Picture of Zinc Media logo

ZIN Zinc Media News Story

0.000.00%
gb flag iconLast trade - 00:00
Consumer CyclicalsAdventurousMicro CapNeutral

REG - Zinc Media Group PLC - Results for the year ended 31 December 2025

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260416:nRSP6615Aa&default-theme=true

RNS Number : 6615A  Zinc Media Group PLC  16 April 2026

16 April 2026

 

 

Zinc Media Group plc

("Zinc" or the "Group")

 

Results for the year ended 31 December 2025

and

Notice of Annual General Meeting

 

 

Zinc Media Group plc (AIM: ZIN), the award-winning television and content
production group, is pleased to announce its audited results for the year
ended 31 December 2025 ("FY25").

 

The Group is pleased to report its results for the year ended 31 December 2025
(FY25) which represent the fifth consecutive year of growth in Adjusted
EBITDA, Operating Profit and PBT.

 

Mark Browning, CEO of Zinc Media Group, said:

 

"2025 was another high-water mark for Zinc, with revenue growing 28% to
£41.5m and adjusted EBITDA increasing 27% to £1.9m, marking our fifth
consecutive year of growth in EBITDA, operating profit and PBT.

This performance reflects continued delivery against our strategic priorities,
with strong growth across our IP portfolio, expansion into entertainment and
increasing scale in international markets, including 70% growth in the Middle
East.

We enter 2026 with good momentum, with £30m of revenue already secured or
highly advanced and a further £28m in pipeline, providing strong visibility
for the year ahead.

With a strengthened platform, a growing base of owned IP and a clear strategy
for organic and acquisitive growth, we are confident in delivering further
progress."

2025 Financial Highlights

 £m                               2025   2024   Movement
 Income Statement
 Continuing operations
 Revenue                          41.5   32.3   +9.2
 Gross Profit                     16.8   14.4   +2.4
 Gross Margin %                   40.5%  44.5%  (4%)
 Adjusted EBITDA(1)               1.9    1.5    +0.4
 Adjusted Operating Profit(2)     0.8    0.7    +0.1
 Adjusted Profit Before Tax(2)    0.4    0.3    +0.1

 Statement of financial position
 Cash                             3.5    6.3    (2.8)
 Net cash                         0.0    2.8    (2.8)

 

(1)   Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note
8) comprising share-based payment charges, gains on disposal of fixed assets,
reorganisation and restructuring costs, acquisition costs and contingent
consideration

(2)   Adjusted Operating Profit is defined as Operating Profit before
Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as
PBT before adjusting items and acquisition-related costs (amortisation and
interest on unwinding of intangible assets related to acquisitions).

 

•     Adjusted EBITDA increased 27% to £1.9m (FY24 £1.5m); with
Adjusted Operating Profit up 14% to £0.8m (FY24: £0.7m).

•     Revenue increased by 28% to £41.5m (FY24: £32.3m), reflecting
the strong performance across the Group portfolio:

o  Organic revenue (excluding revenues relating to Raw Cut), grew 16% to
£36.8m (FY24: £31.7m).

o  The Group's loyal customer base meant revenue quality remained very high
with 88% of revenue coming from existing customers.

o  The Group delivered £3m from the AI sector, which included an AI industry
trade event, an AI-powered TV commercial, and an AI-generated training film,
and will launch a technology innovation initiative in 2026 to drive new
business from digital, AI and emerging production technology.

•     FY25 strategic growth pillars all grew:

 

o  High margin IP revenues generated from programmes and format sales grew
53% to £2.7m (FY24: £1.8m).

o  The Group delivered £3.2m of revenues in TV Entertainment (FY24: nil).

o  Middle East revenue grew 70% to £8.5m (FY24: £5m). Total international
revenues from clients outside the UK grew to £18.5m, an increase of 20% on
prior year.

•     Gross margins were held at a market-leading level of 40.5% (FY24:
44.5%) reflecting the lower production margin on entertainment commissions but
not yet reflecting the potential for associated high margin IP income in
future years. The prior year also includes a high margin one-off contract.

•     The Group retained a robust balance sheet with cash of £3.5m at
31 December 2025 (FY24: £6.3m). The prior year's balance was higher due to
timing of cash advances and cash received from acquisitions and disposals.
Cash as at 1 April 2026 was £2.5m.

•     Excluding acquisition-related costs and other adjusting items, the
Adjusted Profit Before Tax has improved by £0.1m to a £0.4m profit. The
statutory loss before tax increased by £1.2m to £2.6m (FY24: £1.4m) with
acquisition adjustments of £1.5m and £0.2m of acquisition costs offsetting
the increase in EBITDA.

2025 Strategic and Operational Highlights

•     The Group continued to deliver successfully against its strategic
and organisational objectives including:

o  Centralising all its television labels into one streamlined structure.

o  The launch of Zinc Distribution in October 2025, to drive long term
high-margin revenue from global programme and format sales.

o  A successful transition to a new management team in The Edge following the
end of the earn-out period in June 2025, and with the Edge out-performing
acquisition expectations.

o  Achieving £0.7m annualised savings, exceeding the target of £0.5m set at
the start of the year.

o  The group established a permanent in-country presence in Saudi Arabia, and
launched a new company in Media City Qatar, to expand the Group's product
offering into TV and Live Events, building on 20 years of business experience
in the region.

FY26 Trading and Outlook

•     The Group is trading well with a total of £30m of revenue booked
or highly advanced for recognition in FY26. The prior year comparative of
£34m reflected a particularly strong Q1 in FY25.

•     The Group's pipeline is well-developed with a further £28m of
revenue in discussions, more than double the remaining market consensus
revenue for the year ahead.

 

•     Post the year-end, the Group has had a number of new business wins
which include the recommission of the BBC One quiz show The Celebrity Inner
Circle with Amanda Holden, where Zinc owns the programme and format rights.

•     The Group is targeting a further £1m of annualised savings in
FY26, with a full year impact in FY27.

•     The Group's strategic pillars present upside opportunity over the
medium term alongside new acquisitive opportunities supported by a highly
advanced pipeline of opportunities.

 

These factors provide the Board with confidence in delivering FY26 market
expectations.

The FY25 results are summarised in a short film and presentation on the Zinc
website here: zincmedia.com/investor-information/Full-Year-Results-2025/

 

 

Copies of the annual report and accounts

 

The annual report and accounts is available on the company's website at
www.zincmedia.com
(https://protect.checkpoint.com/v2/___http:/www.zincmedia.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpkZDFiNmI3N2NhOWU3YTEwMDllYjFlYmU0NGQyZjAxYzo2OjFhYjE6YmM4YTIwMTU5YWFjNjkxMzc2MWM5Mjg2YmY2ZDgxMmI4NGM1ZDFjNzU2NjdjNTFiZDI2MjAyNzgzMzNiZDRjYjpwOkY6Tg)
and a hard copy will be posted to those shareholders registered to receive
one.

 

Notice of annual general meeting

 

Accompanying the annual report and accounts is notice of the Group's 2026
annual general meeting (the "AGM"), which will take place at 10.00am on 1 June
2026 at Singer Capital Markets' offices at 1 Bartholomew Lane, London, EC2N
2AX.

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The Directors of the Company take responsibility for
this announcement.

 

For further information, please contact:

 

 Zinc Media Group plc                                   +44 (0) 20 7878 2311

 Mark Browning, CEO / Laura McGaughey, CFO

 www.zincmedia.com (http://www.zincmedia.com)

 Singer Capital Markets (Nominated Adviser and Broker)  +44 (0) 20 7496 3000

 James Moat / Jalini Kalaravy

 Yellow Jersey PR (Investor Relations)                       +44(0)7747 788 221

 Charles Goodwin / Annabelle Wills

 

 

About Zinc Media Group

Zinc Media Group plc is a premium television and content creation group. The
award-winning and critically acclaimed television labels comprise Atomic,
Brook Lapping, Electric Violet, Raw Cut, Rex, Red Sauce, Supercollider, Tern
Television, Tomas TV, along with Bumblebee Post-Production, and produce
programmes across a wide range of factual genres for UK and international
broadcasters.

Zinc Media Group's commercial content creation unit includes The Edge Picture
Company, one of the UK's largest brand film-making companies, and Zinc Audio,
specialising in podcasts and radio production.

 

For further information on Zinc Media, please visit www.zincmedia.com
(https://protect.checkpoint.com/v2/___http:/www.zincmedia.com___.bXQtcHJvZC1jcC1ldXcyLTE6bmV4dDE1OmM6bzpkZDFiNmI3N2NhOWU3YTEwMDllYjFlYmU0NGQyZjAxYzo2OjFhYjE6YmM4YTIwMTU5YWFjNjkxMzc2MWM5Mjg2YmY2ZDgxMmI4NGM1ZDFjNzU2NjdjNTFiZDI2MjAyNzgzMzNiZDRjYjpwOkY6Tg)

 

Chairman's Statement

The Group has delivered its strongest set of financial results, driven by
award-winning television and branded content in the face of many macro
headwinds. The business significantly outperformed its peer group, and the
wider market, reporting record revenue and profit levels.

The three strategic priorities announced in 2025 delivered strong organic
growth which has powered the Group to record levels of revenue, Adjusted
EBITDA and Adjusted PBT.  These growth pillars have been strengthened further
for FY26 underpinning our confidence they will drive enhanced organic growth.
The acquisition of Raw Cut, late in 2024, proved to be a highly profitable
acquisition delivering significantly ahead of acquisition expectations in its
first full year in the Group.  This follows the highly successful acquisition
of The Edge in 2022, demonstrating the Group's ability to source and integrate
accretive acquisitions into the Group platform.

The Group's ambition is to be a content creation company with turnover in
excess of £100m+ generating owned IP, powered by a Group platform. The
content creation economy is booming, and Zinc is evolving its products and
production expertise to serve these markets as they develop, focusing on
investment in organic growth and further strategic acquisitions.

The Group's content proposition is built on trust and quality, which applies
equally to production for brands, businesses, television channels, or
streamers.  We are trusted with exclusive access in the world for programmes
including the recently released Superpowers: China vs America for the BBC, or
access to UK police forces for our long running series Police Interceptors for
Channel 5. We are trusted to deliver global premium factual series such as our
$9m production Top Guns - The Next Generation for National Geographic, or
high-quality events such as Supercharged for G42. Our quality kitemark is
famous globally, as recognised through numerous awards including a BAFTA in
2025, winning Production Company of the Year at the New York Festival Film and
Television Awards for the third year running, and EVCOM Agency of The Year for
the first time ever, for The Edge.

The start of the new financial year has been strong, with the recommission of
the primetime quiz show, The Celebrity Inner Circle, hosted by Amanda Holden,
a returning series for National Geographic with Cars that Changed History, and
the release of our music biopic Wham! in China.  Forward bookings for the
current year are solid despite global conflict and economic uncertainty, and
our pipeline remains healthy. This is our fifth year of EBITDA profit growth
which continues to drive Adjusted PBT, supported by ongoing efficiency savings
as the group streamlines its portfolio of companies. The Group continues to
balance long term profit growth with further organic investment in new
markets, and we have a highly developed pipeline of acquisition prospects.

The Board would like to thank the exceptional Management team, employees and
freelancers for their professional and dedicated work, as well as our
shareholders for their support in what has been a year of record achievement
for the Group.

Christopher Satterthwaite CBE

Chairman, Zinc Media Group plc

15 April 2026

 

CEO's Review

2025 was another high-water mark for Zinc Media Group.  We grew our turnover
28% to over £41m and grew Adjusted EBITDA and Adjusted PBT for the fifth
consecutive year. We delivered growth from the three strategic pillars
announced in April 2025 while continuing to diversify our product base and
geographical footprint. We also further streamlined the Group delivering our
annualised savings plan.

 

The Group now comprises 12 businesses. In 2025 we operated across two
production areas: television production (Tern, Brook Lapping, Red Sauce, Raw
Cut, Supercollider, Rex, Tomos TV, Atomic Television, Electric Violet) and
content production for brands and businesses which is housed within The Edge
label. In October 2025 we launched Zinc Distribution which expands our
capability in selling Zinc-owned programme IP and format sales worldwide.
All businesses are supported by Bumblebee post-production and by the Group
platform of centralised services.

Increasing levels of Adjusted Operating Profit

The Group delivered £0.8m of Adjusted Operating Profit (FY24: £0.7m) and the
highest Adjusted PBT in over a decade, along with £1.9m of Adjusted EBITDA in
the reporting period. To put this in context, in 2020, at the start of the
Group's turnaround plan under current management, the Group reported an
Adjusted Operating Loss of £2.1m and an Adjusted EBITDA loss of £0.8m.

 

Organic and acquisitive revenue growth

Total organic revenue (excluding Raw Cut which was acquired in October 2024)
grew 16% to £36.8m (FY24 £31.7m).  This was driven by organic growth of 23%
in television to £24.2m. and content for brands and businesses through The
Edge, which grew 5% year on year, delivering £12.6m turnover.

During the first 3 years of Zinc's ownership The Edge's average revenues
increased by 33% versus the period pre-ownership during which its 3-year
trailing average revenue was under £9m p.a.

FY25 marked the first full year of Raw Cut Television in the Group, which has
production bases in London and Cardiff. Revenue and profit significantly
outperformed acquisition expectations, delivering £4.7m turnover.  The Group
has a strong track record in acquisitions with both Edge and Raw Cut
outperforming expectations.

 

UK broadcasters remain obliged by Ofcom to deliver a minimum number of
programme hours made within the four UK nations. The addition of Raw Cut makes
Zinc one of a small handful of producers with substantive production bases in
England, Wales, Scotland and Northern Ireland.

 

Acquisitions and investments will positively build the Group's IP and earnings
over time, but  have short term financial impacts, both on cash and P&L.
Acquisition liabilities have increased in FY25 due to Raw Cut outperforming
expectations, and  cash has reduced to £3.5m (FY24 £6.3m) as a result of
acquisition-related payments, investments and working capital movements. This
is covered in the CFO report in more detail.

 

 

 

Revenue quality and international diversification

 

The Group maintained its reputation for outstanding delivery quality during
the reporting period, with 88% of revenue being delivered from customers who
also commissioned from the Group in FY24.

 

The Group improved its geographical diversity, reducing its dependence on the
UK market, with revenue from outside the UK increasing by 20% to £18.5m.
Total international revenue accounted for 45% of turnover in the reporting
period.

