2138006YJ65EKBYYYX412023-11-012024-10-31iso4217:GBPxbrli:sharesiso4217:GBP2138006YJ65EKBYYYX412022-11-012023-10-312138006YJ65EKBYYYX412024-10-312138006YJ65EKBYYYX412023-10-312138006YJ65EKBYYYX412022-10-312138006YJ65EKBYYYX412022-10-31ifrs-full:IssuedCapitalMember2138006YJ65EKBYYYX412022-10-31ifrs-full:SharePremiumMember2138006YJ65EKBYYYX412022-10-31ifrs-full:TreasurySharesMember2138006YJ65EKBYYYX412022-10-31ifrs-full:CapitalRedemptionReserveMember2138006YJ65EKBYYYX412022-10-31ifrs-full:OtherReservesMember2138006YJ65EKBYYYX412022-10-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138006YJ65EKBYYYX412022-10-31ifrs-full:RetainedEarningsMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:IssuedCapitalMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:SharePremiumMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:TreasurySharesMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:CapitalRedemptionReserveMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:OtherReservesMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138006YJ65EKBYYYX412022-11-012023-10-31ifrs-full:RetainedEarningsMember2138006YJ65EKBYYYX412023-10-31ifrs-full:IssuedCapitalMember2138006YJ65EKBYYYX412023-10-31ifrs-full:SharePremiumMember2138006YJ65EKBYYYX412023-10-31ifrs-full:TreasurySharesMember2138006YJ65EKBYYYX412023-10-31ifrs-full:CapitalRedemptionReserveMember2138006YJ65EKBYYYX412023-10-31ifrs-full:OtherReservesMember2138006YJ65EKBYYYX412023-10-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138006YJ65EKBYYYX412023-10-31ifrs-full:RetainedEarningsMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:IssuedCapitalMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:SharePremiumMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:TreasurySharesMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:CapitalRedemptionReserveMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:OtherReservesMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138006YJ65EKBYYYX412023-11-012024-10-31ifrs-full:RetainedEarningsMember2138006YJ65EKBYYYX412024-10-31ifrs-full:IssuedCapitalMember2138006YJ65EKBYYYX412024-10-31ifrs-full:SharePremiumMember2138006YJ65EKBYYYX412024-10-31ifrs-full:TreasurySharesMember2138006YJ65EKBYYYX412024-10-31ifrs-full:CapitalRedemptionReserveMember2138006YJ65EKBYYYX412024-10-31ifrs-full:OtherReservesMember2138006YJ65EKBYYYX412024-10-31ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember2138006YJ65EKBYYYX412024-10-31ifrs-full:RetainedEarningsMember
MEGroup International plc
Annual Report 2024
Laundry driving growth
and diversification
Who we are
We are an international
market leader in automated
instant-service equipment
with operations across
18countries.
Contents
Strategic report
Business at aGlance 4
Our Business 6
Why invest? 8
Evolution of businessmix 10
Chairman’s Statement 18
Chief Executive’s Report 22
Innovation and Diversification 30
Review of Performance byGeography 32
Section 172(1) Statement 36
Principal Risks 42
Sustainability at ME Group 46
Specific Sustainability Metrics and Reporting 52
TCFD Report 57
Longer-term Viability Statement 66
Corporate Governance
Directors’ Report 70
Board of Directors and Company Secretary 72
Corporate Governance 80
Statement of Directors’ Responsibilities 92
Directors’ Remuneration Report 94
Remuneration PolicyReport 98
Annual Report onRemuneration 104
Financial Statements
Independent Auditor’s Report to the
Members of Me Group International plc 114
Group Statement of Comprehensive Income 122
Group Statement of Financial Position 123
Group Statement of Cash Flows 124
Group Statement of Changes in Equity 125
Notesto the Consolidated
Financial Statements 126
Company Statement of Financial Position 181
Company Statement of Cash Flows 182
Company Statement of Changes in Equity 183
Notesto the Company Financial Statements 184
Glossary 198
Company Information& Advisers 199
Shareholder Information 200
Navigation
We use the various iconsshown here to help you
navigate throughthedocument andits content
Contents page
Pages withinthis
report
MEGroup plc Annual Report 2024
Summary of 2024
1
EBITDA is profit before tax, depreciation, amortisation, non-operating income/expense and finance cost and income.
2
Net cash excludes investments in convertible bonds (£3.7 million) and lease liabilities (£11.8 million). See note 20 for details of net cash.
3
Interim Dividend of 3.45p per ordinary share paid on 29 November 2024 amounting to £13.0 million. Recommended Final Dividend of 4.45p per ordinary share
will be paid on 23 May 2025, subject to approval at the Annual General Meeting.
4
Constant currency is 2024 results translated using the prior year’s foreign exchange rates. Refer to the Glossary for details of the calculation. This excludes the
impact from foreign exchange rate movements (“FX impact”) during FY 2024, particularly the Japanese yen which saw a 12% decrease in value against pound
sterling (average rate of exchange used in FY2024 was Yen/£ 191.71 vs FY 2023: 171.68), and a 2.1% decrease in the euro against pound sterling (average rate of
exchange used in FY 2024 was €/£ 1.173 vs FY 2023: 1.149).
Key financials
for the 12 months ended 31 October 2024
2024 REVENUE
£307.9m
Reported
£317.8m
Constant Currency
4
2023 Reported: £297.7m
EBITDA
1
£114.2m
Reported
£117.5m
Constant Currency
4
2023 Reported: £106.6m
PROFIT BEFORE TAX
£73.4m
Reported
£74.1m
Constant Currency
4
2023 Reported: £67.1m
GROSS CASH
£86.1m
Reported
£89.8m
Constant Currency
4
2023 Reported: £111.1m
NET CASH
2
£38.2m
Reported
£41.8m
Constant Currency
4
2023 Reported: £33.9m
CASH GENERATED FROM OPERATIONS
£107.4m
Reported
n/a
Constant Currency
4
2023 Reported: £109.9m
DILUTED EARNINGS PER SHARE
14.27p
Reported
14.41p
Constant Currency
4
2023 Reported: 13.31p
TOTAL DIVIDENDS PER ORDINARY SHARE
3
7.90p
Reported
n/a
Constant Currency
4
2023 Reported: 7.39p
Another record year
ofprofitability
Rapid expansion of
laundryoperations across
keygeographies
Innovation strategy
showcasedthrough the
launchof new automated
Kee.ME keycutting service
Strong cash generation
throughoperations
Ongoing rollout of next-
generation photobooths
Return of cash to
shareholderswith
6.8%increase in total
dividend
MEGroup plc Annual Report 2024
1
Business at aGlance 4
Our Business 6
Why invest? 8
Evolution of businessmix 10
Chairman’s Statement 18
Chief Executive’s Report 22
Innovation and Diversification 30
Review of Performance byGeography 32
Section 172(1) Statement 36
Principal Risks 42
Sustainability at ME Group 46
Specific Sustainability Metrics and Reporting 52
TCFD Report 57
Longer-term Viability Statement 66
Strategic
report
MEGroup plc Annual Report 2024
2
Unattended 24/7 laundry services and laundrettes.
Growing network of large-capacity unattended
laundry services, offering a range of machine formats
for partners andend consumers.
