per share 17.8 (5.7)
(1) Restated for the change in presentation currency (see note 1).
7. Acquisitions
ECI
On 19 August 2025 the Group acquired 100% of the issued share capital and
obtained control of ECI for total consideration of $1,969 million (including
debt payments net of cash acquired of $960 million and cash consideration of
$1,009 million).
ECI is a world leading supplier of electrical distribution systems, control
box assemblies, and other critical engineered components for diversified
markets.
The Group has reviewed the assets and liabilities acquired. Due to the size of
the acquired business, the assessment of the fair value of the assets and
liabilities acquired has not yet been finalised. In accordance with IFRS 3:
"Business combinations", the acquisition Balance Sheet of ECI at 19 August
2025 remains provisional as of 31 December 2025 as there could be further
adjustment to the fair values recognised in the table below, if additional
information comes to light.
Provisional fair value
$m
Property, plant and equipment 116
Intangible assets 1,229
Derivative financial instruments 32
Inventories 187
Trade and other receivables((1)) 191
Cash and cash equivalents 36
Trade and other payables (234)
Lease liabilities (72)
Provisions and contingent liabilities (37)
Deferred tax (183)
Retirement benefit obligations (10)
Current tax liabilities (29)
Interest-bearing loans and borrowings((2)) (1,010)
Net assets attributable to the parent 216
Total consideration 1,009
Provisional goodwill 793
Total consideration satisfied by:
Cash consideration 1,009
(1) The fair value of financial assets includes gross trade receivables of
$176 million. The best estimate at the acquisition date of the contractual
cash flows not to be collected is $10 million.
(2) Includes $14 million of supplier finance facilities categorised as
short-term interest-bearing loans and borrowings.
ECI contributed $445 million to revenue and $70 million to adjusted operating
profit for the period between the date of acquisition and the balance sheet
date. The amounts recognised in relation to ECI for the period from 19 August
to 31 December 2025 include revenue and profit and the associated impact on
working capital, based on an estimate of activity from 19 August to 31 August
2025. If the acquisition of ECI had been completed on the first day of the
financial year, Group revenues would have been approximately $1,219 million
and Group adjusted operating profit would have been approximately $175
million.
The goodwill arising on acquisition of ECI is attributable to the anticipated
profitability and cash flows arising from the businesses acquired, the
assembled workforce, technical expertise, knowhow, market share and
geographical advantages afforded to the Group, which the Group expects to
realise through a combination of revised strategic direction, operational
improvements and investment. None of the goodwill is expected to be deductible
for income tax purposes.
Acquisition related costs charged through the Income Statement amounted to $53
million (see note 4).
Contingent liabilities acquired in respect of legal claims of $15 million have
been recognised within provisions, none of which were utilised in the period.
The majority of expenditure is expected to be incurred over the next five
years.
In determining the fair value of assets acquired in the ECI business
combination, a number of estimates and judgements have been made. The fair
value exercise was carried out in conjunction with independent experts and
considered the existence and valuation of the acquired assets and liabilities,
and the goodwill which has arisen.
Intangible assets
Intangible assets inherent in ECI's customer relationships and contracts were
valued using a multi-period excess earnings method. This methodology places a
value on the asset as a function of (a) management's estimate of the expected
cash flows arising from the customer contracts; (b) discount rates reflective
of the risks inherent in the cash flows; and (c) a contributory charge
attributable to assets needed to generate the operating cash flows. After tax
discount rates of 11.2% to 12.0% were applied to the forecast cash flows. A
total fair value of $1,137 million has been recognised for customer
relationships and contracts.
The brands and intellectual property within the ECI business were deemed to
have measurable value as they are well recognised in their industries. They
have been valued using a relief from royalty methodology based on projected
cash flows attributable to the tradename and an assumed royalty rate that
would be charged if the name were subject to licence within a comparable trade
situation and an appropriate discount rate reflecting inherent risk in the
projected cash flows. A total fair value of $92 million has been recognised
for brands and intellectual property.
The valuation of all intangible assets reflects the tax benefit of
amortisation, which has been assessed with reference to country tax laws.
8. Provisions
Property Warranty
related costs Litigation related costs Restructuring Other Total
$m $m $m $m $m $m
At 1 January 2025 - - - - - -
Charge to operating profit((1)) - 1 - 9 1 11
Utilised - - - (9) - (9)
Acquisition of businesses 12 21 1 - 3 37
At 31 December 2025 12 22 1 - 4 39
Current 1 1 1 - 2 5
Non-current 11 21 - - 2 34
12 22 1 - 4 39
(1) Includes $10 million of adjusting items and $1 million recognised in
adjusted operating profit.
