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REG - Videndum PLC - 2025 Full Year Results

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RNS Number : 8114Y  Videndum PLC  31 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION.

 

31 March 2026

Videndum plc

2025 Full Year Results

 

 Results
                                   2025                              2024

 Continuing operations¹
 Revenue                           £228.3m                           £280.7m
 Adjusted EBITDA*                  £9.0m                             £20.1m
 Adjusted EBITDA margin*           4.0%                              7.2%
 Adjusted loss before tax*         £(31.5)m                          £(25.0)m
 Adjusted operating cash flow*     £5.3m                             £16.6m
 Free cash flow*                   £(23.6)m                          £4.3m
 Net debt*                         £142.3m                           £133.0m
 Statutory results from continuing and discontinued operations¹
 Revenue                           £228.8m                           £283.6m
 Operating loss                    £(53.9)m                          £(84.5)m
 Loss before tax                   £(66.8)m                          £(103.4)m
 Loss per share                    (68.1)p                           (155.8)p

Financial summary

 -              Rate of revenue decline moderated throughout the year; H1 -25%, H2 -8%
                (excluding the impact of the 2024 Paris Olympics) and Q4 -3% lower
                year-on-year.
 -              Reduction in adjusted EBITDA* to £9.0 million driven by lower volumes partly
                offset by c.£15 million of cost savings.
 -              Statutory operating loss of £53.9 million, includes £24.4 million of
                depreciation, amortisation and impairment of assets (excluding adjusting
                items), and £38.5 million of adjusting items.
 -              £5.3 million adjusted operating cashflow* despite the adjusted operating
                loss*.
 -              Net debt* increased by £9.3 million across 2025 to £142.3 million at 31
                December 2025; interest (£12.2 million), financing fees (£9.5 million) and
                restructuring costs (£9.6 million) partly offset by proceeds from disposals
                and the April 2025 equity raise.

 

Key achievements

 -              £85 million (c.£79 million net) equity raise on 30 March 2026, combined with
                c.£39 million of debt equitisation and write-off, reduced net debt* by
                c.£112 million (after debt refinancing fees).
 -              Amimon Israeli business sold in April 2025 with the intellectual property
                retained; consumer-orientated JOBY brand sold in September 2025.
 -              Continued progress on cost saving initiatives. c.£15 million achieved in
                2025, with an exit run rate of c.£19 million. Programme expanded to deliver a
                further c.£8 million in 2026 from current projects.
 -              c.£15 million reduction in inventory (20%), slightly ahead of decline in
                revenue.
 -              Rejuvenated New Product Introduction ("NPI") process, with the successful
                launch of 22 new product lines, including the Manfrotto ONE system, 'new to
                world' comprehensive stability system.

 

 

 

Commenting, Stephen Harris, Chairman, said:

"The Group made good strategic and operational progress through FY 2025.
Following a soft start to the year, the rate of decline moderated as FY 2025
progressed, culminating in the Group delivering revenue of £228.3 million.
During the period, the Group also successfully executed £15 million of cost
savings, with a further £8 million due in 2026 from the current projects.

"On 30 March 2026, the Group completed an equity raise of £85 million as part
of a comprehensive refinancing, representing an important step in
strengthening Videndum's financial position and putting the business on a good
footing for the future. The refinancing received very strong support from both
investors and lenders and, reflecting significant institutional demand, the
equity raise was increased by £15 million from the original plan. This
increased level of participation demonstrates confidence in the Group's
long-term prospects.

"For FY 2026, the Board expects good revenue growth, supported by the
introduction of new products in both FY 2025 and FY 2026.

"Videndum remains focused on driving sustainable growth. Looking to the medium
term, we expect to deliver revenue in excess of £350 million, together with a
mid‑teens adjusted EBITDA* margin. This outlook is underpinned by ongoing
operational efficiencies, disciplined cost‑reduction initiatives and the
continued contribution from NPI."

Notes

 (1)  Amimon was sold on 9 April 2025 and is reported as a discontinued operation.
      Results of discontinued operations can be found in notes 2 and 5 to the
      condensed financial statements. Amimon was not treated as a discontinued
      operation at FY 2024 results as it was only sold in FY 2025; 2024 results have
      been restated to treat Amimon as a discontinued operation in FY 2024.
 (2)  2025 average exchange rates: £1 = USD 1.32, £1 = EUR 1.17, EUR 1 = USD 1.13,
      £1 = JPY 197
 (3)  2024 average exchange rates: £1 = USD 1.28, £1 = EUR 1.18, EUR 1 = USD 1.08,
      £1 = JPY 194

* In addition to statutory reporting, Videndum plc reports alternative
performance measures from continuing operations ("APMs") which are not defined
or specified under the requirements of International Financial Reporting
Standards ("IFRS"). The Group uses these APMs to aid the comparability of
information between reporting periods and Divisions, by adjusting for certain
items which impact upon IFRS measures and excluding discontinued operations,
to aid the user in understanding the activity taking place across the Group's
businesses. APMs are used by the Directors and management for performance
analysis, planning, reporting and incentive purposes. A summary of APMs used
and their closest equivalent statutory measures is given in the Glossary.

 

 For more information please contact:
 Videndum plc                                  Email: IR-enquiries@videndum.com (mailto:IR-enquiries@videndum.com)
 Stephen Harris, Chairman

 Brian Morgan, Group Chief Financial Officer

 FTI Consulting                                Telephone: 020 3272 1340

 Richard Mountain / Ben Fletcher

 

Notes to Editors:

Videndum is a leading global provider of premium branded hardware products and
software solutions to the content creation market.

Our product portfolio includes camera supports, video transmission systems and
monitors, live streaming solutions, robotic camera systems, prompters, LED
lighting, mobile power, bags, backgrounds, audio capture, and noise reduction
equipment.

We employ around 1,200 people across the world in 9 different countries.
Videndum plc is listed on the London Stock Exchange, ticker: VID.

More information can be found at: https://videndum.com/
(https://videndum.com/)

LEI number: 2138007H5DQ4X8YOCF14

 

Comprehensive refinancing

On 30 March 2026, the Group raised £85.0 million (net £78.9 million) from a
Firm Placing (96%), Placing and Open Offer (4%) at on Offer Price of 270 pence
per New Ordinary Share (equivalent to a pre-Consolidation issue price of 1.35
pence per ordinary share).

The equity raise was upsized from £70.0 million to £85.0 million following
significant demand from institutional investors.

Alongside the equity raise there was £23.0 million equitisation of the
previous Multicurrency Revolving Credit Facility ("RCF") debt by Polus Capital
in exchange for new equity, and the write-off and release of £15.8 million of
the previous RCF debt by the Lenders.

The associated costs of the refinancing over the last fifteen months totalled
over £25 million; no further costs are anticipated.

The combination of these actions was to reduce 31 December 2025 pro forma net
debt* by £111.7 million (after debt refinancing fees) to £30.6 million,
which includes £25.2 million of finance leases. This refinancing secures a
stable and sustainable financial capital structure for the Group.

 

Market overview

2025 was another tough year for trading. Amongst the challenges, the US
tariffs announced on 2 April 2025, meant that the US was hit particularly
hard. Subsequent reductions in tariffs in H2 helped to reduce the impact on
demand but significant uncertainty still remained.

The impact of the tariffs has been an increase in the end user prices as well
as increased costs borne by Videndum. We took actions to mitigate those
effects by relocating both manufacturing and sourcing of some material and
components to reduce the tariff costs incurred.

Following the Supreme Court of the United States ("SCOTUS") ruling that the
tariffs imposed under the International Emergency Economic Powers Act
("IEEPA") were unlawful, we have filed for the recovery of the tariff costs
incurred. However, this is not expected to be recovered in FY 2026.

 

Management changes and actions

Over the last eighteen months, the Board has been refreshed, and Brian Morgan
was recruited as the new permanent CFO in October 2025. The recruitment of a
new CEO is well underway with the expectation that Stephen Harris will revert
to non-executive Chairman in due course. The Executive Committee has been
strengthened with the addition of a Chief People Officer and a Managing
Director of Asia, and now has more oversight and control of the operations of
the business. Furthermore, we have recruited professionals into our
procurement, operations and product innovation teams.

A number of restructuring and cost saving actions were disclosed at the FY
2024 results and actioned largely in H1 2025; including headcount reductions
associated with reducing divisional management and regional head office
structures, as well as the relocation of assembly and manufacturing from the
UK Bury St Edmunds site to the Feltre site in Northern Italy and Cartago,
Costa Rica.

In 2025 the business announced further restructuring activities to manage
liquidity and improve the future cost base of the business. The most
significant of these included the planned closure of the UK Ashby-de-la-Zouch
site with manufacturing outsourced or moved to Feltre and storage to Bury St
Edmunds. Other initiatives will lead to a simplification of operations in
China, the exit of the Australian distribution hub, and reduction of
engineering resource in the United States. The previously announced cost
savings of c.£15 million in 2025 were achieved, with a further c.£8 million
expected in 2026 from current projects.

Our focus remains on delivering innovative new products with 22 launched in
2025 compared with seven in 2024 and six in 2023. We successfully launched the
Manfrotto ONE system in June 2025 as part of a 'new to world' comprehensive
stability system.

The Group has identified, and is responding to, developments in artificial
intelligence ("AI"). Assistive

AI technologies present significant opportunities to enhance production
workflows and efficiency, and Videndum's NPI programmes remain focused on
supporting our end-customers through innovation. Recent product launches
incorporating AI capabilities include Vinten VEGA, which uses AI within its
control platform to enable subject tracking, and Autoscript Voice, a prompting
tool featuring speech recognition. The Group continues to monitor developments
in generative AI, which may present a medium-term risk to certain areas of
content creation, although significant legal and regulatory barriers currently
remain.

 

Group Results

The numbers below are presented on a continuing basis unless otherwise stated.
Amimon was sold on 9 April 2025 and is reported as a discontinued operation.
Amimon was not treated as a discontinued operation at FY 2024 results and the
FY 2024 results have now been restated to treat Amimon as a discontinued
operation in FY 2024. Results of discontinued operations can be found in notes
2 and 5 to the condensed financial statements.

                  Adjusted*                        Statutory from continuing and discontinued operations
                  2025       2024       Change     2025                         2024
 Revenue**        £228.3m    £280.7m     (19)%     £228.8m                      £283.6m
 EBITDA           £9.0m      £20.1m     £(11.1)m   n/a                          n/a
 Operating loss   £(15.4)m   £(18.2)m   £2.8m      £(53.9)m                     £(84.5)m
 Loss before tax  £(31.5)m   £(25.0)m   £(6.5)m    £(66.8)m                     £(103.4)m
 Loss per share   (28.6)p    (17.9)p    (10.7)p    (68.1)p                      (155.8)p

* Before adjusting operating items of £38.5 million (2024: £66.3 million).

** Amimon was not treated as a discontinued operation at FY 2024 results; 2024
results above have been restated to treat Amimon as a discontinued operation
in FY 2024.

On a reported basis, revenue declined by 19% year-on-year compared to 2024. On
a constant currency basis this was a 16% decrease, and 14% when excluding
revenue from the Paris Summer Olympics in 2024.

Adjusted gross profit margin* rose to 34% in 2025 (2024: 33%), mainly due to
the £13.1 million of one-off charges in 2024 (higher than the £2.4 million
in 2025), primarily relating to one-off inventory provision charges in 2024
and asset impairments in 2025. Excluding these one-off charges in both years,
the adjusted gross profit margin* fell from 38% to 35%, primarily due to lower
volumes.

Adjusted operating expenses* decreased by £15.9 million to £96.5 million
(2024: £112.4 million). £1.9 million due to one-off charges, primarily in
relation to asset impairments, in 2025 being lower than those in 2024 (£3.3
million in 2025 compared to £5.2 million in 2024), with the remaining £14.0
million primarily due to the year-on-year restructuring cost savings.

Adjusted EBITDA reduced by £11.1 million, driven by the £52.4 million lower
revenue. Increased losses from lower volumes were partly offset by the c.£15
million of cost savings, and £3.1 million higher adjusted other income*
(litigation settlement and Employee Retention Credits ("ERC") in relation to
COVID-19).

Adjusted operating loss* of £15.4 million (2024: £18.2 million loss)
includes depreciation and amortisation costs of £18.7 million (2024: £20.0
million), and one-off charges not included within adjusted EBITDA*, including
impairment of assets, of £5.7 million (2024: £18.3 million).

Net finance expense of £16.1 million was £9.3 million higher than in 2024
(£6.8 million). This was mainly the result of gross borrowings being c.19%
higher through the period combined with increased margins due to the higher
leverage. Lower FX gains and higher amortisation of fees were also a factor.

Adjusted loss before tax* was £31.5 million compared to a £25.0 million loss
in 2024.

Statutory loss before tax from continuing and discontinued operations of
£66.8 million (2024: £103.4 million loss) included adjusting items from
continuing operations of £38.5 million (2024: £66.3 million) and a £3.2
million profit from discontinued operations including profit on disposal
(2024: £12.1 million loss). The largest line within adjusting items was the
impairment of assets (£26.1 million), which primarily related to the
impairment of acquired intangibles in businesses that have not been performing
in line with expectations - see "Adjusting items" section for further detail.

The Group's effective tax rate ("ETR") was a 9% credit on the £31.5 million
adjusted loss before tax* (2024: 32% credit on the £25.0 million loss before
tax*). Statutory ETR from continuing and discontinued operations was a 3%
debit on the £66.8 million loss (2024: 42% debit on the £103.4 million loss
before tax).

Adjusted basic loss per share* was 28.6 pence (2024: 17.9 pence loss per
share). Statutory basic loss per share from continuing and discontinued
operations was 68.1 pence (2024: 155.8 pence loss per share).