Wash
Strategic
report
MEGroup plc Annual Report 2024
3
UK & Republic
ofIreland
MACHINES IN OPERATION
6,321
REVENUE
£49.2m
EBITDA
£19.2m
EBITDA MARGIN
39.0%
Key partnerships
Continental Europe
MACHINES IN OPERATION
26,909
REVENUE
£209.0m
EBITDA
£94.5m
EBITDA MARGIN
45.2%
Key partnerships
Unattended laundry
services and
launderettes
High-quality digital
printing kiosks
Photobooths and
integratedbiometric
identification solutions
Photo
Print
Wash
Primarily vending equipment for the food service
market (Feed.ME), children’s rides (Amuse.ME),
and photocopying (Copy.ME)
Other Vending
Business at
aGlance
CORE ACTIVITIES
ANCILLARY ACTIVITIES
Our business services
MEGroup plc Annual Report 2024
4
STRATEGIC REPORT
2
R&D CENTRES
Primary facilities in France and Vietnam,
In-house team of more than 50 engineers
OPERATIONS IN
18 countries
Australia, Austria, Belgium, China, Finland, France,
Germany, Ireland, Italy, Japan, Morocco, the
Netherlands, Portugal, Singapore, Spain, Switzerland,
United Kingdom and Vietnam
3
CORE GEOGRAPHIES
Continental Europe, UK & Republic
of Ireland and AsiaPacific
UK listed business
with a global presence
Asia Pacific
MACHINES IN OPERATION
15,000
REVENUE
£49.7m
EBITDA
£11.0m
EBITDA MARGIN
22.1%
Key partnerships
VENDING UNITS IN OPERATION
48,230
MEGroup plc Annual Report 2024
5
Our Business
Core activities
Photo.ME
Wash.ME
Ancillary
activities
Print.ME
Feed.ME
Other Vending
Innovation &
Diversification
In-house R&D team
Our business is focused on three main areas:
What does ME Group do?
ME Group is an international market leader in
automated self-service equipment, aimed primarily
atthe consumer sector.
Our core activities are photobooth and laundry
operations and our machine estate comprises high
quality and user-friendly design across 18 countries.
The Group operates most of its vending equipment
anda percentage of the machine turnover or a fixed
fee, or a combination of these is paid to the site owner.
Our long-term contracts with site owners provide
predictable year-on-year recurring revenue streams
and visibility.
We are highly focused on maximising return on
capitalacross our services by offering best-in-class
automated solutions and a disciplined approach to
operational efficiencies.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
6
OUR BUSINESS MODEL
Supports our market-leading position and growth strategy
FURTHER DETAIL ON PAGE 11
INNOVATION & DIVERSIFICATION
In-house R&D capability to diversify products and services
CORE ACTIVITIES
Core activities include our two largest business areas by number of machines and revenue,
EBITDA andprofit before tax contribution. Our core activities offer significant geographic
scale, growth opportunities and / or revenue contribution. These services are sought by our
customers, as they offer complementary benefits including increased site footfall and
repeat business, and by consumers.
FURTHER DETAIL ON PAGE 12
Photo
Wash
Other Vending
The Group has a dedicated approach to innovation which supports the
diversification of our products and services. Our in-house R&D team of 50+
engineers is focused on creating new complementary services and evolving
the services offered across our existing estate in response to ever-changing
consumer needs, whilst maximising our return on investment.
ANCILLARY ACTIVITIES
Ancillary activities include our smaller businesses in terms of contribution to the Group,
which are cashgenerative and profitable. These machines are often located alongside our
core activities, benefitting from our ability to leverage existing site owner relationships,
and are maintained by ournetwork of field engineers.
FURTHER DETAIL ON PAGE 16
Digital printing kiosks
Food
service
vending
equipment
Children’s
rides
Photocopier
services
Photobooth operations Revolution laundry operations
MEGroup plc Annual Report 2024
7
Why invest?
ME Group has a significant competitive
advantage across its key markets. Its dominant
market position and high barriers to entry
position the Group for long-term success.
OUR VALUES
Through our strong and collaborative
teams, we meet the needs of our
partners and consumers by delivering
efficient and reliable services, whilst
contributing positively to the
localities,communities and the
environment in which we operate.
OUR VISION
To be the global market leader for
automated self-service equipment.
OUR MISSION
To service the needs of customers and
consumers across multiple different
touch-points.
OUR PURPOSE
Providing local services that make
everyday life easier.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
8
Asset lifecycle 5.
Our machines are designed to operate over
an extensive lifecycle which, in turn, generates
long-term profitable performance, supported
by low incremental costs for maintenance
and technological upgrades to provide a high
standardof service and best-in-class user
experience for consumers.
Our key strengths include:
Long-standing site
partnerships
2.
We have well-established long-term partnerships
and long-term contracts with site owners in
attractive, high-footfall locations, enabling us to
offer multiple products and services onsite as well
as providing good revenue visibility. Our machines
are maintained by our 650-strong network of field
engineers, minimising downtime and giving us
operational leverage.
Laundry opportunity 3.
Our laundry operations are rapidly growing, with
further opportunities for expansion across existing
and new markets, underpinned by a market-
leading offer and strong customer demand, whilst
providing site owners with a unique opportunity to
expand available services which drive site footfall.
A record number of machines were installed in
2024, with a long term target of installing 20,000+
machines globally.
Established
photobooths estate
4.
Our network of photobooths offers consumers
market-leading digital photo ID services for official
documents. Our photobooth estate is highly
cash-generative.
Strong financial
position
1.
Our strong financial position and highly cash
generative operations, provide predictable
cash flows and allow us to fund our capital
expenditureprogramme and invest in future
growth, alongside creating value for our
shareholders. In 2024, £107.4 million of cash
wasgenerated from operations.
Entrepreneurial spirit 6.
Proven track record of innovation and
diversification of services in response to the evolving
needs of our customers and consumers. Our two
R&D centres are pivotal in driving the advancement
of new products and technologies, supported by
investment from our strong levels of cash flow,
helping to create long-term value for investors.
MEGroup plc Annual Report 2024
9
Evolution of
businessmix
Growth of ME Group and the evolution of
products and services over the last five years.
Since 2019, the proportion of Group revenue from laundry operations has increased significantly
to32.1%in 2024 from 18.3% in 2019.
In 2024, laundry operations contributed 41.2% of Group EBITDA, compared with 23.4% in
2019. Duringthisperiod, Wash.ME EBITDA margin has increased to 51.4%, from 44.4% in 2019.
Laundryoperations contribute nearly three times more EBITDA than they did in 2019.
Vending Revenue
EBITDA
Photo.ME Wash.ME Print.ME Other vending
(including
Feed.ME)
Corporate costs
2024
£114.2m£61.6m £47.0m
£4.9m £11.2m
1
£(10.5m)
2024
2019
£69.7m£41.3m £16.3m
£6.8m £6.5m
£(3.4m)
2019
£200.9 m£147.7m £36.7m
£13.3m £3.2m
£285.4m£91.5m
£10.9m £9.8m
£173.2m
1
EBITDA for other vending also includes revenue
from the sale of food vending equipment
and the sale of other equipment, spare parts,
consumables & services.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
10
Our growth strategy
Our growth strategy is primarily focused on growing our core
business areas, which are laundry and photobooth operations,
as we utilise and reinvest cash generated from our operations
to drive future growth and returns through:
Entering new market segments; expanded our UK Revolution
laundry footprint at petrol forecourts through a new partnership
agreement with MFG
New product and technology innovation; the launch of Kee.ME,
our new automated key-cutting service as we continue to
diversify our operations
Expansion in existing and new geographic territories; entry into
Finland and Australia, including the trialling of 11 photobooths
inAustralia, our newest geographic region
Strategic mergers and acquisitions; integration of Japanese
photobooths estate acquired under FUJIFILM transaction.
Saleof SEMPA SAS to prioritise growth of core activities
Continued expansion and diversification of services; installation
of new proprietary software to upgrade the user experience and
services within our existing photobooth estate
Proportion of
Grouprevenue from
laundryoperations:
Laundry operations
contribution to
GroupEBITDA:
Wash.ME
EBITDAmargin
hasincreased:
2019
18.3%
2024
32.1%
2019
23.4%
2024
41.2%
2019
44.4%
2024
51.4%
MEGroup plc Annual Report 2024
11
Photo
Established, stable and profitable estate
generating strong cash flow, through long-
standing contracts with site owners, which
support investment in the Group’s growth
strategy and new product development.