Property related costs
The provision for property related costs represents the estimated net payments
for surplus property or off-market lease contracts on acquisition, due over
the term of the leases and any dilapidation costs for ongoing leases. This is
expected to result in cash expenditure over the next 14 years. Calculations of
surplus leasehold property costs and dilapidations are based on lease
agreements with landlords and external quotes, or in the absence of specific
documentation, management's best estimate of the costs required to fulfil
obligations.
Litigation
The Group has on occasion been required to take legal or other actions to
defend itself against proceedings brought by other parties. Provisions are
made for the expected costs associated with such matters, based on past
experience of similar items and other known factors, considering professional
advice received. This represents management's best estimate of the likely
outcome. The timing of utilisation of these provisions is frequently
uncertain, reflecting the complexity of issues and the outcome of various
court proceedings and negotiations. Contractual and other provisions represent
management's best estimate of the cost of settling future obligations and
reflect management's assessment of the likely settlement method, which may
change over time. However, no provision is made for proceedings which have
been, or might be, brought by other parties against Group companies unless
management, considering professional advice received, assess that it is more
likely than not that such proceedings may be successful.
Warranty related costs
Provisions are recorded for product and general liability claims which are
probable and for which the cost can be reliably estimated. These liabilities
include an estimate of claims incurred but not yet reported and are based on
actuarial valuations using claim data. Due to their nature, it is not possible
to predict precisely when these provisions will be utilised.
Restructuring
Restructuring provisions relate to committed costs in respect of restructuring
programmes, usually resulting in cash spend within one year. A restructuring
provision is recognised when the Group has developed a detailed formal plan
for the restructuring and has raised a valid expectation in those affected
that it will carry out the restructuring by either starting to implement the
plan or by announcing its main features to those affected by it. The
measurement of a restructuring provision includes only the direct expenditures
arising from the restructuring, which are those amounts that are necessarily
entailed by the restructuring programmes.
Other
Other provisions include the employer tax on equity-settled incentive schemes,
as well as other supplier claims, which are expected to result in cash
expenditure over the next two to five years.
Where appropriate, provisions have been discounted using discount rates
between 0% and 8% (31 December 2024: not applicable) depending on the
territory in which the provision resides and the length of its expected
utilisation. The impact of the unwind of discounting was immaterial for the
Group.
9. Cash flow statement
Restated(1)
seven month
Year ended period ended
31 December
31 December
2025
2024
$m
$m
Notes
Reconciliation of operating loss to net cash used in operating activities
Operating loss (46) (12)
Adjusting items 4 103 10
Adjusted operating profit 4 57 (2)
Adjustments for:
Depreciation of property, plant and equipment 11 -
Restructuring costs paid and movements in provisions (8) -
Defined benefit pension contributions paid (1) -
Change in inventories 2 -
Change in receivables((2)) (90) -
Change in payables (20) -
Tax paid (2) -
Acquisition and disposal costs (55) -
Net cash used in operating activities (106) (2)
(1) Restated for the change in presentation currency (see
note 1).
(2) Includes the impact from the unwind of acquired customer
factoring arrangements of $108 million.
Year ended Restated(1)
31 December
31 December
2025
2024
$m
$m
Reconciliation of cash and cash equivalents, net of bank overdrafts
Cash and cash equivalents per Balance Sheet 35 60
Bank overdrafts included within current interest-bearing loans and borrowings (12) -
Cash and cash equivalents, net of bank overdrafts per Statement of Cash Flows 23 60
(1) Restated for the change in presentation currency (see note 1).
Net debt reconciliation
Net debt consists of interest-bearing loans and borrowings and cash and
cash equivalents.
Net debt is considered to be an alternative performance measure as it is not
defined in IFRS. The most directly comparable IFRS measure is the aggregate of
interest-bearing loans and borrowings (current and non-current) and cash and
cash equivalents. A reconciliation from the most directly comparable IFRS
measure to net debt, used as a basis for banking covenant calculations, is
given below:
Restated((1))
31 December 31 December
2025
$m 2024
$m
Interest-bearing loans and borrowings - due within one year (12) -
Interest-bearing loans and borrowings - due after one year (517) -
External debt (529) -
Less:
Cash and cash equivalents 35 60
35 60
Net (debt)/cash (494) 60
(1) Restated for the change in presentation currency (see note 1).
The table below shows the key components of the movement in net debt:
Restated((1)) At
31 December
At 31 December Acquisitions Other non-cash movements Effect of foreign exchange
2025
2024
and disposals
$m
$m
$m
$m Cash flow
$m
$m
External debt (excluding bank overdrafts) - 483 (1,010) 10 - (517)
Cash and cash equivalents, net of bank overdrafts
60 (557) 522 - (2) 23
Net debt 60 (74) (488) 10 (2) (494)
(1) Restated for the change in presentation currency (see note 1).