 

Division Results

VMS

                          Adjusted*                     Statutory from continuing and discontinued operations
                          2025      2024      Change    2025                         2024
 External revenue         £108.5m   £132.7m   (18)%     £108.5m                      £132.7m
 EBITDA                   £11.2m    £12.8m    £(1.6)m   n/a                          n/a
 Operating profit/(loss)  £2.9m     £(6.9)m   £4.0m     £(26.8)m                     £(33.3)m

* Before adjusting items of £29.7 million loss (2024: £26.4 million loss).

Revenue was 18% lower than in 2024. The US tariffs created market uncertainty
and caution from our distributors. Manfrotto ONE was launched to positive
feedback but full production capability was not in place until 2026, thus
revenues were not significant in 2025.

Significant restructuring actions have been taken with c.£9.0 million of
savings versus 2024. Adjusted EBITDA* was £1.6 million lower than in 2024,
primarily reflecting adverse operating leverage on the 18% revenue decline,
largely offset by the restructuring actions.

Statutory operating loss was £26.8 million (2024: 33.3 million loss) which
reflects £29.7 million of adjusting items from continuing operations (2024:
£26.4 million loss).

 

VPS

                          Adjusted*                      Statutory
                          2025       2024     Change     2025       2024
 External revenue         £72.7m     £90.7m   (20)%      £72.7m     £90.7m
 EBITDA                   £1.6m      £13.6m   £(12.0)m   n/a        n/a
 Operating (loss)/profit  £(10.5)m   £1.6m    £(12.1)m   £(13.4)m   £(34.4)m

* Before adjusting items of £2.9 million loss (2024: £36.0 million loss).

Revenue was 20% lower than in 2024, which benefitted from the 2024 Paris
Summer Olympics. Excluding the Olympics, revenue was 12% lower than in 2024,
which was in part due to 2024 benefitting from an opening large backorder for
Flowtech tripods and systems, as well as hedging gains.

Significant restructuring actions have been taken with c.£3.5 million of
savings versus 2024. Adjusted EBITDA* was £12.0 million lower than in 2024,
primarily reflecting adverse operating leverage on the 20% revenue decline,
partly offset by the restructuring actions.

Statutory operating loss was £13.4 million (2024: £34.4 million loss) which
reflects £2.9 million of adjusting items (2024: £36.0 million).

VCS

                     Adjusted*                 Statutory from continuing and discontinued operations
                     2025     2024     Change  2025                         2024
 External revenue**  £47.1m   £57.3m   (18)%   £47.6m                       £60.2m
 EBITDA              £7.5m    £6.9m    £0.6m   n/a                          n/a
 Operating profit    £3.6m    £0.5m    £3.1m   £3.3m                        £0.2m

* Before adjusting items from continuing operations of £0.3 million (2024:
£0.3 million).

** Amimon was not treated as a discontinued operation at FY 2024 results; 2024
results above have been restated to treat Amimon as a discontinued operation
in FY 2024.

Revenue was 18% lower than in 2024. US tariffs created uncertainty in 2025,
whilst 2024 benefitted from a post-strike false dawn, and also entered the
year with a significant order backlog.

Restructuring actions have been taken with c.£1.5 million of savings versus
2024. Adjusted EBITDA* was £0.6 million higher, primarily reflecting £3.5
million higher adjusted other income* and cost savings from restructuring
actions, partly offset by adverse operating leverage on the 18% revenue
decline.

Statutory operating profit was £3.3 million (2024: £0.2 million) which
reflects £0.3 million of adjusting items from continuing operations (2024:
£0.3 million).

Corporate costs

Corporate costs include payroll and bonus costs for the Executive Directors
and the head office team, professional fees, property costs, and travel costs.
They also include charges relating to the Long-Term Incentive Plan ("LTIP")
and Restricted Share Plan ("RSP") used to incentivise and retain employees
across the Group.

 

                   Adjusted*                     Statutory
                   2025       2024       Change  2025       2024
 EBITDA            £(11.3)m   £(13.2)m   £1.9m   n/a        n/a
 Operating (loss)  £(11.4)m   £(13.4)m   £2.0m   £(17.0)m   £(17.0)m

* For corporate costs, before adjusting items of £5.6 million (2024: £3.6
million).

Corporate costs were lower than those in 2024 due to lower consultancy and
audit fees, and restructuring savings.

 

Group cash flow and net debt*

Adjusted operating cash flow* of £5.3 million was £11.6 million lower than
in 2024 (£16.6 million) primarily due to the £11.1 million lower adjusted
EBITDA*.

Free cash outflow* at £23.6 million included interest of £12.2 million,
restructuring spend of £9.6 million, and debt amendment fees and refinancing
costs of £9.5 million.

 £m                                                                    2025    2024    Variance
 Statutory operating loss from continuing and discontinued operations  (53.9)  (84.5)  30.6
 Add back discontinued operations statutory operating (profit)/loss    -       -       -
 Add back adjusting items from continuing operations                   38.5    66.3    (27.8)
 Adjusted operating (loss)/profit*                                     (15.4)  (18.2)  2.8
 One-off charges including impairment of assets                        5.7     18.3    (12.6)
 Depreciation((1))                                                     18.7    20.0    (1.3)
 Adjusted EBITDA*                                                      9.0     20.1    (11.1)
 Adjusted trade working capital (inc)/dec*                             8.1     7.8     0.3
 Adjusted non-trade working capital (inc)/dec*                         (0.4)   2.2     (2.6)
 Adjusted provisions inc/(dec)*                                        (1.6)   (0.1)   (1.5)
 Capital expenditure((2))                                              (12.1)  (15.4)  3.3
 Other((3))                                                            2.3     2.0     0.3
 Adjusted operating cash flow*                                         5.3     16.6    (11.3)
 Cash conversion*                                                      (34)%   (91)%   57%pts
 Net interest paid                                                     (12.2)  (10.1)  (2.1)
 Tax received/(paid)                                                   2.7     0.7     2.0
 Retention bonuses                                                     (0.1)   (1.2)   1.1
 Restructuring, other adjusting items, and sale of property            (9.6)   (1.7)   (7.9)
 Debt amendment fees and refinancing costs                             (9.5)   -       (9.5)
 Transaction costs                                                     (0.2)   -       (0.2)
 Free cash flow*                                                       (23.6)  4.3     (27.9)

(1) Includes depreciation, and amortisation of purchased software and
capitalised development costs

(2) Purchase of Property, Plant & Equipment ("PP&E") and
capitalisation of software and development costs

(3) Includes share-based payments charge (excluding retention) and other
reconciling items to adjusted operating cash flow*

 

Adjusted trade working capital* decreased by £8.1 million in 2025. This
movement primarily reflects a £15.4 million decrease in inventories;
partially offset by a £6.5 million increase in trade receivables, due to the
wind down of the receivables factoring facility across the year (£8.3 million
at 31 December 2024); and a £0.8 million decrease in trade payables.

 

Capital expenditure of £12.1 million (2024: £15.4 million) included:

 -              £7.2 million of Property Plant and Equipment ("PP&E") compared with £7.8
                million in 2024;
 -              £4.9 million capitalisation of development costs (2024: £7.3 million) and
                software of £nil (2024: £0.3 million). Gross R&D was lower than in 2024,
                reflecting the targeting of investment and restructuring actions to right size
                operations. Gross R&D as percentage of revenue was consistent year-on-year
                at 7%.

 

 £m                                  2025   2024   Variance
 Gross R&D                           15.4   18.7   (3.3)
 Capitalised                         (4.9)  (7.3)  2.4
 Amortisation and impairment losses  8.4    10.1   (1.7)
 Income Statement Impact             18.9   21.5   (2.6)

Net interest paid of £12.2 million was £2.1 million higher than in 2024
reflecting the rise in interest expense compared to the prior period. Net tax
receipts of £2.7 million included receipt of a £3.2 million refund from HMRC
related to the historic EU State Aid claim.

 December 2024 closing net debt* (£m)                                (133.0)
 Free cash flow from continuing operations*                          (23.6)
 Net cash used in operating activities from discontinued operations  (3.9)
 Movement in loan fees, net of amortisation                          3.0
 Net proceeds from equity raise                                      7.5
 Employee incentive shares                                           (0.3)
 Net disposal proceeds                                               7.3
 Net lease additions                                                 (0.9)
 FX                                                                  1.6
 December 2025 closing net debt* (£m)                                (142.3)

 

Net debt* at 31 December 2025 of £142.3 million was £9.3 million higher than
at 31 December 2024 (£133.0 million).

Prior to its disposal, operating cash out flow from the Amimon business was
£3.9 million including settlement of a £2.5 million payable to secure the
intellectual property that was subsequently transferred to Teradek. Net
disposal proceeds of £2.1 million were received after deducting cash included
in the sale of £0.5 million. In addition the Company sold its
consumer-orientated JOBY brand in September 2025 for £5.2 million.

On 30 April 2025, the Company issued 9,412,663 new ordinary shares at an issue
price per share of 85 pence, a premium to the prevailing share price,
generating gross proceeds of £8.0 million and, after expenses, net proceeds
of £7.5 million.

The £1.6 million favourable impact from FX arose following the weakening of
the US dollar against Sterling across 2025.

Liquidity at 31 December 2025 totalled £14.2 million, comprising £3.2
million unutilised RCF and net cash of £11.0 million.

 

Borrowing facilities and financial position at 31 December 2025

On 31 December 2025, the Group had a committed £146.1 million RCF with a
syndicate of lenders, which was capped at £135.1 million of which 98% was
utilised.

Following the equity raise on 30 March 2026, the Group completed refinancing
its debt. The new Group facilities total £60.0 million: a three-year £31.5
million Senior Term Loan (tranche A); a two-year £13.5 million Senior Term
Loan (tranche B); and a new three-year £15.0 million Super Senior RCF.

A monthly minimum liquidity of £5.0 million exists throughout the terms, and
leverage and interest cover covenants are reintroduced from 31 March 2028. For
further detail, see note 4.1 to the condensed financial statements.

 

Adjusting items from continuing operations

 £m                                                                             2025    2024
 Profit on disposal of brand                                                    3.9     -
 Impairment of assets                                                           (26.1)  (51.3)
 Amortisation of intangible assets that are acquired in a business combination  (3.2)   (3.5)
 Restructuring costs                                                            (4.1)   (11.3)
 Acquisition related charges                                                    -       (0.2)
 Other adjusting items                                                          (9.0)   -
 Adjusting items                                                                (38.5)  (66.3)

 

Profit on disposal of brand relates to the sale of the JOBY brand, net of
disposal of assets and transaction costs. Further detail on disposal of net
assets and businesses can be found in note 5.1 to the condensed financial
statements.

The impairment of assets primarily consists of a £22.9 million impairment of
acquired intangibles in businesses that have not been performing in line with
expectations, and a £2.1 million inventory impairment for JOBY.

The amortisation of intangibles reflects amortisation within the VMS Division
prior to the impairment at the end of the year.

Restructuring costs reflect Group-wide restructuring projects announced to
affected employees in the period, which resulted in a number of employees
leaving in 2025.

Other adjusting items predominantly consist of refinancing costs that are not
in relation to the new debt facility, along with the gross loss on the sale of
JOBY-related inventory post-disposal, and other one-off items.

Further detail on adjusting items can be found in note 2.2 to the condensed
financial statements.

 

Discontinued operations

On 9 April 2025 the Group sold its Amimon business for gross cash
consideration of £2.6 million, of which £0.8 million was for the sale of
shares, and £1.8 million for entering into an agreement with Teradek LLC,
also part of the VCS Division, to grant Amimon a licence to use certain
intellectual property. A profit of £4.8 million arose on disposal after
taking into account net assets disposed of £0.1 million (inclusive of £0.5
million of cash), £0.1 million transaction costs, and the previously recorded
foreign exchange gain of £2.4 million that has been recycled to the profit on
disposal.

Results of discontinued operations can be found in notes 2 and 5 to the
condensed financial statements.

 

 £m                                            2025   2024
 Revenue                                       0.5    2.9
 Adjusted loss before tax                      (1.6)  (12.1)
 Profit on disposal of discontinued operation  4.8    -
 Statutory loss before tax                     3.2    (12.1)

 

Going concern and viability

The Board has made appropriate enquiries and consider that the Group has
adequate resources to continue in operational existence for the foreseeable
future, being a period of at least 12 months from the date of approval of the
condensed financial statements. In making its assessment the Board considered
the future trading and cash flow forecasts over a period of 12 months from the
approval date of these Financial Statements (the "going concern assessment
period") using the FY 2026 budget and future forecasts along with a number of
scenarios modelled based on downsides from the FY 2025 performance. The Board
believes that available liquidity will be sufficient to enable the Group to
meet its liabilities as they fall due within the going concern assessment
period. As a result of the ongoing challenging market conditions, the Board
has also considered events or conditions that may occur after the end of the
defined going concern assessment period.

The Directors acknowledge that risks remain due to ongoing market volatility.
While stress‑test modelling indicates the Group maintains positive liquidity
throughout the going concern assessment period and the foreseeable future, if
the Group does not meet performance expectations there remains a possibility
that a sale, restructuring, or wider reorganisation may need to be considered
beyond this period. There is no assurance that such actions could be
undertaken or would be sufficient in the stress‑test scenario. As these
potential events fall outside the assessment period but could materially
impact the Group, they represent a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going concern should
they arise.

Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements, with a material uncertainty which may cast
significant doubt over the Company's ability to continue as a going concern.
Further detail on the assessment of going concern can be found within note 1
to the condensed financial statements.

The Directors have also assessed the long-term viability of the Group over a
three-year period, taking account of the Group's current position and
prospects, its strategic plan, risk appetite and the principal risks and how
these are managed. Based on this assessment, the Directors have a reasonable
expectation that the Group will be able to continue in operation and meet its
liabilities as they fall due over the period, subject to the Group retaining
the ability to acquire funding in order to refinance its committed facilities
when they fall due, which is expected to be the case.

 

Dividend

The Board recognises the importance of dividends to the Group's shareholders
and intends to resume payment of a progressive and sustainable dividend when
appropriate to do so.