The Group pays the site owner a percentage
of machine turnover or a fixed fee or a
combination of these.
Our photobooths offer
▪ Integrated proprietary software to conform to
International Standards Organisation (ISO) and
International Civil Aviation Organisation (ICAO) photo
ID regulations
▪ Secure digital photo ID technology to improve and
digitalise security ID, working closely with national
institutions to ensure compliance with Photo ID
standard and security requirements, offering secure
integrated solutions including biometric data capture,
secure and direct transfer of data and 3D facial
imagecapture
▪ Portraits and fun photos provide fun user
experiencessuch as beautifying, vintage,
portraitediting features, video capture etc.
Photobooths with integrated
biometric photo identification
solutions. A global leader in the
photoboothmarket for instant
photo ID, portraits and
funphotographs.
Our services are primarily aimed
atthe consumer market, with
machines typically located in
convenient, high-footfall locations
such as travel hubs, shopping
centres and supermarkets.
10
1
For the 12 months ended 31 October 2024
2
Vending revenue is earned from machines in operation
and excludes revenue from the sale of equipment,
consumables, spare parts and services. This has
previously been referred to as operating revenue.
Core business area
% OF GROUP TOTAL VENDING ESTATE
2023: 64.7%
PHOTOBOOTH UNITS IN OPERATION
30,613
2023: 30,762
OPERATIONS IN
18 countries
Australia, Austria, Belgium, China, Finland, France,
Germany, Ireland, Italy, Japan, Morocco, the
Netherlands, Portugal, Singapore, Spain, Switzerland,
United Kingdom, Vietnam
KEY FINANCIALS
1
VENDING REVENUE
2
£173.2m
2023: £172.5m
CHANGE
+0.4%
Constant currency:
+4.5%
EBITDA
£61.6m
2023: £61.8m
CHANGE
-0.3%
Constant currency:
+2.8%
EBITDA MARGIN
35.6%
2023: 35.8%
CHANGE
-0.3%/bps
Constant currency:
-0.6%/bps
AVERAGE REVENUE PER
MACHINE
(
EXCL. VAT
)
£5,644
2023: £5,869
CHANGE
-4.5%
Constant currency:
-0.7%
63.5%
STRATEGIC REPORT
MEGroup plc Annual Report 2024
12
Rollout of next-generation photobooths
Our latest photobooths offer consumers a multi-
functional booth providing a range of services in
addition to our core photo ID product.
Features include:
▪ Photo ID for official documentation with secure
upload technology
▪ User personalisation services, using AI and
photo filter technology for fun images
▪ ‘Mobile to print’ functionality for photographs
Deployment strategy:
▪ 2,000 next-generation photobooths installed
asat 31 October 2024
▪ Capital expenditure for photobooths was
£17.1million
▪ Plans to install 8,000 next-generation
photobooths by the end of FY 2027
▪ Installation of new cloud-based proprietary
software to upgrade to existing photobooth
estate. Target installations: 3,200 machines in
France in 2025, followed by a Europe-wide
deployment to a further 4,600 machines in 2026
Photo ID
for official
documentation
with secure
upload
technology
‘Mobile to print’
functionality for
photographs
User
personalisation
services, using A1
and photo filter
technology for
funimages
Photo
Features include:
MEGroup plc Annual Report 2024
13
% OF GROUP TOTAL VENDING ESTATE
2023: 11.6%
LAUNDRY UNITS DEPLOYED
1
7,892
2023: 6,870
OPERATIONS IN
12 countries
Austria, Belgium, China, France, Germany, Ireland,
Japan, the Netherlands, Portugal, Spain,
Switzerland, United Kingdom
KEY FINANCIALS
2
VENDING REVENUE
3
£91.5m
2023: £77.3m
CHANGE
+18.4%
Constant currency:
+20.4%
EBITDA
£47.0m
2023: £39.5m
CHANGE
+19.0%
Constant currency:
+21.0%
EBITDA MARGIN
51.4%
2023: 51.1%
CHANGE
+0.3%/bps
Constant currency:
+0.2%/bps
AVERAGE REVENUE PER
MACHINE
(
EXCL. VAT
)
£15,204
2023: £15,454
CHANGE
+2.1%
Constant currency:
+3.7%
13.4%
Wash
Why consumers use our laundry machines
▪ Large capacity – up to 20KG capacity machines to
wash items too large for domestic washing machines
– for example duvets and horse blankets
▪ Speed – offering energy-efficient quick wash and
dryoptions
▪ Corporate and communal use – small businesses such
as hairdressers and restaurants; other users such as
local sports teams
Unattended 24/7 laundry services
and launderettes.
Rapidly expanding network of
largecapacity self-service laundry
services, in high footfall locations
through new and existing
partnerships with strategic site
owners offering a range of
machineformats for partners
andend consumers.
The Group pays the site owner a
percentage of machine turnover
orfixed fee, or a combination of
these. Laundry is increasing as a
proportion of total Group
revenueand EBITDA.
10
1
Laundry units owned, sold and acquired.
2
For the 12 months ended 31 October 2024.
3
Vending revenue is earned from machines in
operation and excludes revenue from the sale of
equipment, consumables, spare parts and
services. This has previously been referred to as
operating revenue.
Core business area
STRATEGIC REPORT
MEGroup plc Annual Report 2024
14
Rollout of Revolution laundry machine
▪ A record 1,168 Revolution laundry machines
wereinstalled in FY 2024 in France and the
UnitedKingdom, including full range of formats
e.g. the compact ‘Flex’ model.
▪ Exceeded target of an average of 80-90 units
installed per month.
▪ 900 net machines installed, after the relocation
ofmachines to maximise quality and
profitability of estate.
▪ Capital expenditure was £25.4 million.
▪ At 31 October 2024, the Group operated 6,433
Revolution laundry machines.
New Partnerships
Motor Fuel Group (“MFG”), the UK’s
largest independent forecourt operator.
ME Group can install and operate up to 300 Wash.
ME Revolution laundry machines across MFG sites
over the next five years.
Wash.ME Revolution laundry machines give
consumers access to self-service, large-capacity
(9kg and 20kg drums), energy-efficient, high-
speed washing and drying laundry services,
24hours a day, seven days a week.
Morrisons, one of the UK’s largest
supermarket chains, with more than
490sites nationwide.
Extended existing relationship with a key strategic
partner WM Morrisons Supermarket Limited
(“Morrisons”) under which ME Group operates
488 photobooths, 424 children’s rides and
37 Revolution laundry machines at Morrisons
locations in the UK.
Under the new five-year contract, ME Group will
install at least 200 Revolution laundry machines
at Morrisons locations, which are expected to be
installed over the next three years.
1,000th Revolution laundry milestone
achieved in the UK
In 2024, the Group installed its 1,000th Revolution
laundry machine in the UK, following the rapid
expansion of its self-service laundry machines.
In the year, more than 330 machines were
installed in convenient, high-footfall sites, including
petrol forecourts and supermarkets across
the UK, building on its long-term relationships
and contracts with site owners alongside new
partnerships. At the year end, the Group operated
1,650 machines in the UK and Republic of Ireland.
MEGroup plc Annual Report 2024
15
Our digital printing offer
▪ Industry-leading technology offering a wide range of
competitively-priced, high-quality printing formats and
personalised products from smartphones.
▪ Fully integrated with major social media networks,
providing consumers with convenient, easy-to-use,
reliable services for a seamless customer experience.
High-quality digital printing kiosks.
Convenient, affordable and
easy-to-use instant-printing
services for consumers, positioned
in attractive high-footfall locations
across Europe.
The Group pays the site owner a
percentage of machine turnover or
fixed fee or a combination of these.