 

Strategic pillars delivered excellent growth

The Group's 3 priority growth pillars delivered organic revenue growth in the
reporting period.

 

·      IP exploitation:  Intellectual Property (IP) revenues grew 53%
to £2.7m in the reporting period (FY24: £1.8m), driven by Raw Cut.  IP
revenues deliver 90% gross margin.

 

Zinc owns 4,100 hours of content across a broad spectrum of genres. The new
Zinc Distribution label  launched new YouTube channels and licensed its IP
for the creation of FAST (Free Ad-supported Streaming Television) channels.
This revenue is delivered at 100% margin. The Group expects digital revenues
to grow  substantially  in the period ahead as it invests in digitisation of
back catalgue and in new business opportunities

 

•     Entertainment: Expansion into entertainment genres grew revenue
£3.2m (FY24: nil).

 

Notable new business wins in the year included the Group's first entertainment
quiz commission The Inner Circle and The Celebrity Inner Circle with Amanda
Holden. The show performed well, and post period end has been recommissioned
for 2026. Race Against The Tide was another new factual entertainment
commission which is due to air in 2026 and has the potential to return in
2027.

 

•     Middle East expansion: Middle East revenues grew 70% to £8.5m.

 

Notable new business wins in the year included a multi-million pound
documentary for a global brand in Saudi Arabia, a TV Commercial featuring
David Beckham and Mo Farah for Qatar, and the Group's first multi-million
pound large scale event production, SuperCharged, in Abu Dhabi, partnering
with G42.

 

The Group is investing in its long-established businesses in Qatar and Saudi
Arabia establishing a permanent in country presence in KSA to support the next
phase of growth. In parallel, the Group launched a new company in partnership
with Media City Qatar, strengthening its regional footprint and enabling
access to funding for large-scale productions in-country. This mirrors the
support provided by Screen Scotland and Screen Northern Ireland to Nations
indies in the UK. This expansion also marks an evolution of the Group's
offering in the region, broadening from brand and TV Commercial production
into TV programmes and live events, and builds on more than 20 years of
activity in Qatar.

 

The Group has targeted £10m growth from these strategic pillars from their
FY25 base, by the end of 2029, which would translate into £4m incremental
EBITDA margin at the Group's current average margins.

 

Zinc platform: driving revenue, margins, AI innovation and operating leverage

The Group has invested in a common platform to support every business in the
portfolio. This platform of central services provides specialist management
expertise which would otherwise be unaffordable within any one label, in areas
including technology, marketing and PR, human resources, finance, commercial
strategy, distribution and post-production.  The platform allows
centralisation of common functions and infrastructure which helps maintain
gross margins, while enabling efficient resource sharing, reducing
duplication. It provides operational leverage as new companies join the Group
and differentiates Zinc as a compelling offer to acquisition targets. Platform
highlights include:

 

·      Strategic investment in Bumblebee Post-Production and
state-of-the-art filming equipment to support all production labels and
enhance margin performance, which helped deliver £450k of additional margin
in the delivery of the Top Guns project for Disney+/National Geographic. This
investment has resulted in a comprehensive and high-quality inventory,
alongside a growing reputation as a trusted equipment provider which now
presents external revenue generating opportunities.

 

·      The Group's investment in AI has enhanced operational
productivity and created new commercial opportunities primarily in two areas.
Firstly, productivity enhancement, where we have deployed AI-enabled tools to
accelerate workflows, particularly within post-production, including
transcription and editing. Secondly, generative AI, where we are developing
new content capabilities across both audio and visual formats. Innovation is
actively encouraged within a defined governance framework to ensure the
protection of intellectual property and adherence to copyright standards.

 

·      The Group's marketing and PR functions support all labels but
also serve as revenue-generating functions within the platform. By delivering
integrated marketing and publicity programmes for clients' projects, the Group
is extending its value proposition beyond production. This development
enhances margins, strengthens client relationships, and reinforces the
platform's role in driving operating leverage as the business scales.

Production highlights

2025 was another excellent year of programme and editorial highlights. The
Group delivered 243 hours of television production across 17 programme strands
(178 hours in 2024), alongside hundreds of hours of content for brands and
businesses.

Returning series are the backbone of a successful television company as they
underpin long term growth and investment. 13 series were commissioned in 2025
including 5 recommissions and 8 new series:

 

o  the 3rd series of travelogues with Rob Rinder and Rylan Clark: A Greek
Odyssey.

o  the 5th series of Sunday Morning Live for the BBC.

o  the 25(th) series of Police Interceptors, for Channel 5.

o  the latest contemporary history documentary from Brook Lapping:
Superpowers: America vs China, for the BBC.

o  Planes That Changed History: A ten-episode acquisition to National
Geographic (Zinc owns the IP), which has since been recommissioned as 'Cars
that Changed History'.

o  Street Cops Catching the Yobs: a Channel 5 series which has been
recommissioned for 2026.

o  The Infinite Explorer with Hannah Fry: Zinc also owns the IP for this
successful co-produced series between Zinc, National Geographic and Bloomberg.

o  Live Aid at 40 was series for the BBC and CNN to mark the 40th Anniversary
of the original BAND AID concert

o  Top Guns: The Next Generation was the Group's largest ever USA television
series worth $9m for National Geographic Channel. It is available on Disney+
outside the UK.

Alongside the commercially valuable returning series were reputational feature
documentaries and singles. While these do not span numerous years they build
considerable industry reputation, which often sees the commissioning channel
return year after year for further commissions.  In FY25 these included
Brexit for the BBC which included contributions from David Cameron, Boris
Johnson, Nigel Farage, and Gordon Brown, and Nick Cave's Veiled World for Sky.

 

There are currently 55 television programmes produced by Zinc companies
available to view in the UK, either on terrestrial channels, on-demand or via
subscription TV platforms. A full list of Zinc produced programmes currently
available to watch is on the Group's new website:
https://zincmedia.com/what-to-watch-on-tv/
(https://zincmedia.com/what-to-watch-on-tv/)

Along with recommissions and ratings, awards are one of the tangible ways the
group measures its promise of trust and quality programme making for channels
and clients.  The Edge was awarded EVCOM Agency of the Year for the first
time in its history, Rob & Rylan Series 1 was awarded a BAFTA TV Award for
Factual Entertainment and SuperCollider won its first awards at EVCOM, winning
2 golds, including Best Brand Communication Event and Best Innovation &
Technology.  Along with winning Production Company of the Year, the Group won
over 25 awards in FY25, underlining its claim as one of the worlds most
prestigious production groups.

 

FY26 Outlook, market and strategic initiatives

 

As at 1 April 2026 revenue secured and highly advanced for recognition in FY26
totals £30m. The prior year comparative of £34m reflected a particularly
strong Q1 in FY25, which included high value one-off productions such as Top
Guns, Wham! in China and Live Aid at 40.

The Group's pipeline remains strong with a further £28m of revenue in earlier
discussions, which is more than double the remaining market consensus revenue
for the year ahead. We also note stronger pipeline conversion in FY26 vs the
same time last year, with secured and highly advanced increasing by 50% since
February.

The Group has secured a number of significant high value commissions for FY26
which also span into FY27, which include:

 

o  The recommission of Police Interceptors, now series 26.

o  The second season recommission of The Celebrity Inner Circle with Amanda
Holden for BBC One.

o  A second series for National Geographic called, Cars that Changed History.

o  A major multi-million pound commission in Qatar.

 

 

There is also high confidence in 5 further television commissions over £1m
and two more multi-million pound Middle East productions to be delivered in
FY26.

 

While the current Iran conflict presents near-term uncertainty to H1, the
Group has seen continued resilience in client activity across its businesses
in Qatar and Saudi Arabia, with commercial discussions progressing, some large
commissions contracting and others at a highly advanced stage in the pipeline.

 

Strategic Growth Pillars

 

As the content market continues to evolve at pace, the Group is positioning
itself as a premium content creation company.  It will pursue screen-based
content production, invest in digital and the new creator economy, embrace AI
production opportunities and build IP, while continuing to maintain its core
product proposition in television and brand film production.

 

The three strategic growth pillars which helped drive FY25 performance will
evolve in FY26 as follows:

 

·      IP creation and monetisation: this will continue to include the
sale of traditional programme and format rights through Zinc Distribution
while expanding to include digital distribution through YouTube channels,
short form production, podcasts, events and third-party content
partnerships.  The Group assumes base case growth of a further £1.5m over
the next 3 years.

 

·      Geographical expansion:  this will continue to include genre
expansion in the Middle East into television production and event production
but will also include targeted expansion in to both the US and Europe through
incremental organic investments with the potential of acquisitions to
accelerate diversification into these markets. The base plan assumes Middle
East revenues grow by a further £5m over the next 3 years.

 

·      Genre (Product) diversification: the Group will continue its
focus on diversification into entertainment, while accelerating investment in
to event production, and AI. The base case assumes entertainment will grow by
a further £3.5m over the next 3 years. Zinc's entertainment pipeline
currently has £18m of potential at early-stage discussion.

 

 

Following encouraging organic growth during FY25 in these strategic growth
pillars the Group now believes there is an emerging upside opportunity which
could see accelerated growth for the Group:

 

·      IP:  By investing in digitising Zinc's entire back catalogue of
IP, investing in the creation of a digital first label focused on short form
content creation and the creator economy, and with investment in
direct-to-consumer content channels on YouTube and FAST channels, the Group
believes there is a further £1m of upside opportunity from IP exploitation.

 

·      Geographical expansion: The pipeline of opportunities in the
Middle East is encouraging and supports an upside opportunity of an additional
£12m over the next 3 years.  Incremental organic investment in the US market
would create potential additional upside, and the Group will explore this in
the year ahead.

 

·      Genre (Product) diversification:  Event production presents one
of the best upside opportunities within the Group's current portfolio of
businesses.  Incremental investment in additional resource and expertise
could open a further £5m of event production revenue in the UK and
internationally. Conversations are underway about a large event for FY27 which
aims to go into production in H2 FY26.

 

The combined upside opportunity created from investing in and expanding the 3
strategic growth pillars could drive the Group turnover to between
£65m-£70m, assuming current baseline growth remains as forecast.

 

 

UK television market

 

In UK television, the UK PSB network groups (comprising the BBC, ITV, Channel
4 and Channel 5) represent the largest addressable market, with Zinc producing
for all of them.

 

The total TV commissioning market for UK producers is worth approximately
£4bn 1  and UK Public Service Broadcasters (PSB's) account for approximately
half of this. Factual television spend (specialist factual, general factual
and factual entertainment), which is Zinc's core competence, presents an
addressable market of c.£850m.

 

 

AI and emerging technologies

 

Zinc is adopting AI across its operations, delivering benefits throughout the
Group's workflow. In creative development, AI is used to analyse market trends
and create compelling pitch materials more efficiently. During production, AI
enables the creation of dynamic graphics and complex sequences that would
previously have been cost-prohibitive. In post-production, AI enhances
archive and audio, as well as supporting voiceover where rights and
permissions are secured. Large volumes of production footage can now be
rapidly transcribed within a secure, closed LLM environment, enabling more
effective data interrogation, theme identification and shot
selection. Collectively, these capabilities reduce time and cost and support
margin resilience.

 

In addition to operational efficiencies, AI is generating new commercial
opportunities in both production and events. In 2025 Zinc secured business
worth £3m from the AI sector, which included an AI industry trade event, an
AI-powered TV commercial, and an AI-generated training film.  This underpins
the Group's view that the AI sector presents a greater opportunity for Zinc
than a threat.

 

 

One Zinc - creating efficiency savings

 

In FY25 all TV businesses combined under one management and one P&L.
Following the end of The Edge earn out, the Group will now operate all its
business under the 'One Zinc' model from FY26.  It will streamline financial
reporting into one single group P&L and operate under a streamlined senior
management team. Some changes have been enacted in Q1 2026, but further
efficiencies will be released during the year as part of the Group's £1m
annualised savings target which will have a full year impact in FY27.

 

Zinc has delivered steady profit growth over the last five years.  It has a
clear strategic plan for continued organic growth and a highly developed
pipeline of potentially accretive acquisitions.  The company is ambitious
about the content creation opportunities across all genres and territories
that lie ahead.

 

Mark Browning

Chief Executive Officer, Zinc Media Group plc

 

CFO's Report

 

 

 £m                               2025   2024   Movement
 Income Statement

 Revenue                          41.5   32.3   +9.2
 Gross Profit                     16.8   14.4   +2.4
 Gross Margin                     40.5%  44.5%  (4%)
 Adjusted EBITDA(2)               1.9    1.5    +0.4
 Adjusted Operating Profit(3)     0.8    0.7    +0.1
 Adjusted Profit Before Tax       0.4    0.3    +0.1

 Statement of financial position
 Cash                             3.5    6.3    (2.8)
 Net cash                         (0.0)  2.8    (2.8)

 

(1)   The numbers reported in this annual report are based on continuing
operations.

(2)   Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note
8) comprising share-based payment charges, gains on disposal of fixed assets,
reorganisation and restructuring costs, acquisition costs and contingent
consideration

(3)   Adjusted Operating Profit is defined as Operating Profit before
Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as
PBT before adjusting items and acquisition-related costs (amortisation and
interest on unwinding of intangible assets related to acquisitions).

 

Income statement

Revenue

The Group defines itself an international screen-based content production
business. It has intentionally diversified its revenue streams during recent
years to mitigate the inherent risk associated with winning business in one
sole territory or individual business line.  In FY25, 45% of revenues have
come from outside the UK up by 20% year on year (FY24: 48%), a number which we
expect to grow in future years.

Total revenue increased by 28% to £41.5m (FY24: £32.3m). The Group has
continued to grow organically and successfully diversify its revenue, with 16%
year on year organic revenue growth and the Edge continuing to outperform
expectations.  The Group has also benefited from a full year of Raw Cut TV
and Distribution.

The Group's full year result was in part due to a very strong start to FY25,
with a particularly high level of contracted business during Q1 off the back
of a busy end to FY24.

The value of individual commissions increased, with 7 productions during 2025
(whether TV or branded content) being greater than £1m.  The momentum
enabled us to report an exceptionally high level of revenue booked at H1
FY25.  H2 is normally the Group's strongest reporting period and FY26 is
expected to return to this revenue profile.