 

Outlook

For FY 2026, the Board expects good revenue growth, supported by the
introduction of new products in both FY 2025 and FY 2026.

Videndum remains focused on driving sustainable growth. Looking to the medium
term, we expect to deliver revenue in excess of £350 million, together with a
mid-teens adjusted EBITDA* margin. This outlook is underpinned by ongoing
operational efficiencies, disciplined cost reduction initiatives and the
continued contribution from NPI.

 

For and on behalf of the Board

 Stephen Harris  Brian Morgan
 Chairman        Group Chief Financial Officer

 

 

Forward-looking statements

This announcement contains forward-looking statements with respect to the
financial condition, performance, position, strategy, results and plans of the
Group based on management's current expectations or beliefs as well as
assumptions about future events. These forward-looking statements are not
guarantees of future performance. Undue reliance should not be placed on
forward-looking statements because, by their very nature, they are subject to
known and unknown risks and uncertainties and can be affected by other
factors that could cause actual results, and the Group's plans and objectives,
to differ materially from those expressed or implied in the forward-looking
statements. The Company undertakes no obligation to publicly revise or update
any forward-looking statements or adjust them for future events or
developments. Nothing in this announcement should be construed as a profit
forecast.

The information in this announcement does not constitute an offer to sell or
an invitation to buy shares in the Company in any jurisdiction or an
invitation or inducement to engage in any other investment activities. The
release or publication of this announcement in certain jurisdictions may be
restricted by law. Persons who are not resident in the United Kingdom or who
are subject to other jurisdictions should inform themselves of, and observe,
any applicable requirements.

This announcement contains brands and products that are protected in
accordance with applicable trademark and patent laws by virtue of their
registration.

No person has been authorised to give any information or to make any
representations other than those contained in this announcement and, if given
or made, such information or representations must not be relied on.

Neither the content of the Group's websites (or any other website) nor the
content of any website accessible from hyperlinks on the Group's website (or
any other website) is incorporated into or forms part of this announcement.

 

Directors' responsibilities statement

This responsibilities statement has been prepared in connection with the Group
consolidated financial statements, extracts of which are included within this
announcement as condensed consolidated financial statements along with related
notes.

The Directors confirm that to the best of their knowledge:

- The condensed consolidated financial statements included in this document
are derived from the audited consolidated financial statements of the Group,
prepared in accordance with UK-adopted international accounting standards
(they do not contain sufficient information to comply with UK-adopted
international accounting standards);

- The Group's consolidated financial statements, prepared in accordance with
UK-adopted international accounting standards, give a true and fair view of
the assets, liabilities, financial position, cash flows and profit of the
Group;

- The Strategic Report included within the Group consolidated financial
statements represents a fair review of the development and performance of the
business and the position of the Group, together with a description of the
principal risks and uncertainties that it faces.

Condensed Consolidated of Profit or Loss

For the year ended 31 December 2025

                                                                2025            2024 ((1))

                                                                £m              £m

 Continuing operations

 Revenue                                                        228.3           280.7

 Cost of sales                                                  (156.0)         (188.4)

 Gross profit                                                   72.3            92.3

 Other income                                                   7.9             0.9

 Operating expenses                                             (134.1)         (177.7)

 Operating loss                                                 (53.9)          (84.5)

 Comprising

 - Adjusted operating loss                                      (15.4)          (18.2)

 - Adjusting items in operating loss ((1))                      (38.5)          (66.3)

 Finance income                                                 0.8             3.3

 Finance expense ((1))                                          (16.9)          (10.1)

 Net Finance expense                                            (16.1)          (6.8)

 Loss before tax                                                (70.0)          (91.3)

 Taxation                                                       (1.7)           (44.1)

 Loss for the year from continuing operations                   (71.7)          (135.4)

 Profit/(loss) for the year from discontinued operations ((1))  3.1             (11.6)

 Loss for the year attributable to owners of the parent         (68.6)          (147.0)

 Earnings per share from continuing operations((2))

 Basic earnings per share                                       (142.3) pounds  (287.1) pounds

 Diluted earnings per share                                     (142.3) pounds  (287.1) pounds

 Earnings per share from total operations ((2))

 Basic earnings per share                                       (136.1) pounds  (311.7) pounds

 Diluted earnings per share                                     (136.1) pounds  (311.7) pounds

 ((1) On 9 April 2025 the Group sold its investment in the Amimon business. See
 note 5 "Discontinued operations" and note 5.1 "Disposal of net assets and
 business".)

 ((2) Following the capital reorganisation of 30 March 2026, comprising the
 Sub-division and the Consolidation of existing equity shares, the calculation
 of basic earnings per share for both years, 2024 and 2025, has been adjusted
 retrospectively to reflect the change in the number of shares, as per IAS 33
 "Earnings per share". See note 2.5 "Earnings per share".)

 

 

Condensed Consolidated Statement of Comprehensive Income/(Loss)

For the year ended 31 December 2025

                                                                             2025    2024

                                                                             £m      £m

 Loss for the year                                                           (68.6)  (147.0)

 Other comprehensive income/(loss):

 Items that will not be reclassified subsequently to profit or loss:

 Remeasurements of defined benefit obligation, net of tax                    (1.1)   (0.3)

 Foreign exchange gain recycled to the Income Statement on disposal of       (2.4)   -
 businesses((1))

 Items that are or may be reclassified subsequently to profit or loss:

 Currency translation differences on foreign currency subsidiaries           (6.7)   (1.5)

 Net investment hedges - net loss                                            -       (2.0)

 Fair value of cash flow hedges reclassified to the Profit or Loss           (1.1)   (4.6)

 Effective portion of changes in fair value of cash flow hedges              0.6     1.2

 Tax associated with changes in cash flow hedges                             0.1     0.9

 Other comprehensive loss, net of tax                                        (10.6)  (6.3)

 Total comprehensive loss for the year attributable to owners of the parent  (79.2)  (153.3)

 

(1) The cumulative amount of the exchange difference of £2.4 million on
Amimon is reclassified from equity to profit or loss on the recognition of the
gain on its disposal.

 

 

Condensed Consolidated Balance Sheet

As at 31 December 2025

                                        2025     2024

                                        £m       £m

 Assets

 Non-current assets

 Intangible assets                      64.2     99.7

 Property, plant and equipment          39.0     48.6

 Employee benefit asset                 3.8      4.1

 Trade and other receivables            1.2      4.5

 Deferred tax assets                    0.8      0.7

 Total non-current assets               109.0    157.6

 Current assets

 Inventories                            59.8     82.5

 Contract assets                        0.5      0.5

 Trade and other receivables            46.4     38.7

 Derivative financial instruments       0.1      0.8

 Current tax assets                     2.0      8.9

 Cash and cash equivalents              11.0     57.3

 Total current assets                   119.8    188.7

 Total assets                           228.8    346.3

 Liabilities

 Current liabilities

 Bank overdrafts                        -        44.4

 Interest-bearing loans and borrowings  127.8    0.2

 Lease liabilities                      5.2      8.2

 Contract liabilities                   5.1      4.2

 Trade and other payables               42.1     43.7

 Derivative financial instruments       0.1      0.3

 Current tax liabilities                4.9      6.6

 Provisions                             3.7      11.2

 Total current liabilities              188.9    118.8

 Non-current liabilities

 Interest-bearing loans and borrowings  0.3      114.2

 Lease liabilities                      20.0     23.3

 Other payables                         0.8      0.8

 Employee benefit liabilities           2.2      2.5

 Provisions                             0.4      0.7

 Deferred tax liabilities               -        0.1

 Total non-current liabilities          23.7     141.6

 Total liabilities                      212.6    260.4

 Net assets                             16.2     85.9

 Equity

 Share capital                          20.8     18.9

 Share premium                          139.3    133.7

 Translation reserve                    (25.6)   (16.5)

 Capital redemption reserve             1.6      1.6

 Cash flow hedging reserve              -        0.4

 Retained earnings                      (119.9)  (52.2)

 Total equity                           16.2     85.9

 

 

Condensed Consolidated Statement of Changes in Equity

                                               Share capital  Share premium  Translation reserve  Capital redemption reserve  Cash flow hedging reserve  Retained earnings  Total equity

                                               £m             £m             £m                   £m                          £m                         £m                 £m

 Balance at 1 January 2024                     18.9           133.7          (13.0)               1.6                         2.9                        93.4               237.5

 Loss for the year                             -              -              -                    -                           -                          (147.0)            (147.0)

 Other comprehensive loss for the year         -              -              (3.5)                -                           (2.5)                      (0.3)              (6.3)

 Total comprehensive loss for the year         -              -              (3.5)                -                           (2.5)                      (147.3)            (153.3)

 Contributions by and distributions to owners

 Transfer of share options                     -              -              -                    -                           -                          (0.5)              (0.5)

 Share-based payment charge, net of tax        -              -              -                    -                           -                          2.2                2.2

 Balance at 31 December 2024                   18.9           133.7          (16.5)               1.6                         0.4                        (52.2)             85.9

and 1 January 2025

 Loss for the year                             -              -              -                    -                           -                          (68.6)             (68.6)

 Other comprehensive loss for the year         -              -              (9.1)                -                           (0.4)                      (1.1)              (10.6)

 Total comprehensive loss for the year         -              -              (9.1)                -                           (0.4)                      (69.7)             (79.2)

 Contributions by and distributions to owners

 Transfer of share options                     -              -              -                    -                           -                          (0.3)              (0.3)

 New shares issued, net of costs               1.9            5.6            -                    -                           -                          -                  7.5

 Share-based payment charge, net of tax        -              -              -                    -                           -                          2.3                2.3

 Balance at 31 December 2025                   20.8           139.3          (25.6)               1.6                         -                          (119.9)            16.2

 

 

 

Condensed Consolidated Statement of Cash Flows

For the year ended 31 December 2025

                                                                                         2025    2024

                                                                                         £m      £m

 Cash flows from operating activities

 Loss for the year                                                                       (68.6)  (147.0)

 Adjustments for:

 Net finance expense                                                                     16.4    6.9

 Taxation                                                                                1.8     43.6

 Depreciation                                                                            12.2    13.2

 Impairment of fixed assets                                                              29.7    61.1

 Amortisation of intangible assets                                                       9.7     11.6

 Net loss on disposal of property, plant and equipment and software                      0.5     0.3

 Fair value losses on derivative financial instruments                                   0.1     0.1

 Foreign exchange (gains)/losses                                                         (0.2)   0.1

 Share-based payment charge                                                              2.3     2.2

 Retention bonuses                                                                       -       0.2

 Profit on disposal of business or net assets, before transaction costs                  (9.0)   -

 Cash used in operating activities before changes in working capital, including          (5.1)   (7.7)
 provisions

 Decrease in inventories                                                                 18.8    12.5

 (Increase)/decrease in trade receivables                                                (6.6)   8.2

 (Increase)/decrease in other receivables and contract assets                            (2.4)   2.9

 (Decrease)/increase in trade payables                                                   (1.4)   1.2

 Increase/(decrease) in other payables and contract liabilities                          4.5     (0.9)

 (Decrease)/increase in provisions                                                       (7.6)   6.3

 Cash from operating activities                                                          0.2     22.5

 Interest paid ((1),(2))                                                                 (19.1)  (10.3)

 Tax received                                                                            2.6     0.5

 Net cash (used in)/from operating activities                                            (16.3)  12.7

 Cash flows from investing activities

 Interest received                                                                       0.6     0.2

 Proceeds from sale of property, plant and equipment and software                        0.3     2.7

 Purchase of property, plant and equipment                                               (7.2)   (7.9)

 Purchase of software and payment of development costs                                   (4.9)   (7.6)

 Disposal of business or net assets                                                      7.3     -

 Net cash used in investing activities                                                   (3.9)   (12.6)

 Cash flows from financing activities

 Proceeds from the issue of shares, net of costs                                         7.5     -

 Transfer of share options                                                               (0.3)   (0.5)

 Principal lease repayments ((1))                                                        (6.5)   (6.1)

 Repayment of interest-bearing loans and borrowings                                      (13.0)  (231.1)

 Proceeds from interest-bearing loans and borrowings                                     30.3    244.7

 Net cash from financing activities                                                      18.0    7.0

 (Decrease)/increase in cash and cash equivalents                                        (2.2)   7.1

 Effect of exchange rate fluctuations                                                    0.3     1.1

 Cash and cash equivalents and overdrafts at 1 January                                   12.9    4.7

 Cash and cash equivalents and overdrafts at 31 December                                 11.0    12.9

 ((1)) Total cash outflow for leases is £7.8 million (2024: £7.6 million) of
 which £6.5 million (2024: £6.1 million) relates to principal lease
 repayments and £1.3 million (2024: £1.5 million) to interest.

 ((2)) Interest payments include transaction costs of £6.3 million (2024:
 £1.2 million) on the debt financing.

 The statement of cash flows of discontinued operations is presented in note 5
 "Discontinued operations".

 

1.   Material accounting policies

Reporting entity

Videndum plc ("the Company") is a public company limited by shares
incorporated in the United Kingdom under the Companies Act. The Company is
registered in England and Wales and its registered address is William Vinten
Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom. The
consolidated financial statements of the Company as at and for the year ended
31 December 2025 comprise the Company and its subsidiaries (together referred
to as "the Group").

Basis of preparation

The consolidated financial statements of the Group, from which these condensed
consolidated financial statements are derived, have been prepared in
accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006.

The financial information set out above does not constitute the Company's
statutory accounts for the years ended 31 December 2025 or 2024 but is derived
from those accounts. Statutory accounts for 2024 have been delivered to the
Registrar of Companies and those for 2025 will be delivered following the
Company's Annual General Meeting. The auditor has reported on those accounts;
their reports were unqualified with material uncertainty in relation to going
concern and did not draw attention to any matters by way of emphasis and did
not contain statements under s.498 (2) or (3) of the Companies Act 2006.