10. Post balance sheet events
As announced on 16 February 2026, the Company is in advanced discussions
regarding a possible transaction to acquire two private-equity owned US-based
businesses (the "Potential Transaction") for a headline enterprise value of
approximately $3.05 billion.
The full terms of the Potential Transaction remain confidential at this stage,
however the Company notes that the Potential Transaction is fully in line with
its acquisition criteria and, if it proceeds, would be funded through a
combination of a fully underwritten equity issue of approximately £1.9
billion and new debt facilities.
GLOSSARY
Alternative Performance Measures ("APMs")
In accordance with the Guidelines on APMs issued by the European Securities
and Markets Authority ("ESMA"), additional information is provided on the APMs
used by the Group below.
In the reporting of financial information, the Group uses certain measures
that are not required under IFRS. These additional measures (commonly referred
to as APMs) provide additional information on the performance of the business
and trends to stakeholders. The Board considers the adjusted results to be an
important measure used to monitor how the businesses are performing as this
provides a meaningful reflection of how the businesses are managed and
measured on a day-to-day basis and achieve consistency and comparability
between future reporting periods, when all businesses are held for a complete
reporting period.
These APMs may not be directly comparable with similarly titled measures
reported by other companies and they are not intended to be a substitute for,
or superior to, IFRS measures.
Income Statement Measures
APM
Annualised revenue
Closest equivalent statutory measure
Revenue
Reconciling items to statutory measure
Full period impact of acquisitions.
Definition and purpose
Annualised revenue reflects the Group's revenue as if all acquisitions in the
period had occurred on the first day of the financial year.
Annualised revenue Year ended
31 December
2025
$m
Revenue 445
Full year impact of acquisitions 774
Annualised revenue 1,219
APM
Adjusting items
Closest equivalent statutory measure
None
Reconciling items to statutory measure
Adjusting items (note 4)
Definition and purpose
Those items which the Group excludes from its adjusted profit metrics in order
to present a further measure of the Group's performance.
These include items which are significant in size or volatility or by nature
are non-trading or non-recurring.
This provides a meaningful comparison of how the business is managed and
measured on a day-to-day basis and provides consistency and comparability
between reporting periods.
APM
Adjusted operating profit/(loss) and Annualised adjusted operating
profit/(loss)
Closest equivalent statutory measure
Operating profit/(loss)((2))
Reconciling items to statutory measure
Adjusting items (note 4) and full period impact of acquisition
Definition and purpose
The Group uses adjusted profit measures to provide a useful and more
comparable measure of the ongoing performance of the Group. Adjusted measures
are reconciled to statutory measures by removing adjusting items, the nature
of which are disclosed above and further detailed in note 4.
Annualised adjusted operating profit reflects the Group adjusted operating
profit as if all acquisitions in the period had occurred on the first day of
the financial year.
Adjusted operating profit/(loss) and Annualised adjusted operating Year ended Restated((1))
profit/(loss)
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Operating loss (46) (12)
Adjusting items to operating loss (note 4) 103 10
Adjusted operating profit/(loss) 57 (2)
Full year impact of acquisitions 118 -
Annualised adjusted operating profit/(loss) 175 (2)
APM
Adjusted operating margin and Annualised adjusted operating margin
Closest equivalent statutory measure
Operating margin((3))
Reconciling items to statutory measure
Adjusting items (note 4) and full period impact of acquisitions.
Definition and purpose
Adjusted operating margin represents Adjusted operating profit as a percentage
of revenue. Annualised adjusted operating margin represents Annualised
adjusted operating profit as a percentage of Annualised revenue.
The Group uses adjusted profit measures to provide a useful and more
comparable measure of the ongoing performance of the Group.
APM
Adjusted profit/(loss) before tax
Closest equivalent statutory measure
Loss before tax
Reconciling items to statutory measure
Adjusting items (note 4)
Definition and purpose
Profit before the impact of adjusting items and tax. As discussed above,
adjusted profit measures are used to provide a useful and more comparable
measure of the ongoing performance of the Group.
Adjusted measures are reconciled to statutory measures by removing adjusting
items, the nature of which are disclosed above and further detailed in note 4.