Content Production encompasses brand and corporate film production.
Revenue of £12.6m was up 5% year-on-year (FY24: £12.1m). This represents
another good year for The Edge and has demonstrated that it is able to sustain
and grow that level of revenue each year; the track record of revenue growth
provides confidence that it can sustain these levels and can continue to
perform well even through the latest Middle East conflict.

Gross margin and operating expenses

Group gross margins have been successfully sustained in FY25 at 40.5% (FY24:
44.5%), an impressive performance in a market where margins remain under
pressure. In the prior year, the margin was impacted by a one-off high margin
project in Content Production where £1.2m of revenue was recognised relating
to services the Group was paid for but was partially frustrated from
performing by the customer. Once this impact is stripped out the like for like
margin for FY24 is 42.4%.

The Group continues its strategy for growth by investing in new labels and
expanding into new genres, as well as focussing on production cost control to
sustain and grow its existing margin. A good example of this is The Celebrity
Inner Circle quiz, a returnable primetime quiz show, where Zinc owns the IP,
meaning revenues can be earned beyond the production period. The expansion of
Zinc's distribution business via the acquisition of Raw Cut in October FY24 is
also aimed at ensuring maximum value remains within the Group. Raw Cut has
outperformed expectations since acquisition, testament to a strong pipeline
and customer focus.  The Group integrates all acquisitions as early as
possible in their lifecycle, thus maximising synergies and benefiting from the
investment the group has made in its operating platform. The Group's previous
acquisition, the Edge, is now fully integrated and has continued to perform
beyond initial expectations.

Investing in acquisitions, new markets and new genres creates a lag in EBITDA
performance.  In-year investment in FY25 into long term new revenue growth
was £0.3m.

Adjusting items incurred during the year amounted to £2.5m (FY24: £1.1m),
which mainly comprised costs relating to acquisitions which were £0.2m (FY24:
£0.8m), in addition to a £1.5m increase (FY24: £0.1m decrease) in the fair
value of contingent consideration in relation to acquisitions, principally due
to Raw Cut's strong performance, and restructuring and other costs of £0.7m
(FY24: £0.3m).

Operating expenses excluding fair value adjustments have risen by £2.1m to
£17.4m (FY24: £15.3m).  This is largely reflective of the full year impact
on staff, development, property and administrative costs from the acquisition
of Raw Cut of £1.3m, and also includes  additional marketing and events
spend, and television development investment arising from new projects (such
as The Inner Circle or Top Guns), including related travel of £0.4m, plus
additional lease costs of £0.2m.

Adjusted EBITDA increased 27% to £1.9m (FY24: £1.5m) and Adjusted Operating
Profit increased to £0.8m (FY23: £0.7m), in line with market expectations
and the highest in recent history.

Finance costs are flat year on year at £0.5m.  There is a consistent level
of £0.3m pa of interest payable on the Group's long-term debt (FY24: £0.3m).

The statutory loss before tax increased by £1.2m to £2.6m (FY24: £1.4m).
This is largely driven by £1.5m of fair value adjustments related to
contingent consideration, acquisition related costs, and £0.2m acquisition
costs, offset by lower interest and share based charges. Excluding
acquisition-related costs and adjusting items the Adjusted Profit Before Tax
has improved by £0.1m to a £0.4m profit.

The below provides a reconciliation of Adjusted to Statutory reporting:

 £m                               2025   2024   Movement
 Income statement reconciliation
 Continuing operations
 Adjusted EBITDA(1)               1.9    1.5    +0.4
 Depreciation                     (1.1)  (0.9)  (0.2)
 Adjusted Operating Profit(2)     0.8    0.7    +0.1

 Amortisation                     (0.5)  (0.4)  (0.1)
 Acquisition-related costs        (1.7)  (0.8)  (0.9)
 Other adjusting items            (0.8)  (0.3)  (0.5)
 Finance Costs / Income           (0.4)  (0.5)  0.1

 Statutory loss before tax        (2.6)  (1.4)  (1.2)

 

(1)   Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note
8) comprising share-based payment charges, gains on disposal of fixed assets,
reorganisation and restructuring costs, acquisition costs and contingent
consideration

(2)   Adjusted Operating Profit is defined as Operating Profit before
Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as
PBT before adjusting items and acquisition-related costs (amortisation and
interest on unwinding of intangible assets related to acquisitions).

 

Earnings per share

Basic and diluted loss per share in FY25 was 10.36p (FY24: loss per share of
2.44p). These measures were calculated on the losses for the period
attributable to Zinc Media Group shareholders of £2.6m (FY24: loss of £0.6m)
divided by the weighted average number of shares in issue during the period
being 24,687,311 (FY24: 23,021,816).

Dividend

The Board has not recommended a dividend in respect of the year ended 31
December 2025 (FY24: £nil).

Statement of Financial Position

Assets

Cash (£m)

The cash balance at the end of December 2025 was £3.5m, which is a decrease
of £2.8m during the year, nonetheless the Group's cash position remains in
good health. The decrease is partly due to higher cash advances received  at
the end of FY24, due to much of our FY25 trading happening in early H1.  The
Group also received £1.2m from disposals and acquisitions during FY24 which
increased the level of cash at the end of FY24 and subsequently made
acquisition related payments during FY25. We have continued to focus on
working capital management and efficient use of our resources during the year
to manage the natural variability of production cashflows.

Trade and other receivables have remained stable at £6.4m (FY24: £6.2m),
with a continued strong track record of collecting debt quickly. This is an
area of focus as our client and revenue base continues to grow and evolve.

Equity and Liabilities

Total equity has reduced from £3.5m to £1.2m principally due to changes in
fair value of the contingent consideration of Raw Cut, which has continued to
perform strongly since acquisition.

Total liabilities decreased from £19.8m to £18.8m due in part to unwinding
of deferred consideration as well as to movements in working capital and
contract liabilities relating to timing of payments. The Group had an
outstanding balance on long-term debt of £3.5m at year-end (FY24: £3.5m).
The debt maturity date was extended in March 2025, through to 31 December
2027. The long-term debt holders are also major shareholders who own 37.9% of
the Group's shares.

Cashflows

The Group's cashflow from operations reduced by £0.5m in the year (FY24:
increase of £1.2m), mainly driven by changes in working capital and reduced
activity over the year-end versus the prior year, meaning lower advanced
payments from customers. The net movement in the year was a decrease in cash
of £2.7m (FY24: increase of £1.3m) after financing activity cash outflow and
finance costs of £0.8m (FY24: outflow of £0.8m) with net cash outflows used
in investing activities of £1.3m due to payment of consideration and
production capex investments. In FY24 there was cash generated from
investments of £1.2m due to the disposal of Zinc Communicate and the
acquisition of Raw Cut.  The cashflow movement, taking out the impact of FY24
and FY25 investments and disposals, shows a net cash outflow of £0.4m, even
before taking into account the effect of the high level of production cash
advances received before year-end FY24.

The financing activity cash outflow and finance costs of £0.8m comprise lease
payments of £0.5m mainly relating to the Group's offices (flat year on year)
and £0.3m of debt interest payments, principally related to interest on long
term debt.

Key Performance Indicators (KPIs)

In monitoring the performance of the business, the Executive Management team
uses the following KPIs:

·      Revenue growth, including revenue from repeat customers, number
of returning television series, revenue by territory and new business pipeline
strength

·      Profitability assessed by key measures including gross margins,
Adjusted EBITDA and Adjusted Operating Profit and Adjusted PBT

·      Cash generation and cash management

·      Performance and integration of acquisitions (for example profit
performance, use of platform and synergies)

·      Industry recognition for producing quality content

These KPIs have been reported on within the Strategic Report within the
Chairman, CEO and CFO's reports.

 

Laura McGaughey

Chief Financial Officer, Zinc Media Group plc

 

Consolidated Income Statement for the year ended 31 December 2025

 

                                           2025

                                                     2024
                                    Notes  £'000     £'000

 Continuing operations
 Revenue                            4      41,462    32,308
 Cost of sales                      5      (24,700)  (17,916)
 Gross profit                              16,762    14,392
 Operating expenses                 5      (18,947)  (15,270)
 Operating loss                            (2,185)   (878)
 Analysed as:
 Adjusted EBITDA                           1,853     1,510
 Depreciation                       5      (1,076)   (852)
 Amortisation                       5      (489)     (446)
 Adjusting items                    8      (2,473)   (1,090)
 Operating loss                            (2,185)   (878)
 Finance costs                      9      (461)     (528)
 Finance income                     9      15        26
 Loss before tax                           (2,631)   (1,380)
 Taxation credit                    10     82        834
 Loss from continuing operations           (2,549)   (546)
 Loss from discontinued operations  11     -         (2,953)
 Loss for the year                         (2,549)   (3,499)
 Attributable to:
 Equity holders                            (2,557)   (3,514)
 Non-controlling interest                  8         15
 Retained loss for the period              (2,549)   (3,499)

 Earnings per share
 From continuing operations:
 Basic                              12     (10.36)p  (2.44)p
 Diluted                            12     (10.36)p  (2.44)p

 From discontinued operations:
 Basic                              12     n/a       (12.83)p
 Diluted                            12     n/a       (12.83)p

 

The loss for the year attributable to equity holders from continuing
operations is £2,557,000 (2024: £561,000) and from discontinued operations
is £nil (2024: £2,953,000).

 

The accompanying principal accounting policies and notes form part of these
consolidated financial statements.

Consolidated Statement of Comprehensive Income for the year ended 31 December
2025

                                                                     2025     2024
                                                                     £'000    £'000

 Loss for the year and total comprehensive expense for the year      (2,549)  (3,499)
 Attributable to:
 Equity holders                                                      (2,557)  (3,514)
 Non-controlling interest                                            8        15
                                                                     (2,549)  (3,499)

 

Consolidated Statement of Financial Position as at

31 December 2025

 

                                                                  2025      2024
                                                            Note  £'000     £'000
 Assets
 Non-current
 Goodwill and intangible assets                             13    8,617     9,106
 Property, plant and equipment                              14    596       600
 Right-of-use assets                                        19    589       948
                                                                  9,802     10,654
 Current assets
 Inventories                                                15    94        139
 Trade and other receivables                                16    6,432     6,212
 Cash and cash equivalents                                  17    3,468     6,270
 Deferred tax                                               22    136       -
                                                                  10,130    12,621
 Total assets                                                     19,932    23,275

 Equity
 Called up share capital                                    24    31        30
 Share premium account                                      24    10,689    10,544
 Share-based payment reserve                                24    575       715
 Merger reserve                                             24    1,380     1,163
 Retained losses                                            24    (11,512)  (8,990)
 Total equity attributable to equity holders of the parent        1,163     3,462
 Non-controlling interests                                        14        18
 Total equity                                                     1,177     3,480

 Liabilities
 Non-current
 Borrowings                                                 20    3,455     -
 Lease liabilities                                          19    367       509
 Provisions                                                 23    171       171
 Trade and other payables                                   18    1,836     721
                                                                  5,829     1,401
 Current
 Trade and other payables                                   18    12,697    14,316
 Current tax liabilities                                          53        337
 Borrowings                                                 20    -         3,461
 Lease liabilities                                          19    176       280
                                                                  12,926    18,394
 Total liabilities                                                18,755    19,795
 Total equity and liabilities                                     19,932    23,275

 

The consolidated financial statements were authorised for issue and approved
by the Board on 15 April 2026 and are signed on its behalf by Laura McGaughey

 

 

The above consolidated statement of financial position should be read in
conjunction with the accompanying notes.

 

Company registration number:  SC075133

 

Consolidated Statement of Cashflows for the year ended

31 December 2025

 

                                                                       2025     2024
                                                                 Note  £'000    £'000
 Cashflows from operating activities
 Loss for the year before tax from continuing operations               (2,631)  (1,380)
 Loss for the year before tax from discontinued operations             -        (2,243)

 Adjustments for:
 Depreciation                                                    5     1,076    888
 Amortisation and impairment of intangibles                      5     489      456
 Finance costs                                                   9     461      344
 Finance income                                                  9     (15)     (26)
 Share-based payment charge                                      7     6        168
 Loss/(profit) on disposal of fixed assets                             15       13
 Loss on disposal of trade and assets                            11    -        1,098
 Fees paid in shares                                                   35       32
 Remeasurement of deferred and contingent consideration payable        1,526    117
 Remeasurement of lease liabilities                              19    -        24
                                                                       962      (509)
 (Increase)/decrease in inventories                                    45       (125)
 Decrease/(increase) in trade and other receivables                    (236)    2,971
 Decrease in trade and other payables                                  (1,253)  (1,132)
 Cash generated from operations                                        (482)    1,205
 Interest received                                                     15       26
 Interest paid                                                         (292)    (301)
 Tax paid                                                              (126)    (145)
 Net cashflows generated from operating activities                     (885)    785
 Investing activities
 Contingent acquisition consideration paid                             (770)    -
 Purchase of property, plant and equipment                       14    (538)    (186)
 Purchase of intangible assets                                   13    -        (20)
 Proceeds from disposal of tangible fixed asset                        7        -
 Acquisition of subsidiary net of cash acquired                        -        1,147
 Proceeds from disposal of trade and assets                      11    -        100
 Net cashflows generated from/(used in) investing activities           (1,301)  1,041
 Financing activities
 Principal elements of lease payments                                  (508)    (523)
 Dividends paid to NCI                                                 (12)     (18)
 Net cash flows used in financing activities                           (520)    (541)
 Net (decrease)/ increase in cash and cash equivalents                 (2,706)  1,285
 Translation differences                                               (96)     37
 Cash and cash equivalents at beginning of year                  17    6,270    4,948
 Cash and cash equivalents at year-end                                 3,468    6,270

                                                                 17

 

 

Consolidated Statement of Changes in Equity for the year ended 31 December
2025

                            Share                            Share    Share-    Merger   Retained  Total equity      Non-controlling     Total

                                                                      based                        attributable

                                                                      payment                      to equity

                                                                                                   holders of
                            capital                          premium  reserve   reserve  earnings  the parent        interest            equity
                            £'000                            £'000    £'000     £'000    £'000     £'000             £'000               £'000

 At 1 January 2024                                     28    9,546    547       1,163    (5,508)   5,776             21                  5,797
 Loss and total comprehensive expense for the year     -     -        -         -        (3,514)   (3,514)           15                  (3,499)
 Equity-settled share-based payments                   -     -        168       -        -         168               -                   168
 Consideration paid in shares                          2     998      -         -        -         1,000             -                   1,000
 Directors' remuneration paid in shares                -     -        -         -        32        32                -                   32
 Dividends paid                                        -     -        -         -        -         -                 (18)                (18)
 Total transactions with owners of the Company         2     998      168       -        (3,482)   (2,314)           (3)                 (2,317)
 At 31 December 2024                                   30    10,544   715       1,163    (8,990)   3,462             18                  3,480

 At 1 January 2025                                     30    10,544   715       1,163    (8,990)   3,462             18                  3,480
 Loss and total comprehensive expense for the year     -     -        -         -        (2,557)   (2,557)           8                   (2,549)
 Equity-settled share-based payments                   1     145      (140)     -        -         6                 -                   6
 Consideration paid in shares                          -     -        -         217      -         217               -                   217
 Directors' remuneration paid in shares                -     -        -         -        35        35                -                   35
 Dividends paid                                        -     -        -         -        -         -                 (12)                (12)
 Total transactions with owners of the Company         1     145      (140)     217      (2,522)   (2,299)           (4)                 (2,303)
 At 31 December 2025                                   31    10,689   575       1,380    (11,512)  1,163             14                  1,177

Notes to the Consolidated Financial Statements

 

1.   GENERAL INFORMATION

 

Zinc Media Group plc and its subsidiaries ("the Group") produce high quality
television and cross-platform content.