In reporting financial information, the Group presents Alternative Performance
Measures ("APMs") which are not defined or specified under the requirements of
International Financial Reporting Standards ("IFRS"). The Group believes that
these APMs, which are not considered to be a substitute for or superior to
IFRS measures, provide stakeholders with additional helpful information and
enable an alternative comparison of performance over time. A glossary on pages
34 to 40 provides a comprehensive list of APMs that the Group uses, including
an explanation of how they are calculated, why they are used and how they can
be reconciled to a statutory measure where relevant.

The Company has elected to prepare its Parent Company financial statements in
accordance with Financial Reporting Standard 101 Reduced Disclosure Framework
("FRS 101").

Basis of consolidation

Subsidiaries are entities that are controlled by the Group. Control exists
when the Group has the rights to variable returns from its involvement with an
entity and has the ability to affect those returns through its power over the
entity. The results of subsidiaries sold or acquired during the year are
included in the consolidated financial statements up to, or from, the date
that control exists.

Going concern

Background and context

The last three financial years through to 31 December 2025 have been
challenging for the Group with underperformance of primary markets leading to
pressure on the Group's capital structure. The markets in which the business
operates were impacted by COVID, macro events such as the writers strike and
fires in LA, and increased competition, especially in the consumer end of the
market. Expectations of recovery, in prior years, in all three primary markets
of independent content creator, cine and scripted TV and broadcast failed to
materialise. Following a change in management in 2024 the business prioritised
actions within its control, focusing on an operational efficiency programme to
drive performance, cost savings and on refinancing the existing debt. The
business focussed on (i) reinstating pricing discipline; (ii) improving
operational efficiency; (iii) driving gross margin expansion; and (iv)
reducing discretionary spend. Several of the restructuring and cost saving
actions that were announced in 2024 paid dividends in 2025. The key project
which progressed in 2025 was in relation to the relocation of assembly and
manufacturing from the UK Bury St Edmunds site to the Feltre site in Northern
Italy and Cartago, Costa Rica resulting in savings and improving operational
efficiency in 2025.

In 2025 the business implemented further restructuring activities to manage
liquidity and improve the future cost base of the business. The most
significant of these included the planned closure of the UK Ashby-de-la Zouch
site with manufacturing outsourced or moved to Feltre and storage to Bury St
Edmunds. Other initiatives led to a simplification of operations in Asia,
reduction of engineering resource in the United States and the closure of the
distribution centre in Australia, which will move to an outsourced model. The
savings from these activities in 2025 were c.£15.0 million and are forecast
to expand to c.£23.0 million in 2026.

The Amimon research operation in Israel was sold in April 2025, with the
intellectual property moved to the US Teradek business. Gross cash proceeds of
£2.6 million were realised together with savings from the avoidance of
operating and closure costs. On 3 September 2025 the Group exited the consumer
end of the ICC market by selling its consumer brand JOBY for gross cash
proceeds of £5.2 million. In December 2025, the Group announced the closure
of distribution operations in Australia, with the closure completed in
February 2026. The Group's presence in Australia will transition to an
external distribution model, utilising third party distributors that will be
fulfilled from our China and EU warehouses.

Linked to these initiatives, headcount, on a full-time equivalent basis, fell
from 1,507 at the end of 2024 to 1,248 at 31 December 2025.

Refinancing

On 30 March 2026, the Group completed refinancing its capital structure. The
refinancing significantly deleverages the capital structure, materially
improves key credit metrics and positions the business to deliver on its
potential with the support of the new Super Senior Facility and available cash
on the balance sheet.

The refinancing comprises a £111.7 million reduction in net debt, consisting
of:

- An equity raise of £85.0 million (gross);

- the equitisation of £23.0 million of the existing RCF debt in exchange for
new equity;

- debt write-off of £15.8 million; less £12.1 million in advisory fees

The new Group facilities total £60.0 million:

- A three-year £31.5 million Senior Term Loan (tranche A);

- a two-year £13.5 million Senior Term Loan (tranche B); and

- a new three-year £15.0 million Super Senior Facility.

The covenants associated with the new debt facilities are:

From 31 March 2026 to 31 March 2028 monthly minimum liquidity (defined as cash
at bank, net of overdrafts, plus available undrawn RCF), of £5.0 million.

Going Concern Assessment

These Consolidated Financial Statements have been prepared on a going concern
basis. In making its assessment the Board considered the future trading and
cash flow forecasts over a period of 12 months from the approval date of these
Consolidated Financial Statements (the "going concern assessment period")
using the FY2026 budget and future forecasts along with a number of scenarios
based on downsides from the FY2025 performance. The Board believes that
available liquidity will be sufficient to enable the Group to meet its
liabilities as they fall due within the going concern assessment period. As a
result of the challenging conditions outlined above, the Board has also
considered events or conditions that may occur after the end of the defined
going concern assessment period.

 

Base Case 

The Base Case is the FY2026 Budget and relevant future forecasts, which were
reviewed and approved by the Board in December 2025. The Base Case includes
revenue and margin growth, driven by New Product Introductions ("NPI"),
expansion in Asia, competitive market positioning through a focus on product
costs, and an element of end market growth.

Stress test 

The Board has modelled multiple downside scenarios to stress test the going
concern assessment. The most severe scenario modelled assumes a continued
decline in revenues of 14% year-on-year applied from April 2026. This is
consistent with trends seen during FY2024 and FY2025 (excluding the impact of
the 2024 Olympics revenue). This would result in a revenue decline of c.£31.0
million in the 12 month assessment period. The reduced level of revenues leads
to a decline in gross margins and the benefits of operational leverage also
reduce.

In this scenario management would take further action on the Group's cost base
to maintain compliance with the minimum liquidity covenant of £5.0 million.
The mitigating actions modelled in this scenario are within management's
control. These actions include: reduction in discretionary operating expenses;
removal of incentive payments; salary and headcount freezes; reduction of
non-essential capital expenditure; and continued reduction of inventories. The
impact of these adjustments would further reduce costs by c.£12.0 million
across the going concern assessment period, with an improvement in cashflows
of c.£22.0 million. The Group has historical precedent for applying
mitigating actions in this way, demonstrated by the level of cost savings of
£15.0 million already achieved in the business during FY2025. Were this
scenario to arise, the Group would begin implementing mitigations from April
2026. In this stress test scenario there continues to be headroom over the
minimum liquidity covenant for the entire going concern assessment period.

Further actions, which have not been modelled, available to management which
could be enacted at minimal cost should such a severe downturn arise include
further reduction of operating expenses, the sale of businesses, tangible
assets, intangible assets and inventory. 

Material Uncertainty 

Notwithstanding the outcome of the stress test and the improved financial
position of the Group following the successful refinancing in March 2026, the
Directors acknowledge that there remain risks inherent due to the volatility
experienced in the markets in which the Group operates given the current
macroeconomic environment. If the Group trades at the levels modelled in the
stress test during the going concern assessment period and the foreseeable
future, the Group is forecast to have positive liquidity for the going concern
assessment period and the foreseeable future. However, if the conditions
modelled in the stress test continued beyond the defined going concern
assessment period it is possible that a sale, further restructuring or other
fundamental re-organisation of the Group could be required. There is no
guarantee that the Group could carry out such a re-organisation nor if such
activities would be sufficient in this stress test scenario. As a result,
although outside of the defined going concern assessment period, this
represents potential events or conditions of sufficient significance to
indicate the existence of a material uncertainty which may cast significant
doubt over the Group's ability to continue as a going concern should these
events or conditions be realised.

The financial statements do not include the adjustments that would result if
the Group were unable to continue as a going concern.

Critical accounting judgements and key sources of estimation uncertainty

The Directors review the judgements and estimates on an ongoing basis with
revisions to accounting estimates recognised in the period in which the
estimates are revised and in any future periods affected. The Directors
believe that the consolidated financial statements reflect appropriate
judgements and estimates and provide a true and fair view of the Group's
performance and financial position. Refer to the 2025 Annual Report for
further detail on the judgements and estimates.

2.1  Segment reporting

The Group has three reportable segments which are reported in a manner that is
consistent with the internal reporting provided to the Chief Operating
Decision Maker on a regular basis to assist in making decisions on capital
allocated to each segment and to assess performance.

 

                                                                               Media             Production Solutions      Creative Solutions      Corporate and unallocable     Total           Discontinued operations ((1))     Continuing and discontinued operations

 Solutions

                                                                               2025     2024     2025         2024         2025        2024        2025           2024           2025    2024    2025             2024             2025                  2024

                                                                               £m       £m       £m           £m           £m          £m          £m             £m             £m      £m      £m               £m               £m                    £m

 Analysis of revenue from external customers

 Sales                                                                         108.5    132.7    62.2         70.7         47.1        57.3        -              -              217.8   260.7   0.5              2.9              218.3                 263.6

 Licence fees                                                                  -        -        2.2          3.5          -           -                                         2.2     3.5     -                -                2.2                   3.5

 Services                                                                      -        -        8.3          16.5         -           -           -              -              8.3     16.5    -                -                8.3                   16.5

 Total revenue from external customers                                         108.5    132.7    72.7         90.7         47.1        57.3        -              -              228.3   280.7   0.5              2.9              228.8                 283.6

 United Kingdom                                                                8.4      10.1     9.0          10.9         4.1         3.9         -              -              21.5    24.9    -                -                21.5                  24.9

 The rest of Europe                                                            40.6     44.6     13.8         25.1         8.1         10.5        -              -              62.5    80.2    0.4              1.0              62.9                  81.2

 North America                                                                 37.0     48.4     33.7         40.3         27.2        34.8        -              -              97.9    123.5   0.1              1.6              98.0                  125.1

 Asia Pacific                                                                  17.9     24.0     12.2         9.7          5.9         6.4         -              -              36.0    40.1    -                0.3              36.0                  40.4

 The rest of the World                                                         4.6      5.6      4.0          4.7          1.8         1.7         -              -              10.4    12.0    -                -                10.4                  12.0

 Total revenue from external customers, by location of customer                108.5    132.7    72.7         90.7         47.1        57.3        -              -              228.3   280.7   0.5              2.9              228.8                 283.6

 Inter-segment revenue                                                         2.2      0.3      1.4          1.8          -           0.2         (3.6)          (2.3)          -       -       -                -                -                     -

 Total revenue                                                                 110.7    133.0    74.1         92.5         47.1        57.5        (3.6)          (2.3)          228.3   280.7   0.5              2.9              228.8                 283.6

 Other income                                                                  3.9      -        0.4          0.9          3.6         -           -              -              7.9     0.9     -                -                7.9                   0.9

 Adjusted EBITDA ((2))                                                         11.2     12.8     1.6          13.6         7.5         6.9         (11.3)         (13.2)         9.0     20.1    -                -                9.0                   20.1
 Total depreciation and amortisation of                                        (8.3)    (9.4)    (6.4)        (6.6)        (3.9)       (3.8)       (0.1)          (0.2)          (18.7)  (20.1)  -                -                (18.7)                (20.1)

 purchased software and

 capitalised development costs
 Adjusted impairment of property, plant and equipment, purchased software and  -        (1.7)    (5.7)        (0.6)        -           (1.7)       -              -              (5.7)   (4.0)   -                -                (5.7)                 (4.0)
 capitalised development costs
 One-off charges                                                               -        (8.6)    -            (4.8)        -           (0.9)       -              -              -       (14.3)  -                -                -                     (14.3)
 Adjusted operating profit/(loss)                                              2.9      (6.9)    (10.5)       1.6          3.6         0.5         (11.4)         (13.4)         (15.4)  (18.2)  -                -                (15.4)                (18.2)

 

 Profit on disposal of net assets ((3))                                         3.9             -       -       -      -      -       -       3.9     -        -      -       3.9     -

 Amortisation of intangible assets that are acquired in a business combination  (3.2)   (3.5)   -       -       -      -      -       -       (3.2)   (3.5)    -      -       (3.2)   (3.5)

 Restructuring and other costs                                                  (1.8)   (6.0)   (1.6)   (1.7)   (0.3)  (0.3)  (0.4)   (3.3)   (4.1)   (11.3)   -      -       (4.1)   (11.3)

 Other adjusting items                                                          (2.5)   -       (1.3)   -       -      -      (5.2)   -       (9.0)   -        -      -       (9.0)   -

 Goodwill impairment                                                            -       (14.9)  -       (31.1)  -      -      -       -       -       (46.0)   -      -       -       (46.0)
 Acquired intangibles impairment                                                (22.9)  -       -       -       -      -      -       -       (22.9)  -        -      -       (22.9)  -
 JOBY inventory impairment (Inventory Provisions)                               (2.0)   -       -       -       -      -      -       -       (2.0)   -        -      -       (2.0)   -
 Inventory impairment                                                           (0.1)   (0.1)   -       -       -      -      -       -       (0.1)   (0.1)    -      -       (0.1)   (0.1)

 Cap dev costs impairment                                                       (0.1)   -       -       -       -      -      -       -       (0.1)   -        -      -       (0.1)   -
 E-commerce/digital marketing - impairment of capitalised software costs        (0.1)   (0.4)   -       -       -      -      -       -       (0.1)   (0.4)    -      -       (0.1)   (0.4)

 OWN fixed assets impairment e.g. office improvements                           (0.4)   (0.1)   -       (0.9)   -      -      -       -       (0.4)   (1.0)    -      -       (0.4)   (1.0)

 ROU fixed assets impairment e.g. lease building                                (0.5)   (1.3)   -       (2.2)   -      -      -       (0.3)   (0.5)   (3.8)    -      -       (0.5)   (3.8)

 Impairment of assets                                                           (26.1)  (16.8)  -       (34.2)  -      -      -       (0.3)   (26.1)  (51.3)   -      -       (26.1)  (51.3)

 Acquisition related charges                                                    -       (0.1)   -       (0.1)   -      -      -       -       -       (0.2)    -      -       -       (0.2)