10
Print
% OF GROUP TOTAL VENDING ESTATE
2023: 10.0%
UNITS IN OPERATION
4,526
2023: 4,734
OPERATIONS IN
9 countries
Belgium, China, France, Germany, Japan, the
Netherlands, Portugal, Spain, Switzerland,
UnitedKingdom
KEY FINANCIALS
1
VENDING REVENUE
2
£10.9m
2023: £11.3m
CHANGE
-3.5%
Constant currency:
-1.8%
EBITDA
£4.9m
2023: £4.2m
CHANGE
+16.7%
Constant currency:
+21.4%
EBITDA MARGIN
45.0%
2023: 37.2%
CHANGE
+7.8%/bps
Constant currency:
+8.8%/bps
AVERAGE REVENUE PER
MACHINE
(
EXCL. VAT
)
£2,354
2023: £2,374
CHANGE
-0.8%
Constant currency:
+1.0%
9.4%
1
For the 12 months ended 31 October 2024.
2
Vending revenue is earned from machines in
operation and excludes revenue from the sale of
equipment, consumables, spare parts and
services. This has previously been referred to as
operating revenue.
Ancillary business areas
STRATEGIC REPORT
MEGroup plc Annual Report 2024
16
Other vending (Including Feed.ME)
Typically situated at high-footfall
sites where the Group has an existing
relationship with the site owner and
can benefit from operating
synergies, such as using its field
engineer and maintenance network.
The Group pays the site owner a percentage of machine
turnover or a fixed fee or a combination of these.
The Group also sells self-service fruit juice machines (B2C) and
pizza machines (B2B). Contracts typically include a maintenance
agreement for the Group to service the equipment for the
duration of the contract.
In May 2024, the Group disposed of its commercial self-service
fresh fruit juice equipment business, SEMPA SAS. As SEMPA SAS
contributed a large share of Feed.ME revenue (2023: £4.8m), the
remaining Feed.ME business has now been incorporated into
the Other Vending ancillary business area. The comparative
figures for Other Vending have been adjusted to include
Feed.ME.
Operations primarily include:
▪ Feed.ME vending equipment for food and fruit juice
servicemarket.
▪ Amuse.ME self-service traditional amusement and interactive
children’s rides.
▪ Copy.ME photocopiers which enable consumers to
reproducephysical documents, safely and securely, using
thelatest technology.
1
For the 12 months ended 31 October 2024.
2
Total revenue is vending revenue from the
operation of Other Vending machines plus
revenue from the sale of equipment,
consumables, spare parts and services.
% OF GROUP TOTAL VENDING ESTATE
2023: 14.4%
UNITS IN OPERATION
6,629
2023: 6,496
FRESH ORANGE JUICE MACHINES
460
in Japan and Australia
OPERATIONS IN
14 countries
Australia, Austria, Belgium, China, France,
Germany, Ireland, Japan, the Netherlands,
Portugal, Spain, Singapore, Switzerland,
UnitedKingdom
KEY FINANCIALS
1
TOTAL REVENUE
2
£28.0m
2023: £32.3m
CHANGE
-13.3%
Constant currency:
-9.9%
EBITDA
£11.2m
2023: £12.6m
CHANGE
-11.1%
Constant currency:
-8.7%
EBITDA MARGIN
40.0%
2023: 39.0%
CHANGE
+1.0%/bps
Constant currency:
+0.5%
/bps
13.7%
MEGroup plc Annual Report 2024
17
Sir John Lewis OBE
Non-executive Chairman
Driving value to
ourshareholders
I am pleased to report the Group’s
financial results for the 12 months ended
31 October 2024, which was yet another
year of record profitability.
MEGroup plc Annual Report 2024
18
STRATEGIC REPORT | CHAIRMAN’S STATEMENT
In 2024, the Group delivered a strong performance
across its key financial metrics including a
3.4% increase in revenue (up 6.8% excluding
FXimpact4), a 7.1% increase in EBITDA (up 10.2%
FXimpact4) and, most encouragingly, a 9.4%
increase in reported profit before tax (up 10.4%
excluding FX impact
4
). Profit before tax during the
period reached a record level of £73.4 million.
This performance was achieved despite foreign
exchange headwinds through the financial
year (“FX impact
4
”) which saw the value of
the Japanese yen and the euro against the
British pound sterling decline by 12.0% and 2.1%
respectively compared with 2023.
Given the FX headwinds throughout 2024,
the Group is exploring options to mitigate its
exposureto currency risk. This includes hedging
its large GBP commitments, such as dividends.
However, as the Group earns a large share of its
revenue in foreign currencies, its consolidated
results will be impacted by exchange rate
fluctuations to some extent.
This strong performance reflects robust
demandfor our products and services as well
as the significant competitive advantages that
ME Group holds which position the Group for
long-term success.
In 2023, we were pleased to have been included
as a constituent of the FTSE 250 index and, since
then, the Group has continued to deliver on its
growth strategy and build on our position as a
leader in instant-service vending equipment,
primarily aimed at the consumer market.
Our growth strategy
The Group’s growth strategy is primarily focused
on laundry expansion as we continue to diversify
our operations and drive attractive levels of return
on invested capital. This is reflected by our strong
performance against our targeted payback
periods and return on capital, which significantly
exceeds our cost of capital.
Our core activity is to install and operate
automated vending equipment, primarily
photobooths and laundry machines, in high
footfall areas in return for commission and/or a
fixed fee. We benefit from an established and
dominant market position and high barriers to
entry, underpinned by the Group’s key strengths
which include long-standing partnerships with
siteowners; growth of our laundry operations;
stable cash flows from our established
photoboothestate; and the extended lifecycle
ofour assets.
Our innovative approach allows us to refresh
and diversify the services available through
our machines, alongside a disciplined
financialapproach and a focus on minimising
production and operational costs, enabling us to
capitalise on operating leverage as we grow our
machine estate.
The Board
Post-period end, the Group announced two
changes to the composition of its Board
ofDirectors.
On 6 November 2024, Emmanuel Olympitis
(Non-executive Director) informed the Board of
his decision to step down from his role and leave
the Board with effect from 30 November 2024.
Emmanuel served as Senior Independent Director,
Chair of the Remuneration Committee and was a
member of the Audit and Nomination Committees.
Following Emmanuel’s departure, René Proglio,
an Independent Non-executive Director and
Chair of the Audit Committee, became the
SeniorIndependent Director and Françoise
Coutaz-Replan, an Independent Non-executive
Director and member of the Audit and
Remuneration Committees, became Chair of the
Remuneration Committee and she joined the
Nomination Committee.
REPORTED REVENUE
£307.9m
12 months ended 31 October 2024
NET CASH POSITION
£38.2m
As at 31 October 2024
2024 Overview
MEGroup plc Annual Report 2024
19
On 3 December 2024, Camille Claverie
(Non-executive Director) informed the Board
of her decision to step down, with effect from
4 December 2024.
On behalf of the Board, I would like to thank
Emmanuel and Camille for their hard work and
valuable contributions over the years and we wish
them all the best for the future.
The Board of Directors continues to believe
the Company has a strong leadership team
in placetocontinue delivering on the Group’s
long-term growth strategy. Given that two
Non-executive Directors stepped down after
the year end, the Nomination Committee is
considering the composition of the Board in the
current financial year.
Dividends
The Company’s dividend policy seeks to pay
annual dividends in excess of 55% of the Group’s
annual profits after tax, subject to market and
capital requirements. Typically, one-third of this
is paid as an interim dividend (paid in November)
and the remaining two-thirds is paid as a final
dividend (paid in May).
In line with this policy and the strong financial
performance, the Board declared an interim
dividend in respect of FY2024 of 3.45 pence
per Ordinary share (the “Interim Dividend”), an
increase of 16.2%, which amounted to £13.0 million,
paid to shareholders on 29 November 2024, for
those on the register on7 November 2024.
The Board has recommended a final dividend
for 2024 of 4.45 pence per Ordinary share (“Final
Dividend”) amounting to £16.8 million. Together
with the Interim Dividend, this brings the total
dividend for FY 2024 to 7.90 pence per Ordinary
share (£29.8 million), an increase of 6.8% and
representing 55.3% of the Group’s earnings per
share for FY24.