 

Zinc Media Group plc is the Group's ultimate parent and is a public listed
company incorporated in Scotland.  The address of its registered office is
4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN. Its shares are
traded on the AIM Market of the London Stock Exchange plc (LSE: ZIN).

 

The financial statements are presented in sterling (£), rounded to the
nearest thousand.

 

2.   BASIS OF PREPARATION

 

The financial statements of the Group have been prepared in accordance with
UK-adopted-International Accounting Standards. The financial statements have
been prepared primarily under the historical cost convention, with the
exception of deferred and contingent consideration measured at fair value.
Areas where other bases are applied are identified in the accounting policies
below.

 

The Group's accounting policies have been applied consistently throughout the
Group to all the periods presented, unless otherwise stated.

 

2.1) Going concern

 

The financial statements have been prepared on a going concern basis, which
assumes that the Group will be able to meet its liabilities as they fall due
for a period of at least 12 months from the date of signing of the financial
statements. The Group is dependent for its working capital requirements on
cash generated from operations, cash holdings, an overdraft facility,
long-term debt and from equity markets.

 

The Directors believe the Group has sufficient cash resources. As at 31
December 2025 the cash holdings of the Group were £3.5m and net cash was
zero. The Group has an overdraft facility of £1.2m available.

 

The Directors believe the Group has strong shareholder support with a stable
shareholder base over time, he long-term debt holders, who are also major
shareholders with 37.9% of the Group's shares, having agreed in Q1 2025 to
extend the repayment date of the Group's long-term debt from December 2025 to
December 2027.

 

There are several factors which could materially affect the Group's cashflows,
including the underlying performance of the business and uncertainty regarding
the timing of receipts from customers. The Directors have prepared scenario
plans. The main variable is the run rate of new business. Whilst the sales
pipeline is healthy the timing of new sales is hard to predict. The scenarios
include a 10% decrease on new business compared to Budget for the whole year
or Rest of World receipts being delayed by a month over each quarter. The
Directors have reviewed Management's forecasts and scenarios under which
cashflows may vary, including mitigating actions if required, and remain
confident that the Group will have sufficient cash resources for a period of
at least 12 months from issuing the financial statements in these scenarios.

 

In light of the forecasts, the support provided by shareholders in recent
years and mitigating measures available to be used if needed, the Directors
believe that the going concern basis upon which the financial statements have
been prepared is reasonable.

 

2.2) Basis of consolidation

 

The consolidated financial statements comprise the financial statements of the
Group and its subsidiaries as at 31 December 2025. Control is achieved when
the Group is exposed, or has rights, to variable returns from its involvement
with the investee and has the ability to affect those returns through its
power over the investee. Generally, there is a presumption that a majority of
voting rights results in control. To support this presumption and when the
Group has less than a majority of the voting or similar rights of an investee,
the Group considers all relevant facts and circumstances in assessing whether
it has power over an investee.

 

Consolidation of a subsidiary begins when the Group obtains control over the
subsidiary and ceases when the Group loses control of the subsidiary. Assets,
liabilities, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated financial statements from the
date the Group gains control until the date the Group ceases to control the
subsidiary.

 

All intra-Group assets and liabilities, equity, income, expenses and cashflows
relating to transactions between members of the Group are eliminated in full
on consolidation.

 

Non-controlling interests ("NCI") represents the share of non-wholly owned
subsidiaries' net assets that are not directly attributable to the
shareholders of the Group.

 

2.3) Adoption of new and revised standards

 

The following pronouncements were effective from 1 January 2025:

 

Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates - Lack
of Exchangeability (effective 1 January 2025);

 

 

The following new standards, amendments and interpretations have not yet been
adopted:

 

·      IFRS9/IFRS 7 - Amendments to the Classification and Measurement
of Financial Instruments (effective 1 January 2026);

·      Annual Improvements to IFRS Accounting Standards-Volume 11
(effective 1 January 2026);

·      IFRS 18 - Presentation and disclosure in Financial Statements
(effective 1 January 2027); and

·      IFRS19 - Subsidiaries without public Accountability: Disclosures
(effective 1 January 2027).

Management does not believe that any of these will have a material impact on
the Group.

 

 

3) ACCOUNTING POLICIES

 

3.1) Revenue

 

The Group recognises revenue in accordance with IFRS 15 Revenue from Contracts
with Customers.

Revenue is recognised to depict the transfer of promised goods or services to
customers at an amount that reflects the consideration to which the Group
expects to be entitled in exchange for those goods or services.

The Group applies the five-step model under IFRS 15:

 

1.   identify the contract with the customer;

2.   identify the performance obligations in the contract;

3.   determine the transaction price;

4.   allocate the transaction price to the performance obligations in the
contract; and

5.   recognise revenue when (or as) the entity satisfies a performance
obligation.

 

Revenue is measured at the fair value of the consideration received or
receivable and represents amounts receivable for services provided in the
normal course of business, net of discounts and sales related taxes.

Revenue is recognised when it is probable that the economic benefits
associated with the transaction will flow to the Group, the amount of revenue
can be measured reliably, the related costs incurred or to be incurred can be
measured reliably, and when the Group has satisfied the related performance
obligation.

 

Where productions are in progress at the year-end:

 

-     Contract assets arise where revenue recognised exceeds amounts
invoiced; and

-     Contract liabilities arise where amounts invoiced exceed revenue
recognised.

The contract asset is transferred to receivables when the entitlement to
payment becomes unconditional. Where it is anticipated that a production will
make a loss, the anticipated loss is provided for in full.

The accounting policies specific to the Group's key operating revenue
categories are outlined below:

 

TV production revenue

 

Production revenue from contracts with broadcasters comprises work carried out
to produce film and audio content.  Contracts to produce TV programmes
include broadcaster licence fees. These are combined performance obligations
because the production and licence are indistinct, and the licence is not the
primary or dominant component of the combined performance obligation.

 

The Group considers the combined performance obligation to be satisfied over
time as it does not create an asset with an alternative use at contract
inception and the Group has an enforceable right to payment for performance
completed to date.

 

In accordance with IFRS 15, the Group assesses the most appropriate method to
measure progress. For both TV Production and content production, the Group
applies the cost-to-cost method, with progress measured by reference to costs
incurred compared to the agreed budget.

 

Only costs that faithfully depict the performance are included in measuring
progress.

-     For TV Production, this is determined to be external costs incurred.
Progress is reviewed regularly and changes in expected total costs are
accounted for prospectively.

-     For Content Production, this is determined to be a combination of
both internal and external costs incurred. Progress is reviewed regularly and
changes in expected total costs are accounted for prospectively.

Production accruals represent costs incurred for which supplier invoices have
not yet been received at the reporting date. These are recognised to ensure
that all costs incurred are matched with the stage of completion of each
project. Accrued costs are included within trade and other payables and are
released when invoices are received.

 

 

TV distribution revenue

 

Distribution revenue comprises sums receivable from the exploitation of
programmes in which the Company owns rights and is received as advances and
royalties.

 

Advances are fixed sums receivable at the beginning of exploitation that are
not dependent on the sales performance of the programme.  They are recognised
when all the following criteria have been met:

 

i)    an agreement has been executed by both parties; and

ii)    the programme has been delivered; and

iii)   the licence period has begun.

 

Royalty revenue is dependent on the sales performance of the programme and is
recognised when royalty amounts are confirmed.

 

 

3.2) Property, plant and equipment

 

Property, plant and equipment are stated at cost net of depreciation and any
provision for impairment.

 

Depreciation is calculated to write down the cost less estimated residual
value of all property, plant and equipment by equal annual instalments over
their expected useful lives. The rates generally applicable are:

 

Leasehold premises                   Between 1 and 5 years

Office equipment                       10%-20% on cost

Computer equipment                 20%-33% on cost

Motor vehicles                            25% on cost

 

Useful economic lives are reviewed annually. Depreciation is charged on all
additions to, or disposals of, depreciating assets in the year of purchase or
disposal. Any impairment in values is charged to the income statement.

 

3.3) Intangible assets

 

Business combinations are accounted for by applying the acquisition method.
Goodwill represents the difference between the cost of the acquisition and the
fair value of the net identifiable assets acquired. Identifiable intangibles
are those which can be sold separately, or which arise from legal rights
regardless of whether those rights are separable.

 

Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash-generating units and is not amortised but tested annually
for impairment.

 

Goodwill arising on acquisitions is attributable to operational synergies and
earnings potential expected to be realised over the longer term.

 

The intangible assets other than goodwill are in respect of the customer
relationships, brand and distribution catalogue acquired in respect of the
acquisition of The Edge, Tern Television Productions and Raw Cut Ventures
Limited ("Raw Cut") and in each case, are amortised over the expected life of
the earnings associated with the asset acquired.

 

Brands, customer
relationships
Over 5 - 10 years

Distribution catalogue
                           Over 5 years

Order book
                                    Over 4 years

Software
                                        Over 2 years

 

Brands and customer relationships relate to the acquisition of Tern Television
Productions, The Edge and Raw Cut. They are amortised over a period of five to
ten years. At 31 December 2025 there was nil remaining useful life for Tern
Television Productions, under eight years for The Edge and four to nine years
for Raw Cut (2024: nil years remaining for Tern Television Productions, under
nine years for The Edge and five to ten years for Raw Cut).

 

The distribution catalogue intangible asset on the acquisition of Tern
Television Productions was amortised over five years and as at 31 December
2025 the remaining useful life was nil (2024: nil).  It is amortised over
five years for Raw Cut with under four years remaining (2024: under five years
remaining)

 

The order book intangible asset on the acquisition of Raw Cut is amortised
over four years with under three years remaining (2024: under four years).

 

The software relates to a finance system that is used across the Group and
website improvements.

 

3.4) Leased assets

 

For any new contracts the Group considers whether a contract is, or contains,
a lease. A lease is defined as 'a contract, or part of a contract, that
conveys the right to use an asset (the underlying asset) for a period of time
in exchange for consideration'. To apply this definition the Group assesses
whether the contract meets three key evaluations which are whether:

 

·      the contract contains an identified asset, which is either
explicitly identified in the contract or implicitly specified by being
identified at the time the asset is made available to the Group; and

 

·      the Group has the right to obtain substantially all the economic
benefits from use of the identified asset throughout the period of use,
considering its rights within the defined scope of the contract; and

 

·      the Group has the right to direct the use of the identified asset
throughout the period of use. The Group assesses whether it has the right to
direct 'how and for what purpose' the asset is used throughout the period of
use.

 

At lease commencement date, the Group recognises a right-of-use asset and a
lease liability on the balance sheet. The right-of-use asset is measured at
cost, which is made up of the initial measurement of the lease liability, any
initial direct costs incurred by the Group, an estimate of any costs to
dismantle and remove the asset at the end of the lease, and any lease payments
made in advance of the lease commencement date (net of any incentives
received).

 

The Group depreciates the right-of-use assets on a straight-line basis from
the lease commencement date to the earlier of the end of the useful life of
the right-of-use asset or the end of the lease term. The Group also assesses
the right-of-use asset for impairment when such indicators exist.

 

At the commencement date, the Group measures the lease liability at the
present value of the lease payments unpaid at that date, discounted using the
interest rate implicit in the lease if that rate is readily available or the
Group's incremental borrowing rate.

 

Lease payments included in the measurement of the lease liability are made up
of fixed payments, variable payments based on an index or rate, amounts
expected to be payable under a residual value guarantee and payments arising
from options reasonably certain to be exercised.

 

Subsequent to initial measurement, the liability will be reduced for payments
made and increased for interest. It is remeasured to reflect any reassessment
or modification.

 

When the lease liability is remeasured, the corresponding adjustment is
reflected in the right-of-use asset, or income statement if the right-of-use
is already reduced to zero. The Group has elected to account for short-term
leases and leases of low-value assets using the practical expedients. Instead
of recognising a right-of-use asset and lease liability, the payments in
relation to these are recognised as an expense in the income statement on a
straight-line basis over the lease term.

 

3.5) Inventories

 

Inventories comprise:

 

·      cumulative costs incurred in relation to unpublished titles or
events, less provision for future losses, and are valued based on direct costs
plus attributable overheads based on a normal level of activity; no element of
profit is included in the valuation of inventories; and

·      inventories comprise costs of unsold publishing stock and costs
on projects that are incomplete at the year-end less any amounts recognised as
cost of sales.

 

3.6) Impairment of assets

 

For the purposes of assessing impairment, non-financial assets are grouped at
the lowest levels for which there are separately identifiable cashflows
(cash-generating units). As a result, some assets are tested individually for
impairment, and some are tested at the cash-generating unit level.

 

Goodwill is allocated to those cash generating units that are expected to
benefit from the synergies of the related business combination and represent
the lowest level within the Group at which Management monitors the related
cashflows. Goodwill and other individual assets or cash-generating units are
tested for impairment annually or whenever events/changes in circumstances
indicate that the carrying amount may not be recoverable.