 Adjusting items in operating profit/(loss)                                     (29.7)  (26.4)  (2.9)   (36.0)  (0.3)  (0.3)  (5.6)   (3.6)   (38.5)  (66.3)   -      -       (38.5)  (66.3)

 Operating (loss)/profit                                                        (26.8)  (33.3)  (13.4)  (34.4)  3.3    0.2    (17.0)  (17.0)  (53.9)  (84.5)   -      -       (53.9)  (84.5)

 Profit/(loss) from discontinued operations ((1))                               -       -       -       -       -      -      -       -       -       -        3.5    (12.0)  3.5     (12.0)

 Net finance income/(expense)                                                   (0.1)   (1.2)   -       -       0.2    (0.1)  (16.2)  (5.5)   (16.1)  (6.8)    (0.3)  (0.1)   (16.4)  (6.9)

 (Loss)/profit before tax                                                       (26.9)  (34.5)  (13.4)  (34.4)  3.5    0.1    (33.2)  (22.5)  (70.0)  (91.3)   3.2    (12.1)  (66.8)  (103.4)

 Taxation                                                                       -       -       -       -       -      -      -       -       (1.7)   (44.1)   (0.1)  0.5     (1.8)   (43.6)

 Loss/(profit) for the year                                                     (26.9)  (34.5)  (13.4)  (34.4)  3.5    0.1    (33.2)  (22.5)  (71.7)  (135.4)  3.1    (11.6)  (68.6)  (147.0)

 

 Segment assets                         117.0     167.2  57.3      69.7           37.6      41.4      3.1         1.1         215.0       279.4       -              -         215.0       279.4

 Unallocated assets

 Cash and cash equivalents              -         -      -         -              -         -         11.0        57.3        11.0        57.3        -              -         11.0        57.3

 Non-current tax assets                 -         -      -         -              -         -         -           -           -           -           -              -         -           -

 Current tax assets                     -         -      -         -              -         -         2.0         8.9         2.0         8.9         -              -         2.0         8.9

 Deferred tax assets                    -         -      -         -              -         -         0.8         0.7         0.8         0.7         -              -         0.8         0.7

 Total assets                           117.0     167.2  57.3      69.7           37.6      41.4      16.9        68.0        228.8       346.3       -              -         228.8       346.3

 Segment liabilities                    37.9      52.6   26.5      23.8           7.3       12.6      7.9         5.9         79.6        94.9        -              -         79.6        94.9

 Interest-bearing loans and borrowings  0.5       0.4    -         -              -         -         127.6       114.0       128.1       114.4       -              -         128.1       114.4

 Unallocated liabilities

 Bank overdrafts                        -         -      -         -              -         -         -           44.4        -           44.4        -              -         -           44.4

 Current tax liabilities                -         -      -         -              -         -         4.9         6.6         4.9         6.6         -              -         4.9         6.6

 Deferred tax liabilities               -         -      -         -              -         -         -           0.1         -           0.1         -              -         -           0.1

 Total liabilities                      38.4      53.0   26.5      23.8           7.3       12.6      140.4       171.0       212.6       260.4       -              -         212.6       260.4

 Non-current assets, by location

 United Kingdom                         5.9       7.4    8.7       14.4           -         -         0.1         0.1         14.7        21.9        -              -         14.7        21.9

 The rest of Europe                     24.9      24.9   0.2       0.2            -         -                     -           25.1        25.1        -              -         25.1        25.1

 North America                          38.5      74.0   2.8       4.3            20.0      20.7      -           -           61.3        99.0        -              -         61.3        99.0

 Asia Pacific                           0.5       0.7    0.1       0.6            -         -         -           -           0.6         1.3         -              -         0.6         1.3

 The rest of the World                  -         -      2.7       5.1            -         0.4       -           -           2.7         5.5         -              -         2.7         5.5

 Total non-current assets ((4))         69.8      107.0  14.5      24.6           20.0      21.1      0.1         0.1         104.4       152.8       -              -         104.4       152.8

 Cash flows from operating activities   9.6       16.9   (1.3)     11.2           6.4       6.7       (27.1)      (18.0)      (12.4)      16.8        (3.9)          (4.1)     (16.3)      12.7

 Cash flows from investing activities   (1.5)     (5.5)  (1.8)     (3.2)          (1.1)     (4.0)     1.0         0.2         (3.4)       (12.5)      (0.5)          (0.1)     (3.9)       (12.6)

 Cash flows from financing activities   (3.3)     (3.1)  (1.7)     (1.7)          (1.0)     (1.0)     24.1        13.1        18.1        7.3         (0.1)          (0.3)     18.0        7.0

 Capital expenditure

 Property, plant and equipment          5.6       3.5    1.5       4.2            0.1       0.1       -           -           7.2         7.8         -              0.1       7.2         7.9

 Software and development costs         1.2       2.1    0.6       1.6            3.1       3.9       -           -           4.9         7.6         -              -         4.9         7.6

 ((1)) See note 5 "Discontinued operations" and note 5.1 "Disposal of net
 assets and business".

 ((2)) See "Glossary of Alternative Performance Measures ("APMs") - Unaudited"

 ((3)) See note 5.1 "Disposal of net assets and business".

 ((4)) Non-current assets exclude employee benefit asset, derivative financial
 instruments and non-current tax assets.

 The Group's operations are located in several geographical locations, and sell
 products and services on to external customers throughout the world.

 One customer (2024: one) accounted for more than 10% of external revenue. The
 total revenue from this customer, which was recognised in all three continuing

 segments, was £34.0 million (2024: £41.2 million).

 

2.2  Adjusting items

The Group presents APMs in addition to its statutory results. These are
presented in accordance with the Guidelines on APMs issued by the European
Securities and Markets Authority ("ESMA").

APMs used by the Group and, where relevant, a reconciliation to statutory
measures are set out in note 6 "Glossary of Alternative Performance Measures".
Adjusting items are described below along with more detail of the specific
adjustment and the Group's rationale for the adjustment.

The Group's key performance measures, such as adjusted operating profit,
exclude adjusting items.

The following are the Group's principal adjusting items when determining
adjusted operating profit/(loss):

1)   Amortisation of acquired intangible assets:

2)   Amortisation of capitalised development costs:

3)   Restructuring and other costs

4)   Impairment of intangible assets

5)   Impairment of property, plant and equipment

6)   Impairment of inventory

7)   Acquisition related charges

 

These are not considered by the Group to be part of the normal operating costs
of the business.

 

                                                                                   2025    2024 ((1))

                                                                                   £m      £m

 Continuing operations

 Profit on disposal of net assets ((2))                                            3.9     -
 Amortisation of intangible assets that are acquired in a business combination     (3.2)   (3.5)
 Restructuring costs ((3))                                                         (4.1)   (11.3)
 Other adjusting items ((4))                                                       (9.0)   -
 Impairment of assets ((5))                                                        (26.1)  (51.3)
 Acquisition related charges ((6))                                                 -       (0.2)
 Adjusting items in operating loss from continuing operations                      (38.5)  (66.3)

 

((1)) On 9 April 2025 the Group sold its investment in the Amimon business,
which was part of the Creative solutions Division, and classified it a
discontinued operation. Accordingly, the operating loss of £12.0 million of
discontinued operations for the year ended 31 December 2024 has been
reclassified from an adjusting item of continuing operations to profit/(loss)
of discontinued operations. See note 5 "Discontinued operations" and note 5.1
"Disposal of net assets and business".

 

((2)) On 3 September 2025 the Group sold its consumer orientated JOBY brand,
which was previously included in the Media Solutions Division, for a gross
cash consideration of $6.0 million (£5.2 million). The disposal supports
Management's strategy to focus on core professional markets. A profit after
tax of £3.9 million, reported as an adjusting item from continuing
operations, arose on disposal after taking into account assets disposed of
£1.1 million and £0.2 million of transaction costs.

 

Post disposal of the JOBY Brand, management determined the triggering date for
impairment of the remaining inventory to be 31 October 2025, considering the
buyer has the ability to sell their products in the market. Accordingly, for
the month of November and December 2025, the associated gross loss on revenue
amounting to £0.8 million and the impairment of the remaining inventory and
other fixed assets amounting to £2.0 million and £0.2 million respectively,
are treated as adjusting items.

 

((3)) Restructuring costs of £4.1 million (2024: £11.3 million) relate
mainly to site rationalisation and other restructuring activities, of which
employee related charges are £3.8 million (2024: £8.2 million), site
rationalisation costs and corporate related initiatives £0.2 million (2024:
£1.6 million) and legal expenses of £0.1 million (2024: £1.0 million). As
at 31 December 2025, there is a provision of £2.5 million in relation to
restructuring activities.

 

Several Group wide restructuring projects were commissioned in 2025, with the
focus on site rationalisation to increase capacity utilisation together with
cost base realignment, to recognise the lower level of order demand and in
turn, revenue, the Group was experiencing. The projects resulted in a number
of employees leaving in 2025, for which costs are recognised in 2025. Future
employee related costs are recognised where an announcement of restructuring
activity in 2026 has been made prior to the end of 2025. There is an
expectation that there will be charges incurred in 2026, relating to these
projects as the restructuring activities complete. The following material
projects were approved in 2025:

 

In the Media Solutions Division, total employee related charges amount to
£2.0 million:

- The decision was made to transfer the assembly and manufacturing from the
Ashby De La Zouch site in the UK to Feltre, in Italy. The announcement was
made to employees in May 2025, with the transfer planned to complete in 2026.

- An announcement to close the operations in Australia in December 2025 was
made and to transition to an external distribution model, utilising third
party distributors.

- The operations in Asia saw the consolidation of locations, which resulted in
employee redundancies.

 

In the Production Solutions Division, total employee related charges amount to
£1.5 million:

- The decision was made to transfer the assembly and manufacturing from the
site in the Bury St Edmunds in the UK, to Feltre in Italy. The announcement
was made in 2025.

- There were redundancies announced at the Shelton site in the US, in 2025.

 

In the Creative Solutions Division, total employee related charges amount to
£0.3 million:

- There were redundancies announced in the US and UK, which resulted in
employees being made redundant in 2025.

 

((4)) In 2025, other adjusting items of £9.0 million (2024: £nil million)
relate mainly to:

- the costs that were not directly attributed but related to the unsuccessful
refinancing initiative of the existing multicurrency revolving credit facility
in the first half of 2025: £5.4 million; and

- legal and professional costs : £1.0 million.

- the remaining amounts relate to other items that are accounted for as
adjusting items in line with the group accounting policy, but are individually
not material to be discussed.

 

All of these costs do not reflect the true trading nature of the group and
meet the definition of adjusting items as per the Group accounting policy.

 

((5)) In connection with the above restructuring activity and the sale of JOBY
brand, an assessment of the recoverability of assets was conducted across the
Group. This resulted in total impairment charges of £26.1 million (2024:
£51.3 million), comprising acquired intangible assets: £22.9 million (2024:
£nil million), inventory: the net reliasable value of £2.1 million (2024:
£0.1 million), land and buildings: £0.6 million (2024: £4.6 million), other
fixed assets: £0.5 million (2024: £0.6 million), and goodwill: £nil million
(2024: £46.0
million).

 

An impairment charge of £0.6 million (2024: £4.6 million) was made to land
and buildings following restructuring and site rationalisation projects
announced within the Group, namely:

- £0.6 million (2024: £1.3 million) in the Media Solutions Division,
relating to the site in Feltre. Further impacts relate to the transfer of the
assembly and manufacturing from the Ashby De La Zouch site in the UK to Italy
and announcement of close of operations in Australia;

- £nil million (2024: £3.0 million) in the Production Solutions Division
following the decision to transfer assembly and manufacturing from the Bury St
Edmonds site to other group facilities; and

- £nil million (£2024: £0.3 million) within Corporate costs following the
exit of the Richmond-upon-Thames office.

 

In 2024, a goodwill impairment charge of £46.0 million (£14.9 million Media
Solutions CGU; £31.1 million Production Solutions CGU) was made to the
Consolidated Statement of Profit and
Loss.

 

((6)) In 2024, acquisition related charges of £0.2 million (Quasar: £0.1
million and AUDIX: £0.1 million) were for retention bonuses relating to
continued employment. There was no such charge in 2025, and no further charges
are expected in relation to these acquisitions.

 

 
 

 

 

 

 

2.3  Net finance expense

 

                                                                           2025    2024 (1)

                                                                           £m      £m

 Finance income

 Net currency translation gains                                            -       2.5

 Other interest income ((2))                                               0.6     0.6

 Interest income on net defined benefit pension scheme ((3))               0.2     0.2

                                                                           0.8     3.3

 Finance expense

 Interest expense on interest-bearing loans and borrowings ((3))           (15.5)  (10.1)

 Fair value gain on interest rate swaps designated as cash flow hedges     -       1.6

 Interest expense on net defined benefit pension scheme                    (0.1)   (0.1)

 Interest expense on lease liabilities                                     (1.3)   (1.5)

                                                                           (16.9)  (10.1)

 Net finance expense from continuing operations                            (16.1)  (6.8)

 Finance expense from discontinued operations ((4))                        (0.3)   (0.1)

 Net finance expense from continuing and discontinued operations           (16.4)  (6.9)

 

((1)) In 2024, finance expense of £0.1 million was reclassified from an
adjusting charge of continuing operations, to profit/(loss) for the year from
discontinued operations. This related to discount unwinding on the provision
for grant re-payments to the Israeli Innovation Authority ("IIA") in Amimon,
which was disposed on 9 April 2025.

((2)) Interest income mainly comprises £0.3 million (2024: £nil million) of
interest received on the ERC claims, £nil million (2024: £0.2 million)
relating to the EU State Aid investigation, and £0.2 million (2024: £0.2
million) of bank interest received. See note 2.4 "Tax".

((3)) Interest expense on interest-bearing loans and borrowings of £15.5
million (2024: £10.1 million) relates to interest expense of £11.2 million
(2024: £9.1 million) and loan fees of £4.3 million (2024: £1.0 million).