Subject to approval at the Company’s annual
general meeting on 25 April 2025, the Final
Dividend will be paid on 23 May 2025 to
shareholders on the register at close of business
on 25 April 2025. The ex-dividend date will be
24 April 2025.
Chairman’s Statement continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
20
Cancellation of Treasury Shares
On 12 July 2024, the Board passed a resolution to
cancel all of its 2,368,626 ordinary shares of 0.5
pence each held in treasury with effect from the
same date. These shares held in treasury were
purchased via the previously announced buyback
at an average price of 133.17 pence per ordinary
share. As of 31 October 2024, the total issued share
capital comprised 376,763,753 ordinary shares of
0.5p each and the total number of voting rights is
376,763,753.
Defined benefit pension scheme
The Company runs a defined benefit pension
scheme, the Photo-Me International Plc Pension
and Life Assurance Fund. In November 2024, the
Trustee of the Fund entered into an insurance
contract with Legal & General that provides
pensions for certain members of the Fund. As a
result, the benefits for all members of the Fund
are now secured with an insurance company, via
policies in the name of the Trustee. The intention is
that in due course these policies will be transferred
into the name of the individual members and the
Fund wound-up.
To provide additional security to the Fund, the
Company previously set up an Escrow account
which the Fund could call upon in certain
circumstances. This has a value of circa £1 million
and once the Fund has been wound-up the Escrow
funds can be released to the Company.
Sustainability
We remain committed to strengthening our
sustainability activity to deliver our goals through
inventing eco-responsible local services to support
growth by integrating social, environmental, and
economic expectations into our strategy and
operations. Details of our Sustainability approach
and KPIs are set out on pages 46 to 65.
Looking ahead
We are focused on delivering our long-term
growth strategy, driven by further progress in
our core photobooth and laundry activities.
We will continue our journey to modernise and
upgrade our machine estate as we rollout our
next generation photobooth, and at the same
time continue to evolve our business mix through
the rapid expansion of our laundry operations.
Furthermore, we will further diversify the products
and services we offer our strategic partners and
end consumers through our innovation strategy.
In FY 2025 year-to-date, we have continued
to make progress in expanding our Revolution
laundry estate, with Revolution laundry
installations progressing as planned. In FY
2025, we anticipate installing a total of 1,200 net
Revolution laundry machines across our target
geographies and expect to install 3,200 next-
generation photobooths. As a result, the Board
anticipates profit before tax to be between
£76 million and £80 million.
The Board remains confident in the Group’s
growth strategy and strong financial position,
which provide a platform for future growth
opportunities.
Sir John Lewis OBE
Non-executive Chairman
24 February 2025
Our strong performance reflects robust demand for our products
and services as well as the significant competitive advantages that
ME Group holds.
MEGroup plc Annual Report 2024
21
Serge Crasnianski
Chief Executive Officer & Deputy Chairman
Another year of
recordprofitability
Our core business areas have once again
delivered good growth across our
geographies, which in turn delivered
Revenue, EBITDA and Profit before tax
growth for the Group.
MEGroup plc Annual Report 2024
22
STRATEGIC REPORT | CHIEF EXECUTIVE’S REPORT
We are pleased to report another year of strong
performance and record profitability in 2024.
The positive trading momentum throughout
H1 2024 continued in H2 2024 and reflected
further strategic progress from the Group’s core
automated photobooth and laundry operations
which are both exceptionally profitable and
highly cash generative. We remained focused on
profitability, returns and cash generation, with
these metrics being key performance indicators
forthe Group.
Our core business areas have once again delivered
good growth across our geographies, which in turn
delivered revenue, EBITDA and Profit Before Tax
growth for the Group.
Financial performance
In line with the Group’s strategic focus, our core
business areas of Photo.ME and Wash.ME
continued to be the main driver. Our photobooth
operations (Photo.ME) continued to deliver stable
cash flow which supported our investments across
our business, whilst laundry operations (Wash.ME)
further expanded in terms of the number of units
and their financial contribution to the Group.
Total revenue increased by 3.4% to £307.9 million
(2023: £297.7 million). However, excluding
the FXimpact
4
revenue grew by 6.8%. This
performance was mainly driven by strong growth
in our Wash.ME Revolution laundry business which
delivered a 19.1% increase to vending revenue
year-on-year (up 21.2% excluding the FX impact
4
)
as we continued to expand our laundry operations
in key geographies, with Wash.ME vending
revenue in Continental Europe up 19.8% and up
15.7% in the UK & Republic of Ireland.
By geography, our largest region Continental
Europe, reported revenue growth of 1.9% (up
3.8% excluding FX impact
4
) and the UK &
Republic of Ireland reported revenue growth of
2.1% (up 2.7% excluding FX impact
4
). Asia Pacific
revenue increased by 12.2% (up 24.6% excluding
FX impact
4
) following integration of the recent
photobooth acquisition in Japan.
As a result of the above, Group EBITDA increased
by 7.1% to £114.2 million (up 10.2% excluding
FXimpact
4
), and delivered an expanding Group
EBITDA margin of 37.1% (2023: 35.8%).
Reported profit before tax improved by
£6.3 million to £73.4 million (2023: £67.1 million), an
increase of 9.4% (up 10.4% excluding FX impact
4
).
The Group’s corporation tax charge for the
year was £2.9 million higher at £19.3 million,
resultinginan effective tax rate of 26.3%. In 2023,
the tax charge was £16.4 million, an effective tax
rate of 24.5%.
Capital expenditure was £54.6 million, primarily
related to laundry (£25.4 million), photobooths
(£17.1 million), kiosks (£0.7 million), and plant,
machinery and vehicles (£4.5 million).
REVENUE
£307.9m
12 months ended 31 October 2024
PROFIT BEFORE TAX
£73.4m
12 months ended 31 October 2024
Business review
MEGroup plc Annual Report 2024
23
Cashflow and net cash position
31 October
2024
31 October
2023
Opening net cash £33.9m £34.0m
Cash generated from operations £107.4m £109.9m
Payments in relation to provisions and pensions £(0.8)m £(0.9)m
Net interest paid £(1.9)m £(1.2)m
Taxation £(17.5)m £(20.2)m
Net cash generated from operating activities £87.2m £87.6m
Net cash used in investing activities £(47.6)m £(57.0)m
Net cash used in financing activities £(34.7)m £(30.8)m
Net cash generated / (utilised) £4.9m £(0.2)m
Impact of exchange rates £(0.6)m £0.1m
Net cash inflow / (outflow)
£4.3m £(0.1)m
Closing net cash
£38.2m £33.9m
Consisting of:
Cash and cash equivalents
£86.1m £111.1m
Non-current borrowings
£(28.5)m £(50.2)m
Current borrowings
£(19.4)m £(27.0)m
Closing net cash
£38.2m £33.9m
Chief Executive’s Report continued
The Group remains highly cash generative, with
cash generated from operations amounting to
£107.4 million (2023: £109.9 million).
In the year the Group disposed of property and
other fixed assets for £3.3m and a subsidiary,
SEMPA SAS, for £3.7m. These proceeds offset with
capital expenditure of £54.6m resulting in lower
net cash used in investing activities of £47.6m.
The Group remains well capitalised and in
a strongfinancial position, with net cash of
£38.2 million as at 31 October 2024 (2023:
£33.9 million), up 12.7%, and excluding FX impact
4
,
net cash increased by 23.3%.
Further details of the Group’s performance by
business area and geographic region are set out
on pages 25 to 35.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
24
Photobooths and secure integrated
biometric photo ID solutions
(Corebusiness)
12 months
ended
31 October 2024
12 months
ended
31 October 2023
Number of units in
operation
30,613 30,762
Percentage of total
group vending estate
(number of units)
63.5% 64.7%
Vending Revenue
1
£173.2m £172.5m
Capex
£17.1m £8.9m
EBITDA
£61.6m £61.8m
1
Vending revenue is earned from machines in operation and
excludes revenue from the sale of equipment, consumables,
spare parts and services. This has previously been referred to as
operating revenue.