 

An impairment loss is recognised for the amount by which the assets or
cash-generating unit's carrying amount exceeds its recoverable amount. The
recoverable amount is the higher of fair value, reflecting market conditions
less costs to sell, and value in use based on an internal discounted cashflow
evaluation. Impairment losses recognised for cash-generating units, to which
goodwill has been allocated, are credited initially to the carrying amount of
goodwill. Any remaining impairment loss is charged pro rata to the other
assets in the cash generating unit. Except for goodwill, all assets are
subsequently reassessed for indications that an impairment loss previously
recognised may no longer exist.

 

3.7) Current and deferred taxation

 

Current tax is the tax currently payable based on taxable profit/(loss) for
the year.

 

Deferred income taxes are calculated using the liability method on temporary
differences. Deferred tax is generally provided on the difference between the
carrying amounts of assets and liabilities and their tax bases.

 

Deferred tax is not recognised in respect of:

 

·      the initial recognition of goodwill that is not tax deductible;
and

·      the initial recognition of an asset or liability unless the
related transaction is a business combination or affects tax or accounting
profit. In addition, tax losses available to be carried forward as well as
other income tax credits to the Group are assessed for recognition as deferred
tax assets.

 

Deferred tax liabilities are provided in full, with no discounting. Deferred
tax assets are recognised to the extent that it is probable that the
underlying deductible temporary differences will be able to be offset against
future taxable income. Current and deferred tax assets and liabilities are
calculated at tax rates and laws that are expected to apply to their
respective year of realisation, provided they are enacted or substantively
enacted at the reporting date.

 

Changes in deferred tax assets or liabilities are recognised as a component of
tax expense in the income statement, except where they relate to items that
are charged or credited directly to equity in which case the related deferred
tax is also charged or credited directly to equity.

 

 

3.8) Financial instruments

 

Recognition of financial instruments

 

Financial assets and liabilities are recognised on the Group's Statement of
financial position when the Group becomes a party to the contractual
provisions of the instrument.

 

Financial assets

 

Initial and subsequent measurement of financial assets

 

Cash and cash equivalents

 

Cash and cash equivalents comprise cash at bank and in hand and other
short-term deposits held by the Company with maturities of less than three
months.

 

Trade and other receivables

 

Trade receivables are initially measured at fair value. Other receivables are
initially measured at fair value plus transaction costs. Receivables are
subsequently measured at amortised cost using the effective interest rate
method.

Impairment of trade receivables

 

For trade receivables, expected credit losses are measured by applying an
expected loss rate to the gross carrying amount.  The expected loss rate
comprises the risk of a default occurring and the expected cashflows on
default based on the aging of the receivable.  The risk of a default
occurring always takes into consideration all possible default events over the
expected life of those receivables ("the lifetime expected credit losses").
Different provision rates and periods are used based on groupings of historic
credit loss experience by product type, customer type and location.

 

Impairment losses and any subsequent reversals of impairment losses are
adjusted against the carrying amount of the receivable and are recognised in
profit or loss.

 

Financial liabilities and equity

 

Financial liabilities and equity instruments are classified according to the
substance of the contractual arrangements entered into. An equity instrument
is any contract that evidences a residual interest in the assets of the
Company after deducting all of its liabilities.

 

Initial and subsequent measurement of financial liabilities

 

Trade and other payables

 

Trade and other payables are initially measured at fair value, net of direct
transaction costs and subsequently measured at amortised cost.

 

Loan notes

 

Loan notes are initially recognised at fair value, adjusted for transaction
costs, and subsequently measured at amortised cost using the effective
interest rate method.

 

Finance charges, including premiums payable on settlement and direct issue
costs, are accounted for on an effective interest method and are added to the
carrying amount of the instrument to the extent that they are not settled in
the year in which they arise.

 

Contingent consideration

 

The acquisition-date fair value of any contingent consideration is recognised
as part of the consideration transferred by the Group in exchange for the
acquiree. Changes in the fair value of contingent consideration that result
from additional information obtained during the measurement period (maximum
one year from the acquisition date) about facts and circumstances that existed
at the acquisition date are adjusted retrospectively against goodwill. Other
changes resulting from events after the acquisition date are recognised in
profit or loss.

 

The Group assesses the fair value of contingent consideration liabilities on
an annual basis, taking into account changes in circumstances and updated
information regarding the probability and timing of payment. Any adjustments
to the fair value of contingent consideration liabilities are recognised as an
Adjusting Item in the income statement and changes due to discounting are
recognised in the income statements.

 

Equity instruments

 

Equity instruments issued by the Company are recorded at fair value on initial
recognition net of transaction costs.

 

Derecognition of financial assets (including write-offs) and financial
liabilities

 

A financial asset (or part thereof) is derecognised when the contractual
rights to cashflows expire or are settled, or when the contractual rights to
receive the cashflows of the financial asset and substantially all the risks
and rewards of ownership are transferred to another party.

 

When there is no reasonable expectation of recovering a financial asset it is
derecognised ("written off").

 

The gain or loss on derecognition of financial assets measured at amortised
cost is recognised in profit or loss.

 

A financial liability (or part thereof) is derecognised when the obligation
specified in the contract is discharged, cancelled or expires.

 

Any difference between the carrying amount of a financial liability (or part
thereof) that is derecognised, and the consideration paid is recognised in
profit or loss.

 

3.9) Employee benefits

 

Equity settled share-based payments

 

Where employees are rewarded using equity settled share-based payments, the
fair values of employees' services are determined indirectly by reference to
the fair value of the instrument granted to the employee. This fair value is
appraised at the grant date and excludes the impact of non-market vesting
conditions.

 

All equity-settled share-based payments are ultimately recognised as an
expense in the income statement with a corresponding credit to reserves.

 

If vesting periods apply, the expense is allocated over the vesting period,
based on the best available estimate of the number of share options expected
to vest. Estimates are revised subsequently if there is any indication that
the number of share options expected to vest differs from previous
estimates.  Any cumulative adjustment prior to vesting is recognised in the
current year. No adjustment is made to any expense recognised in prior years
if share options that have vested are not exercised.

 

Retirement benefits

 

Obligations for contributions to defined contribution pension plans are
recognised as an expense in the income statement when they are due.

 

3.10)     Provisions

 

Provisions are recognised when: the Group has a present legal or constructive
obligation as a result of past events; it is probable that an outflow of
resources will be required to settle the obligation; and the amount can be
reliably estimated.

 

Provisions are measured at the present value of the expenditures expected to
be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to the obligation.  Any increase in the provision due to the passage of time
is recognised as interest expense.

 

 

3.11)     Foreign currencies

 

Transactions in foreign currencies are recorded using the rate of exchange
ruling at the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated using the rate of exchange
ruling at the balance-sheet date and the gains or losses on translation are
included in the income statement.

 

3.12)     Significant judgements and estimates

 

The preparation of consolidated financial statements in accordance with
UK-adopted International Accounting Standards requires the Group to make
estimates and assumptions that affect the application of policies and reported
amounts. Estimates and judgements are continually evaluated and are based on
historical experience and other factors including expectations of future
events that are believed to be reasonable under the circumstances. Actual
results may differ from these estimates. The estimates and assumptions which
have a significant risk of causing a material adjustment to the carrying
amount of assets and liabilities are discussed below.

 

i)          Judgements

 

Revenue recognition

 

The main judgements regarding revenue recognition relate to TV production and
content production revenue.  The Group considers the production and licence
elements to be a combined performance obligation to be satisfied and
recognised over time.  This is explained in note 3.1.

 

ii)          Estimates

 

Revenue recognition

 

The main estimate regarding revenue recognition relates to TV production and
content production revenue where the Group applies the cost-to-cost method,
with progress measured by reference to internal and external costs incurred
compared to the agreed budget. This is explained in note 3.1.

 

 

Impairment of goodwill and intangible assets

 

The Group is required to test, at least annually, whether goodwill has
suffered any impairment. The recoverable amount is determined based on value
in use calculations. The use of this method requires the estimation of future
cashflows and the choice of a suitable discount rate to calculate the present
value of these cashflows. Actual outcomes could vary. See note 13 for details
of how these judgements are made and the estimation sensitivities disclosed.

 

Valuation of contingent consideration

 

 

The contingent consideration payable in relation to the acquisition of Raw Cut
has been measured at its fair value using a Monte Carlo simulation where the
EBITDA for year 1 is based on actual performance and year 2 is an independent,
normally distributed random variable. Values have been calculated for both
years and in total and the average represents the fair value. Estimated
sensitivity has been disclosed in note 21.

 

Valuation of intangibles arising on acquisition

 

The intangible assets arising on acquisitions have been valued using the
income approach. This involves forecasting the expected future economic
benefits attributable to an asset and calculating the net present value of
these future economic benefits using an appropriate asset-specific discount
rate.  The discount rate used has factored in the market rate of return, the
specific risks associated with the industry as well as the risk associated
with the asset being valued.

 

3.13)     Segmental reporting

 

In identifying its operating segments, Management follows the Group's service
lines, which represent the main products and services provided by the Group.
The activities undertaken by the TV segment include the production of
television content. The Content Production segment includes brand and
corporate film production, and radio and podcast production.

 

Each of these operating segments is managed separately as each service line
requires different resources as well as marketing approaches. All
inter-segment transfers are carried out at arm's length prices.

 

The measurement policies the Group uses for segment reporting under IFRS 8 are
the same as those used in its financial statements.

 

4) SEGMENTAL INFORMATION AND REVENUE

 

Segmental information

 

The chief operating decision maker, who is responsible for allocating
resources and assessing performance of the operating segments, has been
identified as the board of Directors, who categorise the Group's two service
lines as two operating segments:  Television and Content Production. These
operating segments are monitored, and strategic decisions are made on the
basis of adjusted segment operating results.

 

                                                  TV                      Content Production                   Central and plc               Total
                                        2025                     2024     2025        2024           2025            2024        2025             2024
 Continuing operations                  £'000                    £'000    £'000       £'000          £'000           £'000       £'000            £'000
 Revenue                                28,820                   20,250   12,642      12,058         -               -           41,462           32,308
 Adjusted EBITDA*                       2,837                    1,627    980         1,769          (1,964)         (1,886)     1,853            1,510
 Depreciation                           (421)                    (391)    (106)       (216)          (549)           (245)       (1,076)          (852)
 Amortisation                           (188)                    (137)    (291)       (291)          (10)            (18)        (489)            (446)
 Adjusting items and acquisition costs  (89)                     (1,026)  (238)       (75)           (2,146)         11          (2,473)          (1,090)
 Operating profit/(loss)                2,139                    73       345         1,187          (4,669)         (2,138)     (2,185)          (878)
 Finance costs                          (40)                     (13)     (9)         (7)            (412)           (508)       (461)            (528)
 Finance income                         3                        5        7           9              5               12          15               26
 Profit/(loss)before tax                2,102                    65       343         1,189          (5,076)         (2,634)     (2,631)          (1,380)
 Taxation credit/(charge)               295                      31       13          (193)          (226)           996         82               834
 Profit/(loss) for the year             2,397                    96       356         996            (5,302)         (1,638)     (2,549)          (546)
 Segment assets                         4,739                    5,916    6,145       6,264          9,049           11,095      19,933           23,275
 Segment liabilities                    5,478                    (8,805)  (1,233)     (2,439)        (23,002)        (8,551)     (18,757)         (19,795)

 Other segmental items:
 Expenditure on intangible assets       -                        -        -                -    -                    20          -                       20
 Expenditure on tangible assets         194                      942      12               52   333                  25          540                     1,019

 

 

* Adjusted EBITDA is defined as earnings before interest, tax, depreciation,
amortisation and adjusting items as set out in note 8.

 

Items included under 'Central and plc' do not constitute an operating segment
and relate mainly to Group activities based in the United Kingdom. Central and
plc costs relate to Directors, support functions and costs resulting from
being listed.

 

In July 2024, the operations of the Video Marketing and Branded Content
division of Zinc Communicate were discontinued and in September 2024, the
trade and assets of the Publishing division of Zinc Communicate were sold.
These were previously part of the Content Productions operating segment of the
Group. These discontinued operations for 2024 are set out in Note 11.

 

The internal reporting of the Group's performance does not require that costs
and/or Statement of financial position information is gathered based on the
geographical streams.

 

The Group's principal operations are in the United Kingdom. The geographical
split of revenue from external customers is set out below:

 

 

 

                    2025     2024
 United Kingdom     £23.0m   £16.9m
 Middle East        £8.5m    £5.0m
 Rest of the World  £10.0m   £10.4m
 Total              £41.5m   £32.3m

 

There were two customers that accounted for more than 10% of Group revenue in
the year, one customer that accounted for £9.4m or 23% of Group revenue and
one customer that accounted for £5.2m or 13% of Group revenue (2024: one
customer accounted for £4.8m or 15% of Group revenue, one for £4.7m or 14%
of Group revenue and one for £4.0m or 12% of Group revenue). Within these two
customers there are multiple separate buyers and commissioners with separate
budgets, and the customers are multi-billion pound blue-chip organisations.

 

Non-current assets are all located in the Group's country of domicile.

 

Revenue

 

Contract balances

 

The following table provides information about receivables, contract assets
and contract liabilities from contracts with customers.

                                                                                  2025     2024
                                                                                  £'000    £'000
 Receivables, which are included in Trade and other receivables                   3,988    3,180
 Contract assets                                                                  1,085    1,399
 Contract liabilities                                                             (3,592)  (4,196)

 

 

The contract assets primarily relate to the Group's rights to consideration
for work completed but not billed at the reporting date on contracts with
customers. The contract assets are transferred to receivables when the
milestones per the production agreements are met and an invoice is raised. The
contract liabilities primarily relate to the advance consideration received
from customers for production related contracts, for which revenue is
recognised on the percentage stage of completion of the production.

 

Significant changes in the contract assets and the contract liabilities
balances during the year are as follows.