((4)) Finance expense from discontinued operations of £0.3 million (2024:
£0.1 million) relates to the unwinding of discount on the provision for grant
re-payments to the Israeli Innovation Authority ("IIA") in Amimon. This is
included within profit/(loss) for the year from discontinued operations. See
note 5 "Discontinued operations".

 

2.4  Tax

Income tax
 

 

The Group current tax charge of £1.7 million (2024: £0.7 million credit)
represents UK current tax charge of £nil million (2024: £0.6 million charge)
and £1.7 million charge (2024: £1.3 million credit) relating to overseas
tax.

The Group deferred tax charge of £0.1 million (2024: £44.3 million)
represents US deferred tax charge of £nil million (2024: £42.8 million), UK
deferred tax credit of £0.7 million (2024: £0.6 million credit) with £0.8
million charge (2024: £2.1 million) relating to non-US overseas tax.

 

 

 

 

Deferred Tax Assets

 

After offsetting deferred tax assets and liabilities that relate to taxes
levied by the same taxation authority on the same taxable fiscal unit, the net
deferred tax asset of £0.8 million as at 31 December 2025 comprised deferred
tax asset of £3.5 million and deferred tax liabilities of £2.7 million as
reported on the Balance Sheet.

 

2.5 Earnings per share

Earnings per share ("EPS") is the amount of post-tax profit/(loss)
attributable to each share.

Basic EPS is calculated on the profit/(loss) for the year divided by the
weighted average number of ordinary shares in issue during the year.

Diluted EPS is calculated on the profit/(loss) for the year divided by the
weighted average number of ordinary shares in issue during the year, but
adjusted for the effects of dilutive share options.

A negative basic EPS is not adjusted for the effects of dilutive share
options.

The adjusted EPS measure is calculated based on adjusted profit/(loss) and is
used by Management to set performance targets for employee incentives and to
assess performance of the businesses.

The calculation of basic, diluted and adjusted EPS is set out below:

                                                                                                                                                      2025    2024

                                                                                                                                                      £m      £m

 Loss after tax for the financial year from continuing operations                                                                                     (71.7)  (135.4)

 Add back adjusting items:

 Profit on disposal of business, net of tax                                                                                                           (3.9)   -

 Amortisation of intangible assets that are acquired in a business combination,                                                                       3.2     3.0
 net of tax

 Restructuring costs, net of tax                                                                                                                      (0.2)   7.1

 Other adjusting items, net of tax                                                                                                                    7.1

 Impairment of assets, net of tax                                                                                                                     26.1    45.7

 Acquisition related charges, net of tax                                                                                                              -       0.2

 Deferred tax asset derecognised                                                                                                                      10.6    62.5

 Add back adjusting items from continuing operations, all net of tax:                                                                                 42.9    118.5

 Adjusted loss after tax from continuing operations                                                                                                   (28.8)  (16.9)

 Loss after tax for the financial year from:

 Continuing operations                                                                                                                                (71.7)  (135.4)

 Discontinued operations                                                                                                                              3.1     (11.6)

 Loss for the financial year                                                                                                                          (68.6)  (147.0)

 Adjusted loss after tax for the financial year from:

 Continuing operations                                                                                                                                (28.8)  (16.9)

 Discontinued operations                                                                                                                              -       -

 Adjusted loss after tax for the financial year                                                                                                       (28.8)  (16.9)

 

                                     Weighted average number of shares '000      Adjusted earnings per share     Statutory earnings per share

                                     2025                  2024                  2025            2024            2025             2024

                                     Number                Number                Pounds          Pounds          Pounds           Pounds

 From continuing operations ((1))

 Basic ((3))                         504                   472                   (57.2)          (35.8)          (142.3)          (287.1)
 Dilutive ordinary shares            2                     2                     -               -               -                -
 Diluted                             506                   474                   (57.2)          (35.8)          (142.3)          (287.1)
 From discontinued operations ((2))

 Basic ((3))                         504                   471                   -               -               6.2              (24.6)

 Dilutive ordinary shares            2                     2                     -               -               -                -
 Diluted                             506                   474                   -               -               6.1              (24.6)
 From total operations ((1))

 Basic ((3))                         504                   471                   (57.2)          (35.8)          (136.1)          (311.7)
 Dilutive ordinary shares            2                     2                     -               -               -                -
 Diluted                             506                   474                   (57.2)          (35.8)          (136.1)          (311.7)

 

((1)) 2,000 (2024: 2,000) potential ordinary shares are antidilutive for both
adjusted earnings per share and statutory earnings per share.

((2)) Nil (2024: 2,000) potential ordinary shares are antidilutive for
statutory earnings per share.

((3)) In conjunction with the issue of equity on 30 March 2026, a capital
reorganisation comprising the Sub-division and the Consolidation of existing
equity shares occurred. Each Existing Ordinary Share of 20 pence nominal value
was sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal
value and 1 Deferred Share of 19.995 pence nominal value. Immediately
following the above, every 200 Intermediate Shares of 0.005 pence nominal were
consolidated into 1 Consolidated Share of 1 pence nominal value. See note 5.4
"Subsequent events".

Accordingly, as per IAS 33 "Earnings per share", the calculation of basic
earnings per share for both years, 2024 and 2025, has been adjusted
retrospectively, to reflect the change in the number of shares.

Had the capital reorganisation of 30 March 2026 not happened, the weighted
average number of basic ordinary shares would have been 100,773,407 (2024:
94,322.592). The adjusted earnings per share from continuing operations would
have been (28.6) pence (2024: (17.9) pence) while the statutory earnings per
share would have been (71.1) pence (2024: (143.5) pence).The adjusted earnings
per share from total operations would have been (28.6) pence (2024: (17.9)
pence) while the statutory earnings per share would have been (68.1) pence
(2024: (155.8) pence).

 

3.1 Intangible assets

Impairment tests for CGUs or groups of CGUs containing goodwill

In accordance with the requirements of IAS 36 "Impairment of Assets", goodwill
is allocated to the CGU groups, assessed to be the three segments of the
Group, which are expected to benefit from the combination and are identified
by the way goodwill is monitored for impairment. The Group's total
consolidated goodwill of £46.5 million at 31 December 2025 (£49.2 million at
31 December 2024) is allocated to: Media Solutions: £36.1 million (2024:
£38.1 million); Creative Solutions: £10.4 million (2024: £11.1 million);
and Production Solutions: £nil million (2024: £nil million). Goodwill
allocated to each cash generating unit or group of cash generating units is
assessed for impairment annually and whenever there is a specific indicator of
impairment.

 

                                                          Total    Goodwill    Acquired intangible assets    Software    Capitalised development costs
                                                          £m       £m          £m                            £m          £m

 Cost
 At 1 January 2024                                       269.0    95.2        98.1                          19.9        55.8
 Add back disposal group previously held for sale ((1))  19.1     -           -                             -           19.1
 Currency translation adjustments                        1.2      0.6         1.3                           (0.7)       -
 Additions                                               7.6      -           -                             0.3         7.3
 Disposals                                               (1.6)    -           -                             (0.9)       (0.7)
 At 31 December 2024 and 1 January 2025                  295.3    95.8        99.4                          18.6        81.5
 Currency translation adjustments                        (10.7)   (3.7)       (5.6)                         0.6         (2.0)
 Additions                                               4.9      -           -                             -           4.9
 Disposals                                               (21.2)   -           (1.9)                         -           (19.3)
 At 31 December 2025                                     268.3    92.1        91.9                          19.2        65.1

 Accumulated amortisation and impairment losses
 At 1 January 2024                                       116.4    0.4         65.2                          17.5        33.3
 Add back disposal group previously held for sale ((1))  13.6     -           -                             -           13.6
 Currency translation adjustments                        0.5      0.2         0.8                           (0.6)       0.1
 Amortisation in the year                                11.6     -           3.5                           0.7         7.4
 Impairment losses in the year ((2))                     55.1     46.0        -                             0.9         8.2
 Disposals                                               (1.6)    -           -                             (0.9)       (0.7)
 At 31 December 2024 and 1 January 2025                  195.6    46.6        69.5                          17.6        61.9
 Currency translation adjustments                        (6.3)    (1.0)       (4.1)                         0.5         (1.7)
 Amortisation in the year                                9.7      -           3.2                           0.3         6.2
 Impairment losses in the year ((2))                     25.3     -           22.9                          0.1         2.3
 Disposals                                               (20.2)   -           (1.1)                         -           (19.1)
 At 31 December 2025                                     204.1    45.6        90.4                          18.5        49.6

 Carrying amounts
 At 1 January 2024                                       152.6    94.8        32.9                          2.4         22.5
 At 31 December 2024 and 1 January 2025                  99.7     49.2        29.9                          1.0         19.6
 At 31 December 2025                                     64.2     46.5        1.5                           0.7         15.5

 

Outcome of the impairment review

The Group performed an impairment assessment as at 31 December 2025.
Management concluded that there remained sufficient headroom in Media
Solutions and Creative Solutions, and therefore no impairment was recognised
for these CGUs (2024: goodwill impairment charge of £14.9 million and £nil
million respectively). However, in relation to the Production Solutions CGU,
the assessment identified an impairment of £3.3 million. As the goodwill
attributable to this CGU was fully written down in 2024, the 2025 assessment
focused on the remaining assets within the CGU, following which the impairment
was allocated to other fixed assets. A detailed review was undertaken to
ensure that no impairment was allocated to assets whose recoverable amount
exceeded their net book value.

Acquired intangibles relating to AUDIX and Savage were fully impaired, £22.9
million, in 2025.

Other sensitivities

There are no reasonable changes to estimates that would lead to an impairment
for Media Solutions and Creative Solutions CGUs. For Production Solutions CGU,
a reduction in terminal operating profit margin by 100 bps results in an
additional impairment of £5.2 million.

 

The table below shows the sensitivity of the £3.3 million impairment charge
recognised in relation to Productions Solutions, to reasonable possible
changes in key assumptions.

 

                                Scenario 1 (+/-50bps)          Scenario 2 (+/-100bps)

 Discount rate                  (£1.5 million)/£1.6 million    (£2.8 million)/£3.4 million

 Terminal growth rate           £1.1 million/(£1.0 million)    £2.4 million/(£2.0 million)

 Terminal cash conversion rate  £0.2 million/(£0.2 million)    £0.5 million/(£0.5 million)

 

 

4.1  Analysis of net debt

The table below analyses the Group's components of net debt and their
movements in the period:

                                                            Interest- bearing            Leases  Liabilities from financing  Cash and cash equivalents ((2))  Total

loans and borrowings ((1))

sub-total

                                                            £m                           £m      £m                          £m                               £m

 Opening at 1 January 2024                                  (99.2)                       (34.0)  (133.2)                     4.7                              (128.5)

 Add back disposal group previously held for sale ((3))     -                            (0.3)   (0.3)                       -                                (0.3)

 Other cash flows                                           -                            -       -                           (0.4)                            (0.4)

 Repayments                                                 231.1                        6.1     237.2                       (237.2)                          -

 Borrowings                                                 (244.7)                      -       (244.7)                     244.7                            -

 Leases entered into during the year                        -                            (4.4)   (4.4)                       -                                (4.4)

 Leases - early termination                                 -                            0.8     0.8                         -                                0.8

 Fees incurred                                              1.2                          -       1.2                         -                                1.2

 Amortisation of fees                                       (0.6)                        -       (0.6)                       -                                (0.6)

 Foreign currency                                           (2.2)                        0.3     (1.9)                       1.1                              (0.8)

 Closing at 31 December 2024 and opening at 1 January 2025  (114.4)                      (31.5)  (145.9)                     12.9                             (133.0)
 Other cash flows                                           -                            -       -                           (12.5)                           (12.5)
 Business disposal ((4))                                    -                            0.4     0.4                         (0.5)                            (0.1)
 Repayments ((5))                                           13.0                         6.5     19.5                        (19.5)                           -
 Borrowings                                                 (30.3)                       -       (30.3)                      30.3                             -
 Leases entered into during the year                        -                            (4.5)   (4.5)                       -                                (4.5)
 Leases - early termination                                 -                            3.2     3.2                         -                                3.2
 Fees incurred                                              6.9                          -       6.9                         -                                6.9
 Amortisation of fees                                       (3.9)                        -       (3.9)                       -                                (3.9)
 Foreign currency                                           0.6                          0.7     1.3                         0.3                              1.6
 Closing at 31 December 2025                                (128.1)                      (25.2)  (153.3)                     11.0                             (142.3)

 

((1)) Interest bearing loans and borrowings include unamortised fees and
transaction costs of £4.3 million (2024: £1.3 million).

((2)) Cash and cash equivalents include bank overdrafts of £nil million
(2024: £44.4 million).

((3)) Lease liability of £0.3 million relating to the disposal group held for
sale in the Creative Solutions Division in 2023, was reclassified in December
2024 from discontinued to continuing operations. See note 5 "Discontinued
operations".

((4)) See note 5.1 "Disposal of net assets and business"

((5)) Total cash outflow for leases is £7.8 million (2024: £7.6 million) of
which £6.5 million (2024: £6.1 million) relates to principal lease
repayments and £1.3 million (2024: £1.5 million) to interest.

On 31 December 2025, the Group had a £146.1 million Revolving Credit Facility
("RCF") from four syndicate banks. This facility was reduced from £150.0
million following the receipt of the JOBY disposal proceeds in 2025. The RCF
was capped at £135.1 million, of which 98% was utilised by the Group as at 31
December 2025.

Subsequent to the end of 2024 the reset December covenant tests were met and
both the February and March covenants tests waived. On 28th April the Group
successfully negotiated amended covenants ("the Amended Covenants") through to
the end of the facility in August 2026. Leverage and interest cover was to be
tested only for December 2025, March 2026 and June 2026 with, at each test
date, leverage (net debt:EBITDA) to be no higher than 6x and interest cover
(EBITA:net interest) of at least 1x.