Our established photobooth operations remain
the Group’s largest business by number of units,
revenue and EBITDA contribution. This core
business area delivered solid demand and stable
cash flow. Part of the cash generated from
photobooths is reinvested to support the Group’s
growth strategy, including the ongoing expansion
of Wash.ME.
Photobooth activities performed as expected with
total vending revenue up 0.4% at £173.2 million
(up 4.4% excluding FX impact
4
). While Continental
Europe is the largest contributor of vending revenue
by region, Asia Pacific delivered the strongest
growth, up 15.6% year-on-year (up 28.7% excluding
FX impact
4
), which reflected the expansion of the
photobooth service in Japan following the Group’s
acquisition in October 2023. Vending revenue in the
UK and Ireland was down by 10.6% due to end of a
high commission contract that has had an impact
on revenues but a much more limited impact on
profits due to the high commission rate.
In total, Photo.ME represented 56.3% of Group
revenue. The average revenue per machine
(excluding VAT) was £5,644 per year (2023: £5,908).
However, this reduction was mainly due to
currency impact alongside slightly lower demand
in H1 2024. Excluding the FX impact
4
, the average
revenue per machine reduced by 0.7%.
EBITDA was broadly flat at £61.6 million
(2023:£61.8 million) and represented 53.9% of total
Group EBITDA. The EBITDA margin was 35.6%.
Capex increased to £17.1 million, up 92.1%,
as the Group progressed with its rollout of
next-generation photobooths, with more than
1,980 installed during 2024, primarily in France,
prioritising the replacement of older machines in
high-footfall locations.
At 31 October 2024, the number of photobooths
in operation was 30,613, in line with the prior year
(2023: 30,762). Photobooths represented 63.5% of
the Group’s total vending estate.
Growth strategy update
The photo ID market across existing and new
geographic markets remains attractive for
longer-term opportunities.
In 2025, we plan to invest between £10.0 million
and £12.0 million in our photobooth operations,
with the majority of this investment targeted on
replacing old machines.
In France, which accounts for more than
half of the Group’s photobooth revenue,
the Group is progressing deployment of its
next-generation photobooth, with a total of
1,980 machines installed to date. These machines
offer consumersenhanced services in addition to
core official photo ID secure upload technology,
such as user personalisation through AI, photo
filter technology for fun images and ‘mobile to
print’ functionalities. While installations have
been slightly slower than anticipated, partly
due to some technical issues, the Group plans
to have installed 8,000 next-generation
photobooths by the end of financial year 2027.
The Group’s operations are categorised into core activities
(photobooths and laundry) and ancillary activities (digital printing
and other vending). Below is an overview of each of the Group’s
business areas.
Overview of principal business areas
MEGroup plc Annual Report 2024
25
Chief Executive’s Report continued
In addition, the Group is modernising the hardware
of its existing photobooth estate by installing new
proprietary software. This includes additional
features and improved consumer functionality
which is being installed across our Starbooth estate
in France. The upgrade programme is expected to
be completed by October 2025 and will see c3,200
Starbooths upgraded.
Last year, we announced a trial of 11 photobooths
across Sydney and Melbourne, having entered the
Australian market in 2021 via a small acquisition.
The trial is ongoing and operations in Australia
remain at an early stage.
Unattended Revolution laundry services
and laundrettes (Core Business)
12 months
ended
31 October 2024
12 months
ended
31 October 2023
Total Laundry units
deployed (owned, sold
and acquisitions)
7,892 6,870
Total revenue from
Laundry operations
1
£95.8m £81.6m
Total Laundry EBITDA
£47.0m £39.5m
Revolution
Number of
Revolutions in
operation
6,433 5,533
Percentage of total
group vending estate
(number of units)
13.3% 11.6%
Vending revenue from
Revolutions
2
£90.6m £76.1m
Revolution capex
£25.4m £24.7m
1
Revenue from the operation of laundry machines plus revenue
from the sale of laundry machines.
2
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services. This has previously been referred to as
operating revenue.
Our estate of Wash.ME unattended laundry
services offer consumers affordable, large-
capacity washing machines in convenient
locations,whilst driving repeat business to
partner sites and increasing dwell time. This core
businessarea is the Group’s fastest-growing
business by number of machine installations,
revenue and EBITDA.
Total revenue from laundry operations grew
by 17.4% to £95.8 million (up 19.5% excluding FX
impact
4
), driven by the expansion of our Revolution
laundry operations which generate a higher level
of turnover.
At 31 October 2024, the total number of laundry
units deployed (owned and sold) was up 14.9% at
7,892. Total laundry EBITDA increased by 19.0%
to £47.0 million (up 21.0% excluding FX impact
4
).
Total laundry EBITDA margin was 49.1%,
compared with 48.4% in 2023.
Revolution laundry operations
drivinggrowth
During 2024, a record number of Revolution
machines were installed, with 1,168 machines
(consisting of 900 new machines and 268
relocations) added across key regions including
France and the UK. This resulted in a 16.3%
increase in the total number of Revolution
machines to 6,433, in line with our target rate
of 80-90 installations each month. Revolution
laundry machines accounted for 13.3% of the
Group’s total estate by number of machines,
up from 11.6% in 2023.
Vending revenue from Group-operated Revolution
laundry machines grew by 19.1% to £90.6 million
(up 21.2% excluding the FX impact
4
). This growth
reflected an increase in consumer demand and
estate expansion across our key focus markets,
with laundry vending revenue in Continental
Europe up 19.8% (up 22.2% excluding FX impact
4
)
and up 15.7% in the UK and Republic of Ireland
(up 17.0% excluding FX impact
4
).
Revolution laundry operations represented
29.4% of Group revenue, up from 25.6% in 2023.
The average revenue per machine (excluding
VAT) increased by 2.3% to £15,143 per year (2023:
£14,795). Excluding the FX impact
4
, the average
revenue per machine increased by 4.2%.
Revolution Capex increased 2.8% to £25.4 million,
which was almost solely related to the costs
associated with deploying Revolution machines,
including purchase and installation costs.
Growth strategy update
The expansion of laundry operations is a key
growth driver for the Group as we continue to
expand operations through new and existing
STRATEGIC REPORT
MEGroup plc Annual Report 2024
26
partnerships in target territories and convenient,
high-footfall locations. During 2024 we secured
several new strategic partnerships, including with
leading independent forecourt operator Motor
Fuel Group (“MFG”). Under the agreement with
MFG, the Group will be able to install and operate
up to 300 Wash.ME Revolution laundry machines
across MFG sites in the UK over the next five years.
We signed a new agreement with Morrisons
Supermarket Limited (“Morrisons”) to extend
our existing partnership. Under the existing
relationship, the Group operates and maintains
500 photobooths, 250 children’s rides and
37 Revolution laundry machines across Morrisons
sites in the UK. The new five-year agreement
will see the Group install at least 200 Revolution
laundry machines at these supermarket locations
over the next two years.
These large scale roll-out partnerships help to
increase visibility over installations and these
high quality locations ensure that our Revolution
Laundry units perform exceptionally well on a
revenue basis.
During 2025 the Group plans to install circa 1,200
net Revolution laundry machines in key territories,
at an investment of between £28.0 million and
£32.0 million, with a target return on investment in
approximately 18 months.
High-quality digital printing services
(Ancillary business)
12 months
ended
31 October 2024
12 months
ended
31 October 2023
Number of units in
operation
4,526 4,734
Percentage of total
group vending estate
(number of units)
9.4% 10.0%
Vending Revenue
1
£10.9m £11.3m
Capex
£0.7m £3.1m
EBITDA
£4.9m £4.2m
1
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services. This has previously been referred to as
operating revenue.