 

 

 

                                                                                2025
                                                                                Contract  Contract

                                                                                assets    liabilities
                                                                                £'000     £'000
 At 1 January 2025                                                              1,399     (4,196)
 Revenue recognised that was included in the contract liability balance at the  -         4,196
 beginning of the period
 Increases due to cash received, excluding amounts recognised as                -         (3,592)

 revenue during the period
 Transfers from contract assets recognised at the beginning of the              (1,399)   -

 period to receivables
 Increases as a result of changes in measure of progress                        1,085     -
 At 31 December 2025                                                            1,085     (3,592)

 

 

Transaction price allocated to the remaining performance obligations

 

The Group has applied the practical expedient in paragraph 121 of IFRS 15 and
chosen not to disclose information relating to performance obligations for
contracts that had an original expected duration of one year or less, or where
the right to consideration from a customer is an amount that corresponds
directly with the value of the completed performance obligations.

 

5)  EXPENSES BY NATURE

 

Costs from continuing operations consist of:

 

                                   2025

                                           2024
                                   £'000   £'000
 Cost of sales
 Production costs                  22,069  16,062
 Salary costs                      2,026   1,656
 Royalties and distribution costs  605     198
 Total cost of sales               24,700  17,916

 Operating expenses
 Salary costs                      10,928  9,686
 Leases on premises                19      21
 Other administrative expenses     3,932   3,216
 Foreign exchange loss/(gain)      30      (41)
 Adjusting items (note 8)          2,473   1,090
 Depreciation and amortisation     1,565   1,298
 Total operating expenses          18,947  15,270

 

 

Auditor, tax and share option advisor fees are included in other
administrative expenses. The auditor did not provide any non-audit services in
the current year. During 2024 (prior to being appointed auditor), Hays Mac LLP
provided transaction services following a competitive appointment. The fee for
statutory audit services was as follows:

 

                                                            2025    2024
                                                            £'000   £'000
 Statutory audit services
 Annual audit of the Company and the consolidated accounts  175     228

 

 

6) STAFF COSTS

 

Staff costs from continuing operations, including Directors, consist of:

 

 

                                  2025    2024
                                  £'000   £'000
 Wages and salaries               10,238  10,438
 Social security and other costs  1,243   1,168
 Pension costs                    509     500
 Share-based payment charge       6       168
 Consideration paid in shares     35      32
 Total                            12,031  12,306

 

The average number of employees (including Directors) employed by the Group
for continuing operations during the year was:

 

 

                     2025  2024
 Zinc Television     117   118
 Content Production  57    56
 Central and plc     11    12
 Total               185   186

 

 

The Directors consider that the key Management comprises the Directors of the
Company, and their emoluments are set out below:

 

Directors' emoluments

                                       Salaries  Bonus   Shares    Pension  2025 Total     2024 Total

                                       And               issued             remuneration   remuneration

                                       fees              in lieu            received by    received by

                                                         of fees            Directors      Directors
                                       £'000     £'000   £'000     £'000    £'000          £'000
 Executive Directors
 Mark Browning                         370       100     -         37       507            547
 Laura McGaughey(1)                    35                          3        38             -
 Will Sawyer(2)                        180       -       -         18       198            278
 Non-executive Directors
 Christopher Satterthwaite (Chairman)  50        -       35        -        85             84
 Nicholas Taylor(3)                    -         -       -         -        -              31
 Andrew Garard                         35        -       -         -        35             34
 Kathryn Herrick(4)                    35        -       -         -        35             9
                                       705       100     35        58       898            983

 

(1) Appointed to the Board on 22(nd) November 2025

(2) Resigned on 22(nd) November 2025

(3) Resigned on 30(th) November 2024

(4) Appointed to the Board on 1(st) October 2024

 

 

The CEO bonus potential is set at 100% of base salary, and the CFO bonus at
50% of base salary. Financial performance targets are set at the start of each
financial year.  Will Sawyer, previous CFO departed the company during 2025
and therefore did not receive a bonus. The Board has determined the CEO
receive a proportion of his bonus due to the Group achieving its strongest
EBITDA performance to date and the successful integration of Raw Cut, its 2024
acquisition; however this has not been awarded at target level to reflect the
continued headwinds in the UK production market.

 

The 2025 total includes £33k of tax paid by the Company on behalf of
Directors that arose on the exercise of Enterprise Management Incentives
("EMI") share options in line with the terms of the share options granted to
Directors in 2020 and may otherwise have been funded by the Directors' selling
shares.

 

 

Key Management personnel compensation

 

                                                         2025    2024
                                                         £'000   £'000
 Short term employee benefits (includes employers NICs)  927     997
 Post-employment benefits                                58      66
 Shares (includes employers NICs)                        40      39
 Share-based payments (credit)/charge                    (40)    110
 Total                                                   985     1,212

 

The amount for share-based payments credit (see note 7) which relates to the
Directors was £40k

(2024: £110k charge).

 

 

7) SHARE-BASED PAYMENTS

 

The charge for share-based payments arises from the following schemes:

                                 2025    2024
                                 £'000   £'000
 EMI share option scheme         7       77
 Unapproved share option scheme  (1)     91
 Total                           6       168

 

The share-based payment charge for options granted since February 2020 are
calculated using a Stochastic model and options granted prior to February 2020
have been valued using the Black Scholes model.

 

Share options held by Directors are disclosed in the Directors' report.

 

Share option schemes

 

Under the terms of the EMI and unapproved share option schemes, the Board may
offer options to purchase ordinary share options to employees and other
individuals.  Share options granted under the Group's schemes are normally
exercisable for a ten-year period.  The vesting period is from the date of
grant up to ten years. Some of the EMI share options and unapproved share
options have market criteria that mean they only vest if the share price is at
a minimum level at that point.

 

Details of the number of share options and the weighted average exercise price
("WAEP") outstanding during the year are as follows:

 

 Unapproved share option scheme

                                           2025                2024
                                           Number     WAEP £   Number     WAEP £
 Outstanding at the beginning of the year  1,420,338  0.022    913,151    0.033
 Granted                                   -          -        507,187    0.001
 Exercised during the year                 (441,273)  0.001    -          -
 Lapsed during the year                    (237,115)  0.001    -          -
 Outstanding at the end of the year        741,950    0.041    1,420,338  0.022
 Exercisable at the end of the year        30,605     -        471,878    -

 

 

 

 

 EMI Share option scheme

                                                 2025                      2024
                                                 Number     WAEP £         Number        WAEP £
 Outstanding at the beginning of the year        1,062,189  0.439          880,837       0.555
 Granted during the year                         549,618    0.628          204,158       0.001
 Lapsed during the year                          (295,115)  0.322          (22,806)      0.540
 Transferred to unapproved scheme                -          -              -             -
 Exercised during the year                       -          -              -             -
 Outstanding at the end of the year              1,316,692  0.579          1,062,189     0.439
 Exercisable at the end of the year              275,980                   236,072

 

 

The options outstanding as at 31 December 2025 have the following exercise
prices and expire in the following financial years:

 Expiry         Grant Date     Exercise Price  2025       2024
                               £               No.        No.
 December 2026  December 2016  3.75            4,000      4,000
 November 2027  November 2017  3.75            4,000      4,000
 April 2028     April 2018     4.15            4,000      4,000
 November 2028  November 2018  2.00            6,000      6,000
 February 2030  February 2020  0.0013          237,115    441,273
 June 2031      June 2021      0.0013          237,115    711,345
 June 2031      June 2021      0.6695          260,237    268,237
 November 2031  November 2021  0.7060          202,511    202,511
 December 2032  December 2022  0.8750          79,816     129,816
 December 2034  August 2024    0.0013          474,230    711,345
 May 2035       May 2025       0.6280          549,618    -
                                               2,058,642  2,482,527

 

During the year, 441,273 Unapproved options were exercised by two Directors
(2024: nil); the aggregate amount of gains on the shares exercised by the
Directors was £141k (2024: £Nil).

 

Options are forfeited at the discretion of the Board if an employee leaves the
Group before the options vest. The Share Option Plan provides for the grant of
both tax-approved Enterprise Management Incentives ("EMI") options and
unapproved options. The model used to calculate a share option charge involves
using several estimates and judgements to establish the appropriate inputs,
covering areas such as the use of an appropriate interest rate and dividend
rate, exercise restrictions and behavioural considerations. A significant
element of judgement is therefore involved in the calculation of the charge.

 

8) ADJUSTING ITEMS

 

                                                                          2025

                                                                                   2024
                                                                          £'000    £'000

 Continuing adjusting items

 Reorganisation and restructuring costs                                   (534)    (129)
 Acquisition costs                                                        (227)    (847)
 Share-based payment charge                                               (6)      (168)
 Unrealised foreign exchange loss                                         (132)    -
 Loss on disposal of tangible assets                                      (15)     (13)
 Tax arising on share options paid by the Company                         (33)     -
 Change in fair value of contingent consideration in respect of Raw Cut   (1,450)  -
 Change in fair value of contingent consideration in respect of The Edge  (76)     67
 Total                                                                    (2,473)  (1,090)

 

 

                                                   2025

                                                           2024
                                                   £'000   £'000

 Discontinued adjusting items

 Loss on disposal of trade and assets (note 11)    -       (1,386)
 Reorganisation and restructuring costs (note 11)  -       (209)
 Total                                             -       (1,595)

 

 

Adjusting items are presented separately as, due to their nature or for the
infrequency of the events giving rise to them, this allows shareholders to
understand better the elements of financial performance for the year, to
facilitate comparison with prior years and to assess better the trends of
financial performance.

 

Reorganisation and restructuring costs

 

Management made changes to operational roles across the Group to improve
efficiency and decision making. The non-recurring element of the costs has
been presented as adjusting to enable a more refined evaluation of financial
performance.

 

Acquisition costs

 

Acquisition costs represent costs incurred in the acquisition of Raw Cut
Ventures Limited. These costs are non-recurring in nature and are therefore
treated as an adjusting item for Management to better understand the
underlying performance of the Group during the year. These costs are included
in operating activities in the cashflow statement.

 

Unrealised Foreign Exchange Loss

 

Unrealised foreign exchange losses arise on the retranslation of monetary
assets and liabilities denominated in foreign currencies at the reporting
date. These movements are driven by fluctuations in exchange rates and do not
reflect realised cash flows during the period.

 

Given the volatility and external nature of foreign exchange movements,
Management has classified these losses as adjusting items to provide a clearer
understanding of the underlying trading performance of the Group.

 

Change in fair value of Raw Cut contingent consideration

 

The contingent consideration in respect of Raw Cut acquisition has been
remeasured based on latest forecasts. Raw Cut's base earnout targets are
forecast to be exceeded.

 

Change in fair value of The Edge contingent consideration

 

The contingent consideration in respect of The Edge acquisition has been
remeasured based on final agreed performance.  The consideration is expected
to be settled in 2026.

 

Share-based payment charge

 

This represents the expense recognised by the Group in relation to services
received from employees following the grant of share options.

 

Tax on share options

 

The tax paid by the Company on behalf of Directors arose on the exercise of
Unapproved share options in line with the terms of the share options granted
to Directors in 2020 and may otherwise have been funded by the Directors'
selling shares.

 

Loss on disposal of trade and assets

 

This represents the loss incurred on the disposal of the trade and assets of
the Publishing division of Zinc Communicate in the prior year. These costs
were non-recurring in nature and were therefore treated as an adjusting item
for Management to better understand the underlying performance of the Group
during the prior year. These costs were included within discontinued
operations in operating activities in the cashflow statement.

 

 

9) FINANCE COSTS

                                                                     2025    2024
 Finance costs                                                       £'000   £'000
 Interest payable on borrowings                                      (286)   (306)
 Interest on unwinding of present value of contingent consideration  (95)    (184)
 Interest payable on lease liabilities                               (80)    (38)
 Finance costs                                                       (461)   (528)
 Finance income
 Interest received                                                   15      26
 Net finance costs                                                   (446)   (502)

 

 

10) INCOME TAX EXPENSE

 

Taxation credit

                                                    2025

                                                            2024
                                                    £'000   £'000
 Current tax credit on continuing operations:
   Current tax credit                               40      169
   Credit in respect of prior periods               14      158
                                                    54      327

 Deferred tax
 Origination and reversal of temporary differences  (487)   (1,161)
 Effect of change in UK corporation tax rate        -       -
 Adjustments in respect of prior periods            351     -
                                                    (136)   (1,161)

 Total income tax credit                            (82)    (834)

 

 

Reconciliation of taxation credit:

                                                                      2025     2024
                                                                      £'000    £'000
 Loss before tax                                                      (2,631)  (1,380)
 Taxation credit at UK corporation tax rate of 25% (2023: 23.5%)      (658)    (345)
 Other non-taxable non-deductible expenses/(income)                   560      1,906
 Income not taxable in determining taxable loss                       (122)    (1,527)
 Tax losses not recognised                                            -        -
 Group relief claimed                                                 -        (399)
 Temporary timing differences                                         18       34
 Overseas tax                                                         -        (3)
 Adjustments to tax/deferred tax charge in respect of previous years  -        58
 Charge in respect of prior periods                                   (1)      100
 Movement in deferred tax not recognised                              122      (658)
 Total income tax credit                                              (82)     (834)

 

 

The headline corporation tax rate of 25% applies throughout the 2025 period
end. A 25% deferred tax rate also applies due to there being no announced
upcoming changes in the rate of corporation tax.

 

 

11) DISCONTINUED OPERATIONS

 

There are no discontinued operations in 2025. In July 2024, the operations of
the Video Marketing and Branded Content division of Zinc Communicate were
discontinued and in September 2024, the trade and assets of the Publishing
division of Zinc Communicate were sold.  These were previously part of the
Content Productions operating segment of the Group (see note 4).

 

Losses from discontinued operations are as follows:

 

                                                  2025    2024
                                                  £'000   £'000

 Revenue                                          -       1,776
 Expenses                                         -       (2,369)
 Adjusted EBITDA loss                             -       (593)
 Loss on disposal of trade and assets (note 8)    -       (1,386)
 Reorganisation and restructuring costs (note 8)  -       (209)
 Amortisation and depreciation                    -       (55)
 Loss before tax from discontinued operations     -       (2,243)
 Income tax                                       -       (710)
 Loss after tax from discontinued operations      -       (2,953)

 

The loss relating to the discontinuation of this operating segment has been
eliminated from profit or loss from the Group's continuing operations and is
shown as a single line item in the Consolidated income statement.

 

 

12) EARNINGS PER SHARE

 

Basic earnings/(loss) per share ("EPS") for the period is calculated by
dividing the loss for the year attributable to ordinary equity holders of the
parent by the weighted average number of ordinary shares outstanding during
the year.