A trailing last twelve-month ("LTM") EBITDA covenant applied for two quarters,
with LTM EBITDA to be at least £5 million at the end of June 2025 and at
least £6 million at the end of September 2025. This was subsequently amended
to LTM EBITDA of at least £10 million at the end of October 2025. In
addition, throughout the remaining term of the RCF, a weekly tested minimum
liquidity covenant will be in place, starting at £7.5 million, before falling
to £5 million from 1st September 2025. Minimum liquidity has been defined as
cash at bank, net of overdrafts, plus available undrawn RCF up to the cap of
£139 million, after which lender consent is required. The Amended Covenants
were conditional on the Company raising at least £6 million in net proceeds
from a fully underwritten share placing. These and previous amendments to the
RCF also precluded the Board from declaring a dividend and restricted
factoring to £15 million. On 15 September 2025, Springing Security was
granted to the Lenders, with Videndum Group Limited a single point of the
enforcement.

Both the June and September 2025 LTM EBITDA covenants were met and all weekly
minimum liquidity covenant tests have also been met throughout 2025. The
October and December tests were waived.

On 30 March 2026, the Group completed refinancing its debt ("existing RCF").
The new Group facilities total £60.0 million:

- A three-year £31.5 million Senior Term Loan (tranche A);

- a two-year £13.5 million Senior Term Loan (tranche B); and

- a new three-year £15.0 million Super Senior Revolving Credit Facility.

From 31 March 2026 to 31 March 2028 monthly minimum liquidity¹ (defined as
cash at bank, net of overdrafts, plus available undrawn RCF), is to be £5.0
million. From 31 March 2028 to 31 March 2029 the net leverage and interest
covenants are set as follows:

 

 Test date                                       Net debt:        EBITA:

EBITDA
net interest

                                                 not higher than  not lower than

 March 2028                                      4.75x            1.25x

 June 2028                                       4.50x            1.50x

 September 2028                                  4.25x            1.75x

 December 2028 onwards                           4.25x            2.00x

 

((1)) Minimum liquidity tested monthly, looking back 3 weeks prior and the
following 13 weeks.

In January 2021, the Group received a EUR 0.7 million (£0.6 million) fixed
rate loan from the Italian Government in response to COVID-19. The loan
amortises bi-annually from June 2024 and will be fully repaid by December
2027. As at 31 December 2025, the outstanding balance was EUR 0.5million;
£0.5 million, and at 31 December 2024, EUR 0.5million; £0.4 million.

In July 2025, the group received an additional EUR 0.2 million (£0.2 million)
fixed rate loan from the Italian Government. No amount was in received in
2024. The loan amortises bi-annually from August 2027 and will be fully repaid
by February 2031. As at 31 December 2025, the outstanding balance was EUR 0.2
million (£0.2 million).

On 25 January 2024, the group entered into a new operating cash pooling
arrangement with HSBC which caused a change in presentation under IAS 32,
accordingly the balances as at 31 December 2024 were presented gross. Under
the new arrangement, the offset was allowed for net overdraft utilisation and
interest calculation purposes. On 31 October 2025 the cash pool arrangement
and overdraft with HSBC was cancelled. The Group's net cash position as at 31
December 2025 is £11.0 million (31 December 2024: £12.9 million).

 

5    Discontinued operations

On 31 December 2023 the Syrp business, which was part of the Media Solutions
Division, was abandoned and the business wound down in 2024.

In December 2024, the decision was made to no longer proceed with the disposal
of Amimon, part of the Creative Solutions Division, as no credible offers were
received at the time. Amimon, therefore, no longer met the IFRS 5 "Non-current
Assets Held for Sale and Discontinued Operations" definition of a disposal
group held for sale as at 31 December 2024, and as a result, was reclassified
from held for sale and discontinued operation, to continuing operations in
2024, where its results were disclosed as an adjusting item.

Subsequently, on 9 April 2025 the Group sold its investment in the Amimon
business, which rendered Amimon a discontinued business. Hence, 2024
comparatives have been reclassified from that of continuing operations to that
of discontinued operations. See note 5.1 "Disposal of net assets and
business".

The tables below shows the results of the discontinued operations which are
included within profit/(loss) for the year from discontinued operations in the
Consolidated Statement of Profit or Loss, and in the Consolidated Statement of
Cash Flows. The 2024 comparative loss after tax of £11.6 million has been
re-classified from that of continuing operations to that of discontinued
operations.

 

a)   Income Statement - discontinued operations

                                                                                 2025   2024

                                                                                 £m     £m

 Revenue                                                                         0.5    2.9

 Cost of sales                                                                   (0.1)  (0.7)

 Operating expenses                                                              (1.7)  (14.2)

 Operating loss                                                                  (1.3)  (12.0)

 Finance expense - unwinding of discount on the Israeli Innovation Authority     (0.3)  (0.1)
 ("IIA") grant

 Loss before tax                                                                 (1.6)  (12.1)

 Taxation                                                                        (0.1)  0.5

 Loss after tax from discontinued operations                                     (1.7)  (11.6)

 Profit on disposal of discontinued operation after tax                          4.8    -

 Profit/(loss) after tax from discontinued operations attributable to owners of  3.1    (11.6)
 parent

 

b)   Statement of Cash Flows - discontinued operations

                                                2025   2024

                                                £m     £m

 Net cash used in operating activities          (3.9)  (4.1)

 Net cash used in investing activities          (0.5)  (0.1)

 Net cash used in financing activities          (0.1)  (0.3)

 Net cash used in discontinued operations       (4.5)  (4.5)

 

5.1  Disposal of net assets and business

On 9 April 2025 the Group sold its investment in the Amimon business, which
was previously included in the Creative Solutions Division.

On 3 September 2025 the Group sold its consumer orientated JOBY brand, which
was previously included in the Media Solutions Division, for a gross cash
consideration of $6.0 million (£5.2 million). The sale is not a discontinued
operation as JOBY is not considered a major line of business. The disposal
supports Management's strategy to focus on core professional markets.

A summary of the gain on disposal is set out below:

                                                                              Total  Continuing operations  Discontinued operations

                                                                                     JOBY                   Amimon

                                                                              2025   2025                   2025

 Summary of profit on disposal of net assets/business                         £m     £m                     £m

 Consideration received, satisfied in cash                                    7.8    5.2                    2.6

 Cash disposed                                                                (0.5)  -                      (0.5)

 Net cash inflow                                                              7.3    5.2                    2.1

 Add (net assets)/net liabilities disposed ((1))                              (0.7)  (1.1)                  0.4

 Foreign exchange gain recycled within the profit on disposal                 2.4    -                      2.4

 Profit on disposal of business before transaction costs, after tax           9.0    4.1                    4.9

 Transaction costs                                                            (0.3)  (0.2)                  (0.1)

 Profit on disposal of net assets/business, after tax                         8.7    3.9                    4.8

 

 ((1))Net assets/(liabilities) disposed

 Brand names and brand intellectual property rights       1.0    1.0  -

 Plant and machinery                                      0.1    0.1  -

 Inventories                                              1.6    -    1.6

 Trade and other receivables                              1.0    -    1.0

 Trade and other payables                                 (2.6)  -    (2.6)

 Finance lease liabilities                                (0.4)  -    (0.4)

 Net assets/(liabilities) disposed                        0.7    1.1  (0.4)

 

5.3 Share capital

On 30 April 2025, the Company issued 9,412,663 new ordinary shares of 20.0
pence each for an offer price of 85.0 pence, generating gross proceeds of
£8.0 million. Expenses of £0.5 million were incurred and have been offset in
the share premium account resulting in net proceeds of £7.5 million.

5.4 Subsequent events

On 10 March 2026, the Company published a combined prospectus and circular
(the "Prospectus") detailing the Firm Placing and Placing and Open Offer to
raise gross proceeds of £85 million (the "Capital Raising") and the broader
Refinancing. The transaction was approved by the shareholders at the annual
general meeting held on 27 March 2026. Further details on the refinancing see
note 4.1. The costs directly associated with the refinancing will be offset
against the equity and loans respectively.

The key streams, along with the gross proceeds, are as
follows:

Capital reorganisation and Firm placement

On 30 March 2026, each Existing Ordinary Share of 20 pence nominal value was
sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal
value and 1 Deferred Share of 19.995 pence nominal value. Immediately
following the above, every 200 Intermediate Shares of 0.005 pence nominal were
consolidated into 1 Consolidated Share of 1 pence nominal value. Subsequently,
at a future stage, every Deferred share will be acquired at an aggregate value
of 1 pence and cancelled by the Company.

On the same day, after the capital reorganisation above, the Company issued
31,481,482 new ordinary shares for an offer price of 270 pence, generating
gross proceeds of £85 million. In conjunction with the issue of equity, a
capital reorganisation comprising the Sub-division and the Consolidation of
existing equity shares occurred.

Debt forgiveness

RCF debt of £15.8 million was written off and released by the previous
lenders. The write off will be recorded as an adjusting item in 2026, as a
gain on extinguishment through the profit and loss.

Debt for Equity Conversion

RCF debt of £23 million was equalised by Polus Capital in exchange for new
equity.

New credit facility

On going debt facilities of £60 million with Polus Capital as the main
lender, which includes an undrawn RCF facility of £15 million, and new credit
facilities of Term Loan A of £31.5 million and Term Loan B, £13.5
million.

The overall accounting impact of the above is an extinguishment of the
previous loan, with the balance of unamortised costs being accelerated upon
its extinguishment.

On 28 February 2026, a war commenced in the Gulf region. The Group is closely
monitoring the situation, although it is too early to determine the impact of
this on its business.

There were no other events after the Balance Sheet date that require
disclosure.

6    Glossary on Alternative Performance Measures ("APMs")

The Group believes that these APMs, which are not considered to be a
substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information and enable an alternative comparison of
performance over time.

The Group uses APMs to aid the comparability of information between reporting
periods and Divisions, by adjusting for certain items which impact upon IFRS
measures, to aid the user in understanding the activity taking place across
the Group's businesses. APMs are used by the Directors and Management for
performance analysis, planning, reporting and incentive purposes. Where
relevant, further information on specific APMs is provided in each section
below.

The APMs refer to continuing operations.

On 9 April 2025 the Group sold its investment in the Amimon business. As such,
2024 comparatives have been re-presented. See note 5 "Discontinued operations"
and note 5.1 "Disposal of net assets and business".

 

 APM                                                                     Closest equivalent IFRS measure     Definition and purpose

 Income Statement measures from continuing operations

 Adjusted revenue                                                        Revenue                             Calculated as gross profit before adjusting items.

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information)".

                            2025   2024

                                                                                                                                         £m     £m

                                                                                                             Revenue                     228.3  280.7

                                                                                                             Adjusting items in revenue  (0.6)  -

                                                                                                             Adjusted gross profit       227.7  280.7

 Adjusted gross profit                                                   Gross profit                        Calculated as gross profit before adjusting items.

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information)".

                                                                                                                                                    2025                         2024

                                                                                                                                                    £m                           £m

                                                                                                             Gross profit                           72.3                         92.3

                                                                                                             Adjusting items in revenue             (0.6)                        -

                                                                                                             Adjusting items in cost of sales       5.4                          1.0

                                                                                                             Adjusted gross profit                  77.1                         93.3

 Adjusted gross profit margin                                            None                                Calculated as adjusted gross profit divided by adjusted revenue.

 Adjusted other income                                                   Other income                        Calculated as other income before adjusting items.

                                                                                                             The table below shows a reconciliation:

                                                                                                             See note 2.1 "Loss before tax (including segmental information) - operating
                                                                                                             expenses".

                                       2025    2024

                                                                                                                                                    £m      £m

                                                                                                             Operating expenses                     134.1   177.7

                                                                                                             Adjusting items in operating expenses  (37.6)  (65.3)

                                                                                                             Adjusted operating expenses            96.5    112.4

 Adjusted operating expenses                                             Operating expenses                  Calculated as operating expenses before adjusting items.

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information) - operating
                                                                                                             expenses".

                                                                                                                                                    2025                         2024

                                                                                                                                                    £m                           £m

                                                                                                             Operating expenses                     134.1                        177.7

                                                                                                             Adjusting items in operating expenses  (37.6)                       (65.3)

                                                                                                             Adjusted operating expenses            96.5                         112.4

 Adjusted operating loss                                                 Loss before tax                     Calculated as loss before tax, before net finance expense, and before

                                   adjusting items. This is a key management incentive metric.

Adjusting items include non-cash charges such as amortisation of intangible
                                                                                                             assets that are acquired in a business combination and impairment of assets.
                                                                                                             Cash charges include items such as transaction costs, retention and deferred
                                                                                                             payments, and restructuring and other associated costs arising from
                                                                                                             significant strategy changes that are not considered by the Group to be part
                                                                                                             of the normal operating costs of the business

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                                                                                                                                                    2025                         2024

                                                                                                                                                    £m                           £m

                                                                                                             Loss before tax                        (70.0)                       (91.3)

                                                                                                             Net finance expense                    16.1                         6.8

                                                                                                             Adjusting items in operating loss      38.5                         66.3

                                                                                                             Adjusted operating loss                (15.4)                       (18.2)

 Adjusted operating loss margin                                          None                                Calculated as adjusted operating (loss)/profit divided by adjusted revenue.

                                   Progression in adjusted operating margin is an indicator of the Group's
                                                                                                             operating efficiency.

 Adjusted earnings before interest, tax, depreciation, amortisation and  Operating loss                      Calculated as adjusted operating loss before depreciation, amortisation, and
 impairment, and one-off charges ("Adjusted EBITDA")                                                         impairment of fixed assets, and one-off charges.

                                                                                                             One-off charges represent non-cash items, predominantly related to one-off
                                                                                                             inventory provision charges made in H2 2024

                                                                                                             See "Adjusted operating cash flow" below for a reconciliation.
 Adjusted EBITDA margin                                                  None                                Calculated as adjusted EBITDA divided by adjusted revenue.