Our estate of digital printing kiosks offers a wide
range of competitively priced print formats and
personalised products, with operations in France,
where most machines are situated, the UK and
Switzerland. Print.ME is an ancillary business area.
Vending revenue was 3.5% lower at £10.9 million
(2023: £11.3 million), due to some FX impact
4
and the redeployment of 240 machines to a
new contract with FNAC, a leading French
multinational retail chain. This contract
employs adifferent business model and the
revenue earned from it is recognised in sales of
consumables, outside of the Print.ME segment.
This has contributed to the like-for-like drop
in vending revenue. Excluding the FX impact
4
vending revenue was reduced by 1.8%.
MEGroup plc Annual Report 2024
27
Chief Executive’s Report continued
The average revenue per machine (excluding VAT)
was stable at £2,354 per year and excluding the
FX impact
4
it was £2,397 per year (2023: £2,374).
Capex during the period amounted to £0.7 million
(2023: £3.1 million) primarily focused on a
programme of installing new lower-cost and
compact Speedlab machines in France.
EBITDA increased by 16.7%% to £4.9 million
(2023:£4.2 million) and it represented 4.3% of
Group EBITDA. The EBITDA margin increased to
45.0% (2023: 37.2%). Excluding the FX impact
4
,
EBITDA was 21.4% higher than in 2023.
At 31 October 2024, the Group had 4,526 digital
printing kiosks in operation (2023: 4,734) which
account for 9.4% of the Group’s total vending units
in operation (2023: 10.0%).
While Group capex is focused on growing its
core activities, it continues to invest in ancillary
activities where target returns can be achieved.
In 2025, the Group plans to invest between £5.0 to
£10.0 million of capex in the Print.ME business to
further roll out its new Speedlab machines, initially
in France.
Other Vending (including Feed.ME)
(Ancillary business)
On 22 May 2024 the Group announced that,
following a review of operations, its subsidiary
company ME GROUP GSS had sold its entire
interest in SEMPA SAS (“Sempa”) to Food Machine
Invest. While the Feed.ME business area remains
attractive, it has developed more slowly post-
pandemic than anticipated. Subsequently, the
Board is prioritising investment in the Group’s
core activities, laundry and photobooths, where
there are attractive long-term opportunities,
particularly in the growth of its laundry operations.
Under Feed.ME the Group operates 460 freshly
squeezed orange juice vending machines and
continues to sell a small number of pizza vending
equipment. Subsequently, reflecting its size, Feed.
ME business area has been incorporated into the
Group’s ancillary business area of Other Vending.
In 2023 SEMPA contributed £4.8 million revenue.
The comparative figures for Other Vending have
been adjusted to include Feed.ME.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
28
Other Vending
12 months
ended
31 October 2024
12 months
ended
31 October 2023
Number of units in
operation
6,629 6,496
Percentage of total
group vending estate
(number of units)
13.7% 13.6%
Vending revenue
1
£9.8m £10.6m
Revenue from the sale
of equipment
£18.2m £21.7m
Capex
£2.7m £2.4m
EBITDA
£11.2m £12.6m
1
Vending revenue is revenue earned from machines in operation
and excludes revenue from the sale of equipment, consumables,
spare parts and services. This has previously been referred to as
operating revenue.
At 31 October 2024, the Group operated 6,629
Other Vending units (2023: 6,496), which
represented 13.7% of the Group’s total vending
estate by number of units. These included 2,400
children’s rides (Amuse.ME), 3,388 photocopiers
(Copy.ME), 460 freshly squeezed orange juice
vending machines (Feed.ME) and 381 other
miscellaneous machines.
These services are ancillary activities with
machines typically located in high-footfall
locations alongside the Group’s principal activities,
there by benefiting from existing site owner
relationships and operating synergies. Feed.ME
units are mostly situated in Japan and Australia.
Amuse.ME units are mostly situated in the United
Kingdom and the Netherlands. Copy.ME units are
mostly situated in France. The Group will continue
to operate Other Vending units where profitable.
In addition, the Group sells pizza-vending
equipment in Continental Europe and the UK,
albeit on a small scale, with 29 pizza machines
sold in 2024. It is expected this will remain a small
financial contributor to the Group going forward.
Vending revenue from Other Vending was
£9.8 million (2023: £10.6 million) and represented
3.2% of the Group’s total revenue. In addition, the
Group earned £18.2 million of revenue from the
sale of food vending equipment and the sale of
other equipment, spare parts, consumables &
services (2023: £21.7 million).
EBITDA for Other Vending was £11.5 million
(2023: £12.6 million), with an EBITDA margin of
41.1%. Excluding the FX impact
4
, total revenue was
£29.1 million and EBITDA was £11.7 million.
Serge Crasnianski
Chief Executive Officer & Deputy Chairman
24 February 2025
Ancillary activities include machines typically located in high-
footfall locations alongside the Group’s core activities,there
by benefiting from existing site owner relationships and
operating synergies.
MEGroup plc Annual Report 2024
29
Innovation and
Diversification
The Group has a dedicated approach to
innovation which supports the diversification
of our products and services.
An in-house R&D team of 50+ engineers is
focused on creating new complementary
services and evolving the services offered
across our existing estate in response to
ever-changing consumer needs, whilst
maximising return on investment.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
30
Alongside its core activities, the Group continues to explore new
services which can address ever changing consumer needs. Our
latest developments include Kee.ME, a new automated key cutting
booth, which builds on the heritage of the Company’s Grenoble-
based subsidiary, KIS (Key Independent Systems), founded in 1963,
commercialised the first automatic key cutting machine. To date,
the Group has three machines in operation in France and, whilst at
an early trial stage, the initial results are positive and have shown
good interest from our customers and from consumers.
MEGroup plc Annual Report 2024
31
Review of Performance
by
Geography
Commentary on the Group’s financial performance is set out
below, in line with the segments as operated by the Board and the
management of the Group. These segmental breakdowns are
consistent with the information prepared to support the Board’s
decision-making. Although the Group is not managed around
product lines, some commentary below relates to the performance
of specific products in the relevant geographies.
Vending units in operation
At October 2024 At October 2023
Number of units % of total estate Number of units % of total estate
Continental Europe 26,909 55.8% 26,232 55.1%
UK & Republic of Ireland
6,321 13.1% 6,297 13.2%
Asia Pacific
15,000 31.1% 15,037 31.6%
Total
48,230 100% 47,566 100%
The total number of vending units in operation at 31 October 2024 increased by 1.4% to 48,230
(2023: 47,566), predominantly driven by laundry installations across Continental Europe and the
UK & Republic of Ireland.
Key financials
The Group reports its financial performance based on three geographic regions of operation:
(i)Continental Europe; (ii) the UK & Republic of Ireland; and (iii) Asia Pacific.