Adjusted profit/(loss) before tax Year ended Restated((1))
31 December
seven month period ended
2025
31 December
$m
2024
$m
Loss before tax (51) (11)
Adjusting items to loss before tax (note 4) 103 10
Adjusted profit/(loss) before tax 52 (1)
APM
Adjusted profit/(loss) after tax
Closest equivalent statutory measure
Profit/(loss) after tax
Reconciling items to statutory measure
Adjusting items (note 4)
Definition and purpose
Profit/(loss) after tax but before the impact of the adjusting items. As
discussed above, adjusted profit measures are used to provide a useful and
more comparable measure of the ongoing performance of the Group.
Adjusted measures are reconciled to statutory measures by removing adjusting
items, the nature of which are disclosed above and further detailed in note 4.
Adjusted profit/(loss) after tax Year ended Restated((1))
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Loss after tax (48) (11)
Adjusting items to loss after tax (note 4) 86 10
Adjusted profit/(loss) after tax 38 (1)
APM
Constant currency
Closest equivalent statutory measure
Income Statement, which is reported using actual average foreign exchange
rates
Reconciling items to statutory measure
Constant currency foreign exchange rates
Definition and purpose
The Group uses US Dollar based constant currency models to measure
performance. These are calculated by applying 2025 average exchange rates to
local currency reported results for the current and prior year.
This gives a US Dollar denominated Income Statement which excludes any
variances attributable to foreign exchange rate movements.
APM
Adjusted EBITDA, Adjusted EBITDA for interest cover covenant purposes and
Annualised adjusted EBITDA for leverage covenant purposes
Closest equivalent statutory measure
Operating profit/loss((2))
Reconciling items to statutory measure
Adjusting items (note 4), depreciation of property, plant and equipment as
well as the full period impact of acquisitions and adjustments for covenant
purposes.
Definition and purpose
Adjusted operating profit before depreciation and impairment of property,
plant and equipment.
Adjusted EBITDA and Annualised adjusted EBITDA are measures used to value
individual businesses as part of the "Buy, Improve, Sell" Rosebank strategy
model and by certain external stakeholders to measure performance.
Adjusted EBITDA, Adjusted EBITDA for interest cover covenant purposes and Year ended Restated((1))
Annualised adjusted EBITDA for bank covenant leverage purposes
31 December
seven month period ended 31 December 2024
2025
$m $m
Adjusted operating profit 57 (2)
Depreciation of property, plant and equipment 11 -
Adjusted EBITDA 68 (2)
Other adjustments required for covenant purposes((4)) 2 -
Adjusted EBITDA for interest cover covenant purposes 70 (2)
Full year impact of acquisitions 140 -
Adjusted EBITDA for bank covenant leverage purposes 210 (2)
APM
Adjusted tax rate
Closest equivalent statutory measure
Effective tax rate
Reconciling items to statutory measure
Adjusting items, adjusting tax items and the tax impact of adjusting items
(note 4 and note 5)
Definition and purpose
The income tax charge for the Group excluding adjusting tax items, and the tax
impact of adjusting items, divided by adjusted profit before tax.
This measure is a useful indicator of the ongoing tax rate for the Group.
Adjusted tax rate Year ended Restated((1))
31 December
seven month
2025
$m period ended
31 December
2024
$m
Tax credit per Income Statement 3 -
Adjusted for:
Tax impact of adjusting items (17) -
Adjusted tax charge (14) -
Adjusted profit before tax 52 -
Adjusted tax rate 27% -
APM
Adjusted basic earnings per share
Closest equivalent statutory measure
Basic earnings per share
Reconciling items to statutory measure
Adjusting items (note 4 and note 6)
Definition and purpose
Profit after tax attributable to owners of the parent and before the impact of
adjusting items, divided by the weighted average number of ordinary shares in
issue during the financial period.
APM
Adjusted diluted earnings per share
Closest equivalent statutory measure
Diluted earnings per share
Reconciling items to statutory measure
Adjusting items (note 4 and note 6)
Definition and purpose
Profit after tax attributable to owners of the parent and before the impact of
adjusting items, divided by the weighted average number of ordinary shares in
issue during the financial period adjusted for the effects of any potentially
dilutive options.
APM
Interest cover
Closest equivalent statutory measure
None
Reconciling items to statutory measure
Not applicable
Definition and purpose
Adjusted EBITDA calculated for interest cover covenant purposes as a multiple
of net interest payable on bank loans and overdrafts.
This measure is used for bank covenant testing.
Interest cover Year ended
31 December
2025
$m
Net interest payable on bank loans and overdrafts (2)
Interest payable on lease liabilities (2)
Net interest payable (4)
Adjusted EBITDA for interest cover covenant purposes 70
Interest cover 17.5x
Balance Sheet Measures
APM
Working capital
Closest equivalent statutory measure
Inventories, trade and other receivables less trade and other payables
Reconciling items to statutory measure
Not applicable
Definition and purpose
Working capital comprises inventories, current trade and other receivables,
and current trade and other payables. This measure provides additional
information in respect of working capital management.