 Adjusted loss before tax                                                Loss before tax                     Calculated as loss before tax, before adjusting items. This is a key

                                   management incentive metric and is a measure used within the Group's incentive
                                                                                                             plans as set out in the Remuneration report.

                                                                                                                                                    See
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 Adjusted (loss)/profit after tax                                        Loss after tax                      Calculated as (loss)/profit after tax before adjusting items.

                                                                                                             See Consolidated Income Statement and note 2.5 "Earnings per share" for a

                                   reconciliation.

 Adjusted basic earnings per share                                       Basic earnings per share            Calculated as adjusted profit after tax divided by the weighted average number

                                   of ordinary shares outstanding during the period. This is a key management
                                                                                                             incentive metric and is a measure used within the Group's incentive plans as
                                                                                                             set out in the Remuneration report.

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                                                                                                                                                    not
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                                                                                                                                                    2.5
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 Cash flow measures from continuing operations.

 Free cash flow                                                          Net cash from operating activities  Net cash from operating activities after proceeds from property, plant and

                                   equipment and software, purchase of property, plant and equipment, and
                                                                                                             purchase of software and payment of development costs. This measure reflects
                                                                                                             the cash generated in the period that is available to invest in accordance
                                                                                                             with the Group's capital allocation policy.

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Adjusted gross profit

 

Gross profit

 

Calculated as gross profit before adjusting items.

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information)".

 

 

 

 

 

 

 

2025

 

2024

 

 

 

 

 

 

 

£m

 

£m

 

 

 

 

 

Gross profit

 

72.3

 

92.3

 

 

 

 

 

Adjusting items in revenue

 

(0.6)

 

-

 

 

 

 

 

Adjusting items in cost of sales

 

5.4

 

1.0

 

 

 

 

 

Adjusted gross profit

 

77.1

 

93.3

 

Adjusted gross profit margin

 

None

 

Calculated as adjusted gross profit divided by adjusted revenue.

 

Adjusted other income

Other income

Calculated as other income before adjusting items.

 

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information) - operating
expenses".

 

                                        2025    2024

                                        £m      £m

 Operating expenses                     134.1   177.7

 Adjusting items in operating expenses  (37.6)  (65.3)

 Adjusted operating expenses            96.5    112.4

Adjusted operating expenses

 

Operating expenses

 

Calculated as operating expenses before adjusting items.

The table below shows a reconciliation:

See note 2.1 "Loss before tax (including segmental information) - operating
expenses".

 

 

 

 

 

 

 

2025

 

2024

 

 

 

 

 

 

 

£m

 

£m

 

 

 

 

 

Operating expenses

 

134.1

 

177.7

 

 

 

 

 

Adjusting items in operating expenses

 

(37.6)

 

(65.3)

 

 

 

 

 

Adjusted operating expenses

 

96.5

 

112.4

 

Adjusted operating loss

 

Loss before tax

 

Calculated as loss before tax, before net finance expense, and before
adjusting items. This is a key management incentive metric.

Adjusting items include non-cash charges such as amortisation of intangible
assets that are acquired in a business combination and impairment of assets.
Cash charges include items such as transaction costs, retention and deferred
payments, and restructuring and other associated costs arising from
significant strategy changes that are not considered by the Group to be part
of the normal operating costs of the business

 

The table below shows a reconciliation:

See note 2.2 "Adjusting items".

 

 

 

 

 

 

 

2025

 

2024

 

 

 

 

 

 

 

£m

 

£m

 

 

 

 

 

Loss before tax

 

(70.0)

 

(91.3)

 

 

 

 

 

Net finance expense

 

16.1

 

6.8

 

 

 

 

 

Adjusting items in operating loss

 

38.5

 

66.3

 

 

 

 

 

Adjusted operating loss

 

(15.4)

 

(18.2)

 

Adjusted operating loss margin

 

None

 

Calculated as adjusted operating (loss)/profit divided by adjusted revenue.
Progression in adjusted operating margin is an indicator of the Group's
operating efficiency.

 

Adjusted earnings before interest, tax, depreciation, amortisation and
impairment, and one-off charges ("Adjusted EBITDA")

Operating loss

Calculated as adjusted operating loss before depreciation, amortisation, and
impairment of fixed assets, and one-off charges.

 

One-off charges represent non-cash items, predominantly related to one-off
inventory provision charges made in H2 2024

 

See "Adjusted operating cash flow" below for a reconciliation.

Adjusted EBITDA margin

 

None

 

Calculated as adjusted EBITDA divided by adjusted revenue.

 

Adjusted loss before tax

 

Loss before tax

 

Calculated as loss before tax, before adjusting items. This is a key
management incentive metric and is a measure used within the Group's incentive
plans as set out in the Remuneration report.

 

See Consolidated Income Statement for a reconciliation.

 

Adjusted (loss)/profit after tax

 

Loss after tax

 

Calculated as (loss)/profit after tax before adjusting items.

 

 

 

 

 

See Consolidated Income Statement and note 2.5 "Earnings per share" for a
reconciliation.

 

Adjusted basic earnings per share

 

Basic earnings per share

 

Calculated as adjusted profit after tax divided by the weighted average number
of ordinary shares outstanding during the period. This is a key management
incentive metric and is a measure used within the Group's incentive plans as
set out in the Remuneration report.

 

See note 2.5 "Earnings per share" for a reconciliation.

 

Cash flow measures from continuing operations.

 

Free cash flow

 

Net cash from operating activities

 

Net cash from operating activities after proceeds from property, plant and
equipment and software, purchase of property, plant and equipment, and
purchase of software and payment of development costs. This measure reflects
the cash generated in the period that is available to invest in accordance
with the Group's capital allocation policy.

 

See "Adjusted operating cash flow" below for a reconciliation.

 

 

 Adjusted operating cash flow                               Net cash from operating activities  Free cash flow before payment of interest, tax, restructuring, integration and

                                   other costs, retention bonuses and transaction costs relating to the
                                                                                                acquisition of businesses, and before proceeds from sale of impaired
                                                                                                inventory. This is a measure of the cash generation and working capital
                                                                                                efficiency of the Group's operations.
                                                                                                                                                                                2025                         2024

                                                                                                                                                                                £m                           £m

                                                                                                Loss for the period from continuing operations                                  (71.7)                       (135.4)

                                                                                                Add back:

                                                                                                Taxation and net finance expense                                                17.8                         50.9

                                                                                                Adjusting items                                                                 38.5                         66.3

                                                                                                Adjusted operating loss                                                         (15.4)                       (18.2)

                                                                                                Depreciation                                                                    12.2                         12.7

                                                                                                Amortisation of purchased software and capitalised development costs            6.5                          7.3

                                                                                                Impairment of property, plant and equipment, and capitalised development costs  6.7                          4.3

                                                                                                Exclude impairment charges of fixed assets included in adjusting items          (1.0)                        (5.2)
                                                                                                One-off charges                                                                 -                            14.3
                                                                                                Adjusted EBITDA                                                                 9.0                          20.1

                                                                                                Decrease in adjusted trade working capital ((1))                                8.1                          7.8

                                                                                                (Increase)/decrease in adjusted non-trade working capital ((1))                 (0.4)                        2.2

                                                                                                Decrease in adjusted provisions ((1))                                           (1.6)                        (0.1)

                                                                                                Other:

                                                                                                - Net (gain)/loss on disposal of property, plant and equipment and software     (0.1)                        0.3

                                                                                                - Fair value losses on derivative financial instruments                         0.1                          0.1

                                                                                                - Foreign exchange (gains)/losses                                               (0.3)                        0.2

                                                                                                - Share-based payment charges                                                   2.3                          2.2

                                                                                                - Proceeds from sale of property, plant and equipment and software              0.3                          2.7

                                                                                                - Add back proceeds from property held for sale previously                      -                            (2.5)

                                                                                                Purchase of property, plant and equipment                                       (7.2)                        (7.8)

                                                                                                Purchase of software and payment of development costs                           (4.9)                        (7.6)

                                                                                                One off R&D expenditure                                                         -                            (1.0)
                                                                                                Adjusted operating cash flow                                                    5.3                          16.6

                                                                                                Interest paid                                                                   (19.1)                       (10.3)

                                                                                                Interest received                                                               0.6                          0.2

                                                                                                Tax received                                                                    2.7                          0.7

                                                                                                Proceeds from property held for sale previously                                 -                            2.5

                                                                                                Restructuring and other adjusting items                                         (12.8)                       (4.2)

                                                                                                Retention bonuses                                                               (0.1)                        (1.2)

                                                                                                Transaction costs relating to disposals                                         (0.2)                        -

                                                                                                Free cash outflow                                                               (23.6)                       4.3

                                                                                                Deduct interest received from financing activities                              (0.6)                        (0.2)

                                                                                                Proceeds from sale of property, plant and equipment and software                (0.3)                        (2.7)

                                                                                                Purchase of property, plant and equipment                                       7.2                          7.8

                                                                                                Purchase of software and payment of development costs                           4.9                          7.6

                                                                                                Net cash (used in)/from operating activities                                    (12.4)                       16.8

                                                                                                ( )

                                                                                                ((1)) See "Adjusted trade working capital movement" and "Adjusted non-trade
                                                                                                working capital movement" and "Adjusted provision movement" below for a
                                                                                                reconciliation.
 Decrease in adjusted trade working capital                 None                                The decrease in adjusted trade working capital includes movements in

                                   inventories, trade debtors and trade creditors, excluding movements relating
                                                                                                to adjusting items.
                                                                                                                                                                                2025                         2024

                                                                                                                                                                                £m                           £m

                                                                                                Decrease in inventories                                                         18.8                         12.5

                                                                                                (Increase)/decrease in trade receivables                                        (6.6)                        8.2

                                                                                                (Decrease)/increase in trade payables                                           (1.4)                        1.2

                                                                                                Decrease in trade working capital                                               10.8                         21.9

                                                                                                Discontinued operations                                                         0.7                          (0.7)

                                                                                                One-off other charges                                                           -                            (13.3)
                                                                                                Deduct inflows from adjustments for restructuring and other costs               (3.4)                        (0.1)

                                                                                                Decrease in adjusted trade working capital                                      8.1                          7.8

 (Increase)/decrease in adjusted non-trade working capital  None                                The (increase)/decrease in adjusted non-trade working capital includes

                                   movements in other debtors, other creditors and contract assets/liabilities,
                                                                                                excluding movements relating to adjusting items.

                                                                                                                                                                                2025                         2024

                                                                                                                                                                                £m                           £m

                                                                                                (Increase)/decrease in other receivables and contract assets                    (2.4)                        2.9

                                                                                                Increase/(decrease) in other payables and contract liabilities                  4.5                          (0.9)

                                                                                                (Increase)/decrease in non-trade working capital                                2.1                          2.0

                                                                                                Discontinued operations                                                         -                            (0.6)

                                                                                                Deduct inflows from adjustments for restructuring and other costs, transaction  (2.5)                        0.8

                                   costs relating to acquisition of businesses, and retention bonuses

                                                                                                (Increase)/decrease in adjusted non-trade working capital                       (0.4)                        2.2

 

 (Decrease)/increase in adjusted provisions  (Decrease)/increase in trade provisions  The decrease/(increase) in adjusted provisions excludes movements relating to

                                        adjusting items.

                                                                                                                                        2025                         2024

                                                                                                                                        £m                           £m

                                                                                      (Decrease)/increase in trade provisions           (7.6)                        6.3

                                                                                      Discontinued operations                           1.7                          0.2

                                                                                      Adjustments for restructuring costs               4.3                          (6.6)

                                                                                      Decrease in adjusted provisions                   (1.6)                        (0.1)

 Other measures from continuing operations, excluding previously discontinued
 operations.

 Return on capital employed (ROCE)           None                                     ROCE is calculated as annual adjusted operating profit for the last 12 months

                                        divided by the average total assets (excluding defined benefit pension asset
                                                                                      and deferred tax assets), current liabilities (excluding current
                                                                                      interest-bearing loans and borrowings), and non-current lease liabilities.

The average is based on the opening and closing of the 12-month period. See
                                                                                      "Five Year Summary".

                                                                                                                                        2025

                                                                                                                                        £m

                                                                                      Adjusted operating profit for the last 12 months  (15.4)

                                                                                      Capital employed at the beginning of the year     202.2

                                                                                      Capital employed at the end of the year           143.1

                                                                                      Average capital employed                          172.7

                                                                                      Adjusted ROCE %                                   (8.9)%

 Organic revenue                             None                                     Organic revenue is revenue from existing business, and not from new mergers

                                        and acquisitions.

 Organic adjusted operating profit           None                                     Organic adjusted operating profit is adjusted operating profit from existing

                                        business, and not from new mergers and acquisitions.

 Organic growth                              None                                     Organic growth is the growth achieved year-on-year from existing business, and

                                        not from new mergers and acquisitions.

 Constant currency                           None                                     Constant currency variances are derived by calculating the current year

                                        amounts at the applicable prior year foreign currency exchange rates,

                                                                                      excluding the effects of hedging in both years.

Revenue growth is represented on a constant currency basis as this best
                                                                                      represents the impact of volume and pricing on revenue growth.

 

 Organic revenue at constant currency  None  Calculated as organic revenue at constant currency.

The table below shows a reconciliation:

See "Consolidated Income Statement"
                                             See "Constant currency", "Organic revenue" and "Organic growth" above for

     definitions.

                                                                                                  2025

                                                                                                  £m

                                             2024 organic revenue                                 280.7

                                             2025 organic revenue                                 228.3

                                             Exclude effects of foreign currency exchange rates:

                                             Translational effects                                4.9

                                             Transactional effects                                1.9

                                             Organic revenue at constant currency                 235.1

                                             Organic growth at constant currency %                (16)%

 Cash conversion                       None  Calculated as adjusted operating cash flow divided by adjusted operating

     profit.

 

 

 

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