 

When the Group makes a profit from continuing operations, diluted EPS equals
the profit attributable to the Company's ordinary shareholders divided by the
diluted weighted average number of issued ordinary shares. When the Group
makes a loss from continuing operations, diluted EPS equals the loss
attributable to the Company's ordinary shareholders divided by the basic
(undiluted) weighted average number of issued ordinary shares. This ensures
that EPS on losses is shown in full and not diluted by unexercised share
options or awards.

 

 2025              2024
                                         Number of shares  Number of shares

 Weighted average number of shares used in basic and diluted earnings per share  24,687,311        23,021,816
 calculation
 Potentially dilutive effect of share options                                    946,517           1,431,808

                                         £'000

                                                  £'000
 Loss for the year from continuing operations attributable to shareholders       (2,577)           (561)
 Loss for the year from discontinued operations attributable to shareholders     -                 (2,953)

 Continuing operations
 Basic loss per share (pence)                                                    (10.36)p          (2.44)p
 Diluted loss per share (pence)                                                  (10.36)p          (2.44)p

 Discontinued operations
 Basic loss per share (pence)                                                    n/a               (12.83)p
 Diluted loss per share (pence)                                                  n/a               (12.83)p

 

 

13) INTANGIBLE ASSETS

 

                       Goodwill                       Brands   Customer                          Distribution      Order       Total

                                                               relationships       Software      catalogue         book
                       £'000                          £'000    £'000               £'000         £'000             £'000       £000
 Cost
 At 31 December 2023                         10,456   2,143    4,753                                                           18,206

                                                                                   292           443               119
 Additions                                   -        -        -                   20            -                 -           20
 Acquired through business combinations      1,057    721      229                 -             267               67                 2,341
 Disposals and retirements                   -        -        -                   (61)          -                 -                 (61)
 At 31 December 2024                         11,513   2,864    4,982                                                           20,506

                                                                                   251           710               186
 At 31 December 2025                         11,513   2,864    4,982                                                           20,506

                                                                                   251           710               186

 Amortisation and impairment
 At 31 December 2023                         (5,898)  (853)    (3,402)                                                         (10,985)

                                                                                   (270)         (443)             (119)
 Charge for the year                         -        (180)    (257)               (7)           (9)               (3)         (456)
 Disposals and retirements                   -        -        -                   41            -                 -           41
 At 31 December 2024                         (5,898)  (1,033)  (3,659)             (236)         (452)             (122)       (11,400)
 Charge for the year                         -        (220)    (191)               (10)          (53)              (15)        (489)
 At 31 December 2025                         (5,898)  (1,253)  (3,850)             (246)         (505)             (137)       (11,889)
 Net Book Value
 At 31 December 2025                         5,615    1,611    1,132               5             205               49          8,617
 At 31 December 2024                         5,615    1,831    1,323               15            258               64          9,106

 

 

Impairment Tests for Goodwill

 

Goodwill by cash generating unit ("CGU") is:

                               2025    2024
                               £'000   £'000
 Tern TV CGU                   1,444   1,444
 London and Manchester TV CGU  1,611   1,611
 The Edge CGU                  1,503   1,503
 Raw Cut CGU                   1,057   1,057
 Total                         5,615   5,615

 

 

Goodwill is not amortised but tested annually for impairment with the
recoverable amount being determined from value in use calculations. The key
assumptions for the value in use calculations are those regarding the discount
rate, growth rates, gross margins and forecasts in new business.

 

The Group assessed whether the carrying value of goodwill was supported by the
discounted cashflow forecasts of each operating segment based on financial
forecasts approved by Management, taking into account both past performance
and expectations for future market developments.  Management has used a
perpetuity model (5-year Group forecast and GDP growth rate in perpetuity).
Management estimates the discount rate using a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific
to media businesses.

 

The 2026 business unit forecasts are based on the budget set for the year.
In TV a growth rate of 2%has been used for the following years into
perpetuity. Management believes the 2% growth rate is a cautious assumption
which may be significantly lower than the growth rate Management would expect
to achieve.

 

In evaluating the recoverable amount, the discounted cashflow methodology has
been employed, which is based on assumptions and judgements related to
forecasts, margins, discount rates and working capital needs. These estimates
will differ from actuals in the future and could therefore lead to material
changes to the recoverable amounts. The key assumptions used for estimating
cashflow projections in the Group's impairment testing are those relating to
EBITDA growth, which take account of the businesses' expectations for the
projection period. These expectations consider the macroeconomic environment,
industry and market conditions, the unit's historical performance and any
other circumstances particular to the unit, such as business strategy and
client mix.

 

The cash generating units operate in a similar media landscape and the pre-tax
discount rate applied across the segments for period ended 31 December 2025
was 13.3% (2024: 13.3%). A sensitivity analysis of an increase in the discount
rate by 1% is shown below.

 

Changes in assumptions can have a significant effect on the recoverable amount
and therefore the value of the impairment recognised.

 

 Assumption                           Judgement                                                                   Sensitivity
 Discount rate                        As indicated above the rate used is 13.3%.                                  An increase in the discount rate by 5%  will result in no impairment charge.

 Revenue                              TV's, Raw Cut's and The Edge CGU revenue for 2026 is forecast to increase.  If there is a 20% shortfall in production revenue versus FY26 forecasts and

                                                                           associated production overhead savings are made there would be no impairment
                                                                                                                  charge, and if no production overhead savings are made then a 10% shortfall in
                                                                                                                  production revenue would result in no impairment charge.

 EBITDA growth rate                   An average rate of 2% has been used for financial year 2026 onwards.        If a 0% average growth rate was applied for 2026 onwards there would be no
                                                                                                                  impairment in any of the CGUs.

 

Sensitivity analysis using reasonable variations in the assumptions shows no
indication of impairment.

 

 

 

14) PROPERTY, PLANT AND EQUIPMENT

 

                                         Short            Motor      Office and  Total

                                         leasehold land   vehicles   computer

                                         and buildings               equipment
                                         £'000            £'000      £'000       £'000
 Cost
 At 31 December 2023                     448              21         2,589       3,058
 Additions                               16               -          170         186
 Acquired through business combinations  -                -          22          22
 Disposals and retirements               (8)              -          (104)       (112)
 At 31 December 2024                     456              21         2,677       3,154
 Additions                               -                -          538         538
 Disposals and retirements               (7)              -          -           (7)
 At 31 December 2025                     449              21         3,215       3,685

 Depreciation
 At 31 December 2023                     (341)            (16)       (1,685)     (2,042)
 Charge for the period                   (80)             (1)        (479)       (560)
 Disposals and retirements               2                -          46          48
 At 31 December 2024                     (419)            (17)       (2,118)     (2,554)
 Charge for the period                   (21)             (4)        (510)       (535)
 At 31 December 2025                     (440)            (21)       (2,628)     (3,089)
 Net book value
 At 31 December 2025                     9                -          587         596
 At 31 December 2024                     37               4          559         600

 

 

15) INVENTORIES

                    2025    2024
                    £'000   £'000
 Work in progress   94      139
 Total Inventories  94      139

 

Work in progress includes production costs incurred on productions where the
percentage of completion is lower than the external costs spent to date.

 

16) TRADE AND OTHER RECEIVABLES

                    2024    2024
                    £'000   £'000
 Current
 Trade receivables  3,988   3,180
 Prepayments        516     621
 Other receivables  843     1,012
 Contract assets    1,085   1,399
 Total              6,432   6,212

 

 

The carrying amount of trade and other receivables approximates to their fair
value. The creation and release of provision for impaired receivables have
been included in administration expenses in the income statement.

 

The maximum exposure to credit risk at the reporting date is the carrying
value of each class of asset above. The Group does not hold any collateral as
security for trade receivables. The Group is not subject to any significant
concentrations of credit risk.

 

There is no expected credit loss in relation to contract assets recognised
because the measure of expected credit losses is not material to the financial
statements.

 

 

Impairment of financial assets

 

The Group's credit risk management practices and how they relate to the
recognition and measurement of expected credit losses are set out below.

 

Definition of default

 

The loss allowance on all financial assets is measured by considering the
probability of default.

 

Receivables are considered to be in default when the principal or any interest
is significantly more than the associated credit terms past due, based on an
assessment of past payment practices and the likelihood of such overdue
amounts being recovered.

 

Write-off policy

 

Receivables are written off by the Group when there is no reasonable
expectation of recovery, such as when the counterparty is known to be going
bankrupt, or into liquidation or administration.

 

Impairment of trade receivables and contract assets

 

The Group calculates lifetime expected credit losses for trade receivables
using a portfolio approach.  Receivables are grouped based on the credit
terms offered and the type of product sold.  The probability of default is
determined at the year-end based on the aging of the receivables and
historical data about default rates on the same basis.  That data is adjusted
if the Group determines that historical data is not reflective of expected
future conditions due to changes in the nature of its customers and how they
are affected by external factors such as economic and market conditions.

 

In relation to the Television division, the Directors do not believe there are
any other forward-looking factors to consider in calculating the loss
allowance provision as at 31 December 2025 (2024: £nil). No expected loss
provision has been recognised as the Directors expect any loss to be
immaterial.

 

No expected credit loss is expected for contract assets (2024: £nil).

 

 

Television 2025

 Trade receivables:                    Aging     30-60       60-90     90-120      120-150     150-365     Over      Total

                                       0-30      days        days      days        days        days        365       2025

                                       days                                                                days

 Gross carrying amount (£'000)         1,104     108         (6)       12          2           15          7         1,242
 Loss allowance provision (£'000)      -             -       -         -           -           -           -         -

 

The expected credit loss in this division is immaterial in line with the prior
year.

 

 

Television 2024

 Trade receivables:                    Aging       30-60     60-90     90-120      120-150     150-365     Over      Total

                                       0-30        days      days      days        days        days        365       2024

                                       days                                                                Days

 Gross carrying amount (£'000)         1,155       408       144       3           -           5           35        1,750
 Loss allowance provision (£'000)      -       -             -         -           -           -           -         -

 

 

 

Content Production 2025

 Trade receivables:                    Aging       30-60     60-90     90-120      120-150     150-365     Over      Total

                                       0-30        days      days      days        days        days        365       2025

                                       days                                                                Days

 Gross carrying amount (£'000)         (11)        1,056     1,613     72          20          (2)         (2)       2,746
 Loss allowance provision (£'000)      -       -             -         -           -           -           -         -

 

The expected credit loss in this division is immaterial in line with the prior
year.

 

 

 

Content Production 2024

 Trade receivables:                    Aging       30-60     60-90     90-120      120-150     150-365     Over      Total

                                       0-30        days      days      days        days        days        365       2024

                                       days                                                                days

 Gross carrying amount (£'000)         739         388       134       14          2           14          139       1,430
 Loss allowance provision (£'000)      -       -             -         -           -           -           -         -

 

 

Movements in the impairment allowance for trade receivables are as follows:

 

                                                                        2025    2024
                                                                        £'000   £'000
 Opening provision for impairment of trade receivables                  -       237

 Increase during the year                                               -       38
 Receivables transferred on the sale of trade and assets (see note 11)  -       (263)
 Receivables written off during the year as uncollectible               -       (12)
 Movement in provision for impairment during the year                   -       (237)
 At 31 December                                                         -       -

 

 

 

17) CASH AND CASH EQUIVALENTS

                                  2025    2024
                                  £'000   £'000
 Total cash and cash equivalents  3,468   6,270

 

The Group's credit risk exposure in connection with the cash and cash
equivalents held with financial institutions is managed by holding funds in a
high credit worthy financial institution (Moody's A1- stable).

 

 

 

 

18) TRADE AND OTHER PAYABLES

                                                2025    2024
                                                £'000   £'000
 Current
 Trade payables                                 1,441   1,276
 Other payables                                 213     175
 Other taxes and social security                1,054   1,321
 Accruals                                       3,893   4,360
 Contract liabilities                           3,592   4,196
 Deferred and contingent consideration payable  2,506   2,988
 Total                                          12,699  14,316
 Non-current
 Contingent consideration payable               1,836   721
 Total                                          14,535  15,037

 

The Directors consider that the carrying amount of trade and other payables
approximates to their fair value. The Group's payables are unsecured.

 

19) LEASES

 

 

Right-of-use assets

                      Short leasehold land and buildings  Total
                      £'000                               £'000

 At 1 January 2024    443                                 443
 Additions            833                                 833
 Depreciation         (328)                               (328)
 At 31 December 2024  948                                 948
 Additions            182                                 182
 Depreciation         (541)                               (541)
 At 31 December 2025  589                                 589

 

 

Lease liabilities are presented in the statement of financial position as
follows:

 

                          2025    2024
                          £'000   £'000
 Current                  176     280
 Non-current              367     509
 Total lease liabilities  543     789

 

 

The Groups future minimum lease payments are as follows:

 

                                                    2025    2024
                                                    £'000   £'000
 Not later than one year                            287     342
 Later than one year and not later than five years  441     604
 Later than five years                              -       -
                                                    728     946

 

 

20) BORROWINGS AND OTHER FINANCIAL LIABILITIES

                                       2025    2024
                                       £'000   £'000
 Current
 Lease liabilities                     176     280
 Debt facility - unsecured borrowings  -       2,483
 Loan notes - unsecured borrowings     -       978
 Sub total                             176     3,741

 Non-current
 Debt facility - unsecured borrowings  2,477   -
 Loan notes - unsecured borrowings     978     -
 Lease liabilities                     367     509
 Sub total                             3,822   509
 Total                                 3,998   4,250

 

 

Maturity of financial liabilities

 

The maturity of borrowings (analysed by remaining contractual maturity) is as
follows:

 

                                           2025    2024
                                           £'000   £'000
 Repayable within one year and on demand:
 Lease liabilities                         287     342
 Trade and other payables                  1,654   1,451
 Accrued expenses                          3,893   4,360
 Debt facility - unsecured                 -       2,599
 Loan notes - unsecured                    -       1,111
 Deferred and contingent consideration     2,506   2,988
                                           8,340   12,851

 

 Repayable between one and two years:
 Debt facility - unsecured              2,599   -
 Loan notes - unsecured                 1,111   -
 Lease liabilities                      207     194
 Contingent consideration               1,836   721
                                        5,753   915
 Repayable between two and five years:
 Lease liabilities                      234     410
                                        234     410
 Total                                  14,327  14,176

 

 

Debt facility

 

Loans totalling £2.5m (2024: £2.5m) are held by Herald Investment Trust Plc
and The John Booth Charitable Foundation ("JBCF"), all of whom are a related
party through shareholding. During the year, the interest on the facility is
based on monthly SONIA plus a margin of 4%, subject to a floor of RPI.  There
are no financial covenants in force in respect of this debt facility. The debt
facility is unsecured and at year end was repayable in full on 31 December
2027, having been extended in March 2025.