APM
Net debt
Closest equivalent statutory measure
Cash and cash equivalents less interest-bearing loans and borrowings
Reconciling items to statutory measure
Reconciliation of net debt (note 9)
Definition and purpose
Net debt comprises cash and cash equivalents and interest-bearing loans and
borrowings.
Net debt is one measure that could be used to indicate the strength of the
Group's Balance Sheet position and is a useful measure of the indebtedness of
the Group.
APM
Bank covenant leverage of net debt to Annualised adjusted EBITDA
Closest equivalent statutory measure
None
Reconciling items to statutory measure
Not applicable
Definition and purpose
Bank covenant definition of net debt at average rates divided by Annualised
adjusted EBITDA for bank covenant leverage purposes.
This measure is used for bank covenant testing.
APM
Bank covenant definition of net debt at average rates
Closest equivalent statutory measure
Cash and cash equivalents less interest-bearing loans and borrowings and
finance related derivative instruments.
Reconciling items to statutory measure
Impact of foreign exchange and adjustments for bank covenant testing purposes.
Definition and purpose
Net debt (as above) is presented in the Balance Sheet translated at year end
exchange rates.
For bank covenant testing purposes net debt is converted using average
exchange rates for the year.
Bank covenant definition of net debt at average rates and bank covenant 31 December
leverage
2025
$m
Net debt at closing rates (note 9) 494
Impact of foreign exchange -
Bank covenant definition of net debt at average rates 494
Adjusted EBITDA for bank covenant leverage purposes 210
Bank covenant leverage 2.4x
APM
Free cash flow
Closest equivalent statutory measure
Net increase/decrease in cash and cash equivalents (net of bank overdrafts)
Reconciling items to statutory measure
Acquisition and disposal related cash flows, cash proceeds from issuing shares
net of associated costs and movements on borrowing facilities.
Definition and purpose
Free cash flow represents cash generated after all trading costs including
restructuring, pension contributions, tax and interest payments.
Free cash flow Year ended Restated((1))
31 December
2025 seven month
$m
period ended
31 December
2024
$m
Net (decrease)/increase in cash and cash equivalents (net of bank overdrafts) (35) 62
Debt related:
Repayment of borrowings 1,020 -
Unwind of acquired supplier finance arrangements classified within financing (14) -
cashflows
(537) -
Drawings on borrowing facilities
11 -
Costs of raising debt finance
Equity related:
(1,579) (65)
Cash proceeds from issuing shares
29 2
Associated costs from issuing shares
Acquisition and disposal related:
973 -
Acquisition of subsidiaries, net of cash acquired
55 -
Acquisition related costs
Free cash flow (77) (1)
APM
Adjusted free cash flow
Closest equivalent statutory measure
Net increase/decrease in cash and cash equivalents (net of bank overdrafts)
Reconciling items to statutory measure
Free cash flow, as defined above, adjusted for restructuring cash flows and
the unwind of acquired factoring arrangements.
Definition and purpose
Adjusted free cash flow represents free cash flow adjusted for restructuring
cash flows.
APM Year ended Restated((1))
31 December
Adjusted free cash flow
seven month period ended
2025
31 December
$m
2024
$m
Free cash flow (77) (1)
Unwind of acquired factoring arrangements (note 9) 108 -
Unwind of acquired supplier finance arrangements classified within financing 14 -
cashflows
10 -
Restructuring costs paid
Adjusted free cash flow 55 (1)
APM
Capital expenditure (capex)
Closest equivalent statutory measure
None
Reconciling items to statutory measure
Not applicable
Definition and purpose
Calculated as the purchase of owned property, plant and equipment, excluding
any assets acquired as part of a business combination.
Net capital expenditure is capital expenditure net of proceeds from disposal
of property, plant and equipment.
APM
Dividend per share
Closest equivalent statutory measure
Dividend per share
Reconciling items to statutory measure
Not applicable
Definition and purpose
Amounts payable by way of dividends in terms of pence per share.
(1) Restated for the change in presentation currency (see note 1).
(2) Operating profit/(loss) is not defined within IFRS but is a widely
accepted profit measure being profit/(loss) before finance costs, finance
income and tax.
(3) Operating margin is not defined within IFRS but is a widely accepted
profit measure being derived from operating profit/(loss)((2)) divided by
revenue.
(4) Included within other adjustments required for leverage covenant purposes
in the year ended 31 December 2025 are unrealised annual savings from spend
incurred in the year on restructuring projects.
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