 

Loan notes - unsecured

 

The unsecured loan notes of £1.0m (2024: £1.0m) relates to short-term loan
notes issued to Herald Investment Trust plc, a related party through
shareholding. Interest during the year was at a fixed rate of 8% per annum.
The principal and any interest accrued at that date is repayable on 31
December 2027, having been extended in March 2025. There are no financial
covenants in place in respect of this debt.

 

Finance leases

 

Net obligations under finance leases are secured on related property, plant
and equipment and are included within lease liabilities.

 

Overdraft

 

The Group has an overdraft facility of £1.2m, which is secured over the
assets of subsidiary companies and requires coverage of 3.5 times the value of
UK debtors less than 90 days old. The interest rate on the overdraft is 5.3%
per annum over the Bank of England rate.

 

Net debt reconciliation

 

                                                                2025     2024
                                                                £'000    £'000
 Cash and cash equivalents (note 17)                            3,468    6,270
 Lease liabilities (note 20)                                    (543)    (789)
 Debt facility and loan notes - unsecured borrowings (note 20)  (3,455)  (3,461)
 Net debt                                                       (530)    2,020

 

 

Change in liabilities arising from financing activities

 

                                              2024     Cashflows  Interest  Interest  Non-cash  2025

                                                                  charged   paid      changes
                                              £'000    £'000      £'000     £'000     £'000     £'000
 Cash and cash equivalents                    6,270    (2,802)    -         -         -         3,468
 Borrowings - debt facility                   (2,483)  -          (200)     206       -         (2,477)
 Borrowings - loan notes                      (978)    -          (78)      78        -         (978)
 Lease liabilities                            (789)    (396)      (22)      22        642       (543)
 Total liabilities from financing activities  2,020    (3,198)    (300)     306       642       (530)

 

Non-cash changes predominantly relate to the inception of new leases arising
during the year.

 

21) FINANCIAL INSTRUMENTS

 

The Group's financial instruments comprise borrowings, cash and liquid
resources and various items, such as trade and other receivables and trade and
other payables that arise directly from its operations. The main purpose of
these financial instruments is to raise finance for the Group's operations.

 

The principal financial risk faced by the Group is liquidity/funding. The
policies and strategies for managing this risk is summarised as follows:

 

 Risk       Potential impact                                                                How it is managed
 Liquidity  The Group's debt servicing requirements and investment strategies, along with   The Group's treasury function is principally concerned with internal funding
            the diverse nature of the Group's operations, means that liquidity management   requirements, debt servicing requirements and funding of new investment
            is recognised as an important area of focus.                                    strategies.

            Liquidity issues could have a negative reputational impact, particularly with   Internal funding and debt servicing requirements are monitored on a continuing
            suppliers.                                                                      basis through the Group's Management reporting and forecasting.  The Group
                                                                                            also maintains a continuing dialogue with the Group's lenders as part of its
                                                                                            information covenants. The requirements are maintained through a combination
                                                                                            of retained earnings, asset sales or capital markets.

                                                                                            An overdraft of £1.2m is in place to help fund potential working capital
                                                                                            fluctuations.

                                                                                            New investment strategies are to be funded through existing working capital or
                                                                                            where possible capital markets.

 

 

Capital management policy and risk management

 

The Group manages its capital to ensure that entities in the Group will be
able to continue as a going concern while maximising the return to
shareholders through the optimisation of the debt and equity balance. The
capital structure of the Group consists of debts, which include the borrowings
disclosed in note 20, cash and cash equivalents and equity attributable to the
owners of the parent, comprising issued capital, reserves and retained
earnings as disclosed in the Consolidated statement of changes in equity.

 

The Group's Board reviews the capital structure on an on-going basis. As part
of this review, the Board considers the cost of capital and the risks
associated with each class of capital. The Group seeks a conservative gearing
ratio (the proportion of net debt to equity); however also recognises that a
period of earn out can impact this ratio in the short term, as is the case
this year. Recognising this, the Board is satisfied with the Group's gearing
ratio; however will continue to monitor during 2026.

 

The gearing ratio at the year-end is as follows:

 

                                                  2025     2024
                                                  £'000    £'000
 Borrowings (debt facility and loan notes)        (3,455)  (3,461)
 Cash and cash equivalents                        3,468    6,270
 Net cash                                         13       2,809
 Total equity                                     1,177    3,480
 Net cash to equity ratio                         1%       81%

 

The Group's gearing ratio has changed due to a decreased cash balance
resulting from investing cash outflows, changes in fair value of contingent
consideration which will unwind in 2026, and movement in comprehensive expense
for the period.

 

Financial instruments by category

 

                                                                                                                        2025           2024
                                                                                                                        £'000          £'000
 Categories of financial assets and liabilities
 Financial assets - measured at amortised cost
 Trade and other receivables                                                                                            5,916     5,591
 Cash and cash equivalents                                                                                              3,468     6,270
 Financial liabilities - other financial liabilities at amortised cost
 Trade and other payables                                                                                               (5,547)        (5,811)
 Borrowings                                                                                                             (3,455)        (3,461)
 Lease liabilities                                                                                                      (543)          (789)

 Financial liabilities - other financial liabilities at fair value
 Deferred and contingent consideration payable                                                                          (4,342)        (3,709)

 

 

The fair values of the Group's cash and short-term deposits and those of other
financial assets equate to their carrying amounts. The Group's receivables and
cash and cash equivalents are all classified as financial assets and carried
at amortised cost. The amounts are presented net of provisions for doubtful
receivables and allowances for impairment are made where appropriate. Trade
and other payables and loan borrowings are all classified as financial
liabilities measured at amortised cost.

 

The Edge contingent consideration is made up of two parts. The larger portion
of the consideration is fair valued based on actual EBIT performance. An EBIT
of £1.3m has been used for year one, £0.7m for year two and £1.1m for year
three. Values have been calculated for all three years and in total and the
average represents the fair value. The value of the contingent consideration
payable in relation to the Edge remaining on the balance sheet represents the
final year three payment, expected to be paid in 2026. The smaller part of the
contingent consideration relates to a performance bond that is owed to The
Edge.

 

The contingent consideration payable in relation to Raw Cut is measured at
fair value, using level 3 inputs in the calculation of fair value. The
consideration is fair valued using a Monte Carlo simulation where the EBITDA
of the remaining year is an independent, normally distributed random
variable.  An EBITDA of £1.0m has been used for year one's actual
performance and £0.5m for year two. Values have been calculated for both
years and in total and the average represents the fair value. As the second
year is based on estimated EBITDA the actual amount may be different. All
contingent consideration has been discounted using a discount rate of 16.1%. A
£0.2m decrease in EBITDA in year two could decrease the contingent
consideration payable by £0.4m, and a £0.2m increase in EBITDA in year two
could increase the contingent consideration payable by £0.4m

 

 

22) DEFERRED TAX

 

Deferred tax is calculated in full on temporary differences under the
liability method using a tax rate of 25% (2024: 25%) for UK differences.  The
movements in deferred tax assets and liabilities during the year are shown
below.

 

                                            Deferred tax asset  Deferred tax liability  Net position
                                            £'000               £'000                   £'000
 At 1 January 2024                          828                 (828)                   -
 Recognised on intangible assets                                (211)                   (211)
 Recognised on current period amortisation  -                   -                       -
 Recognised on tax losses                   211                                         211
 At 31 December 2024                        1,039               (1,039)                 -
 Recognised on intangible assets                                120                     120
 Recognised on current period amortisation  -                   -                       -
 Recognised on tax losses                   16                                          16
 At 31 December 2025                        1,055               (919)                   136

 

Deferred tax assets estimated at £1.3m (2024: £1.8m) in respect of losses
carried forward have not been recognised due to uncertainties as to when
income will arise against which such losses will be utilised.

 

 

23) PROVISIONS

             2025    2024
             £'000   £'000
 Provisions  171     171

 

Movement in provisions

 

                                £'000
 At 31 December 2024        171
 Additions                  -
 Utilised in the year       -
 Released in the year       -
 At 31 December 2025        171

 

 

Provisions comprise dilapidation provisions relating to properties. The
associated cash outflows were £nil in 2025. The Group's potential cashflows
in FY26 relate to a London property occupied by Raw Cut which are capped at
£30k.

 

 

 

24) SHARE CAPITAL AND RESERVES

 

 

                                           2025            2024

 Ordinary shares with a nominal value of:  0.125p          0.125p
 Authorised:
 Number                                    Unlimited       Unlimited

 Issued and fully paid:
 Number                                    25,185,656      24,345,002
 Nominal value (£'000)                     31              30

 

Fully paid ordinary shares carry one vote per share and carry the right to
dividends.

 

The movements in share capital and reserves in the year are made up as
follows:

                                                                       31 Dec 2025                      31 Dec 2024
                                                  Number of  Share     Share     Merger    Share-based  Number of   Share     Share     Merger    Share-based

                                                  shares     capital   premium   reserve   payment      shares      Capital   premium   reserve   payment

                                                                                           reserve                                                reserve
 Ordinary shares                                             £'000     £'000     £'000     £'000                    £'000     £'000     £'000     £'000
 At start of year                         24,345,002         30        10,544    1,163     715          22,765,327  28        9,546     1,163     547
 Share placing and subscription for cash  -                  -         -         -         -            -           -         -         -         -
 Expenses of issue of shares              -                  -         -         -         -            -           -         -         -         -
 Consideration paid in shares             342,208            -         -         217       -            1,541,622   2         998       -         -
 Shares issued in lieu of fees            57,173             -         -         -         -            38,053      -         -         -         -
 Equity settled share based payments      441,273            1         145       -         (140)        -           -         -         -         168
 At end of year                           25,185,656         31        10,689    1,380     575          24,345,002  30        10,544    1,163     715

 

Consideration paid in shares

 

On 21 March 2025, the Group issued 342,208 new ordinary shares at a price of
£0.63 per share in relation to contingent consideration payable in relation
to the acquisition of The Edge.

 

Shares issued in lieu of fees

 

On 1 May 2025 the Group issued 57,173 new ordinary shares at a price of £0.61
per share to a Director in lieu of payment of Director fees.

 

 

 

Nature and purpose of the individual reserves

 

Below is a description of the nature and purpose of the individual reserves:

 

·      share capital represents the nominal value of shares issued;

 

·      share premium includes the amounts over the nominal value in
respect of share issues; in addition, costs in respect of share issues are
debited to this account;

 

·      the merger reserve is used where more than 90% of the shares in a
subsidiary are acquired and the consideration includes the issue of new shares
by the Company, which attract merger relief under the Companies Act 1985 and,
from 1 October 2009, the Companies Act 2006;

 

·      the share-based payment reserve arises on recognition of the
share-based payment charge in accordance with IFRS2 Share Based Payment
Transactions; and

 

·      retained earnings include the realised gains and losses made by
the Group and the Company.

 

 

25) RELATED PARTY TRANSACTIONS

 

Herald Investment Trust plc and John Booth Charitable Foundation

 

The Company is the borrower of unsecured debt and loan notes with Herald
Investment Trust plc and John Booth Charitable Foundation requiring a bullet
repayment on 31 December 2027 having been extended at the start of 2025. The
total amount outstanding at 31 December 2025 including accrued interest is
£3.5m (2024: £3.5m). Interest accrued on the debt amounted to £0.1m (2024:
£0.1m).

 

 

26) POST BALANCE SHEET EVENTS

 

The Group is reporting no post balance sheet events.

 

 

 

27) GUARANTEE IN RELATION TO SUBSIDIARY AUDIT EXEMPTION

 

The Directors of the Company have provided guarantees in respect of its
trading subsidiary companies in accordance with section 479C of the Companies
Act 2006. As a result, the following subsidiary entities of the Company are
exempt from the requirements of the Companies Act 2006 relating to the audit
of accounts under section 479A of the Companies Act 2006:

 

Blakeway Productions
Limited                           02908076

Films of Record Limited
01446899

Raw Cut Distribution Ltd
 08279893

Raw Cut PI
Limited
08332247

Raw Cut Productions
Ltd
12718803

Raw Cut Television
Limited                                04569404

Raw Cut Ventures
Ltd
08332523

Reef Television Limited
 
03500852

Tern Television Productions Limited
SC109131

The Edge Picture Co Limited                             02557058

Tomos TV Ltd
        11140864

Zinc 6000 Bicycles
Ltd
15924526

Zinc Communicate CSR Limited                        06271341

Zinc Communicate Productions Limited             03136090

Zinc Television London Limited
02800925

Zinc Television Regions Limited
02888301

Cautionary note regarding forward-looking statements

This press release may contain certain forward-looking information. The words
"expect", "anticipate", believe", "estimate", "may", "will", "should",
"intend", "forecast", "plan", and similar expressions are used to identify
forward looking information.

The forward-looking statements contained in this press release are based on
management's beliefs, estimates and opinions on the date the statements are
made in light of management's experience, current conditions and expected
future development in the areas in which the Company is currently active and
other factors management believes are appropriate in the circumstances. The
Company undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of new
information, future events or otherwise, unless required by applicable law.

Readers are cautioned not to place undue reliance on forward-looking
information. By their nature, forward-looking statements are subject to
numerous assumptions, risks and uncertainties that contribute to the
possibility that the predicted outcome will not occur, including some of which
are beyond the Company's control. There can be no assurance that
forward-looking statements will prove to be accurate as actual results and
future events could vary or differ materially from those anticipated in such
statements.

Inside Information

The information contained within this announcement constitutes inside
information for the purposes of Article 7 of the Market Abuse Regulation (EU)
no. 596/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the
Company's obligations under Article 17 of MAR. On the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

 

 1  Source: PACT UK Television Production Survey 2025, by Oliver and Ohlbaum

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR SFIEEIEMSEFL



            Copyright 2019 Regulatory News Service, all rights reserved

Recent news on Zinc Media

See all news