Revenue by geographic region
12 months ended
31 October 2024
12 months ended
31 October 2023
Continental Europe £209.0m £205.2m
UK & Republic of Ireland
£49.2m £48.2m
Asia Pacific
£49.7m £44.3m
Total
£307.9m £297.7m
STRATEGIC REPORT
MEGroup plc Annual Report 2024
32
Analysis of revenue by geographic region
12 months ended 31 October 2024
Continental
Europe
United Kingdom
&Ireland Asia Pacific Total
Photo.ME £111.6m £19.3m £42.3m £173.2m
Wash.ME
£64.1m £27.2m £0.2m £91.5m
Print.ME
£10.7m £0.1m £0.1m £10.9m
Other Vending (including Feed.ME)
£1.8m £1.6m £6.4m £9.8m
Total Vending Revenue
£188.2m £48.2m £49.0m £285.4m
Sales of equipment, spare parts,
consumables & services
£20.8m £1.0m £0.7m £22.5m
Total Revenue
£209.0m £49.2m £49.7m £307.9m
12 months ended 31 October 2023
Continental
Europe
United Kingdom
&Ireland Asia Pacific Total
Photo.ME £114.3m £21.6m £36.6m £172.5m
Wash.ME
£53.5m £23.5m £0.3m £77.3m
Print.ME
£11.1m £0.1m £0.1m £11.3m
Other Vending (including Feed.ME)
£2.1m £1.8m £6.7m £10.6m
Total Vending Revenue
£181.2m £47.0m £43.5m £271.7m
Sales of equipment, spare parts,
consumables & services
£24.0m £1.2m £0.8m £26.0m
Total Revenue
£205.2m £48.2m £44.3m £297.7m
Operating profit by geographic region
12 months ended
31 October 2024
12 months ended
31 October 2023
Continental Europe £68.1m £62.6m
UK & Republic of Ireland
£13.0m £12.4m
Asia Pacific
£4.1m £4.3m
Corporate costs
£(10.8)m £(11.8)m
Total
£74.4m £67.5m
Total revenue increased by 3.4% to £307.9 million (2023: £297.7 million) and operating profit by 10.2%,
reflecting continued strong demand for our core photobooth and laundry services, particularly across
Continental Europe and the UK & Republic of Ireland in 2024. Excluding FX impact
4
, total revenue was up
6.8% and Operating profit was up 13.2%.
Continental Europe remains the Group’s largest region by both
number of machines and contribution to Group revenue.
MEGroup plc Annual Report 2024
33
Continental Europe is the Group’s largest region
by both number of machines and contribution to
Group revenue. The reported performance was
impacted by a 2.1% decrease in the value of the
euro against the pound sterling.
Total revenue increased by 1.9% to £209.0 million
(2023: £205.2 million) driven primarily by a strong
laundry performance, although this increase
was up 3.8% when excluding FX impact
4
. The
13.3% decline in sales of equipment, spare parts,
consumables & services is due to the disposal of
SEMPA in May 2024. Vending revenue was up 3.9%
year-on-year. Continental Europe contributed
67.9% of total Group revenue.
Wash.ME achieved revenue of £67.9 million, an
increase of 18.5% (2023: £57.3 million), as the Group
continued to expand the number of Revolution
units in operation primarily in France. Excluding
FXimpact
4
the increase was 20.9%.
Photobooth operations continued to be a
key contributor of total Group revenue, with
vending revenue from Photo.ME at £111.6 million
(2023:£114.3 million), a reduction of 2.4% primarily
due to FX impact
4
. Excluding FX impact
4
, the
reduction was 0.5%.
France remained a key focus for the ongoing
next-generation photobooth rollout
programmeand during the year the Company
installed 1,200 units, slightly behind the target
level, taking the total number of machines in
operation in France to 1,600. The installation of
next-generation photobooths remains a key focus
for the Group and in 2025 the Group expects to
install 2,600 machines.
At 31 October 2024, 26,909 units were in operation
in Continental Europe which represented 55.8% of
the Group’s total estate.
Revenue increased by 2.1% to £49.2 million driven
by a continued strong performance for laundry
inthe region and contributed 16.0% of total
Grouprevenue.
Wash.ME revenue in the UK & Republic of
Ireland increased by 15.4% to £27.7 million
(2023: £24.0 million) reflecting significant
expansion, with the Group marking the installation
of its 1,000th Revolution laundry machine in
the UK, a key milestone in the laundry growth
strategy. ME Group will continue to expand its
Wash.ME operations in the region.
As detailed above, the Group secured a number
of new agreements including a new partnership
agreement with Motor Fuel Limited (“MFG”), the
UK’s largest independent forecourt operator, and
an extended agreement with Morrisons, a leading
UK supermarket.
Photo.ME vending revenue declined by 10.6% due
to end of a high commission contract that has had
an impact on revenues but a much more limited
impact on profits due to the high commission rate.
Operating profit increased by 4.8% to £13.0 million
(2023: £12.4 million), which reflected the higher
level of revenue for the region due to the large
expansion of the laundry business. The UK &
Ireland contributed 17.5% of Group operating profit.
As at 31 October 2024, there were 6,321
units in operation, an increase of 0.4%
(2023: 6,297), representing 13.1% of the Group’s
total vendingestate.
Review of Performance byGeography continued
UK & Republic of IrelandContinental Europe
STRATEGIC REPORT
MEGroup plc Annual Report 2024
34
Revenue increased by 12.2% to £49.7 million
compared to £44.3 million in 2023, driven by a
strong photobooth performance in the region.
Thereported performance was impacted by a
12.0% decrease in the value of the Japanese yen
against the pound sterling. Excluding FX impact
4
,
revenue increased by 24.6%.
Vending revenue for photobooth services
increased by 15.6% to £42.3 million
(2023:£36.6 million), which reflected the
expandedportfolio of photobooths following the
full integration of 3,548 traditional photobooths
acquired in October 2023. Excluding the
FXimpact
4
, revenue was up 28.7%.
In addition, the Group continues to operate 460
freshly squeezed orange juice vending machines
in Japan and Australia, and this market remains
agrowth opportunity for the Group.
Operating profit decreased by 4.7% to £4.1 million,
an increase of 48.8% excluding FX impact
4
.
Key Performance Indicators (KPIs)
The Group’s growth strategy (set out on page 11 of the 2024 Annual Report) is focused on growing its
corebusiness areas of laundry and photobooth operations. The Group measures its strategic and
operational performance using different types of indicators. The main objective of these KPIs is to
monitorthe Group’s cash generation, long-term profitability, preservation of the value of its assets,
and returns to shareholders.
Description Relevance Performance
12 months ended
31 October 2024
12 months ended
31 October 2023
Total Group revenue at actual rate of exchange £307.9m £297.7m
Group Profit before tax
£73.4m £67.1m
Increase in number of photobooths
(149) 3,137
Net increase in number of Laundry units (operated)
The increase in number of
Revolutions is a constant
priority and a main driver
for growth
900 779
Asia Pacific
MEGroup plc Annual Report 2024
35
Section 172(1) Statement
Engagement therefore is crucial to ensuring
that Directors fully understand stakeholder
needs and can make well-informed decisions
that have addressed differing and sometimes
conflicting priorities. Our overview of stakeholder
engagement that has taken place during the
year can be found on pages 38 to 40.
Below is set out our section 172(1) statement in
which we explain how the Board has fulfilled its
duty in section 172 whilst having regard to the
matters set out in that section.
How the directors fulfil their duty under
Section 172(1) of the Companies Act 2006:
Diverse set of skills, knowledge and
experience
The Board has a diverse set of skills, knowledge
and experience which help the Directors to make
informed decisions that promote the long-term
success of the Company whilst considering the
needs of the Company’s stakeholders.
Further information on the Board’s composition,
including the skills and experience of the
individual Directors appears on pages 72 to 74
and 80 to 83.
Board information and monitoring
The Board receives detailed papers and in-
person updates from management which
they question challenge and debate, to ensure
conflicting views are carefully considered.
Management also gives regular updates on the
progress of the implementation of actions and
decisions to allow the Board to review and if
appropriate, course-correct, as situations (and
stakeholder priorities) inevitably evolve.
Further information on the Board’s activities can
be found on pages 80 to 91.
Board discussion
All Directors are expected to constructively
challenge and contribute to discussions, as well
as offer additional perspectives, advice and
strategic guidance.
Strategic direction and culture
The Board is responsible for setting the strategic
direction, values and culture of the Company. It
sets the tone of how business is done throughout
the Group. Stakeholder considerations are central
to decision-making at all levels of the Group.
Further information on corporate strategy can be
found on pages 6 to 17.
Directors are required to act in the way they consider, in good
faith, would be most likely to promote the success of the company
for the benefit of its members as a whole, and in doing so have
regard, amongst other matters, to the factors listed in section
172(1) (a) to (f) of the Companies Act 2006.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
36
The Board has a diverse set of skills, knowledge and experience which help the Directors
to make informed decisions that promote the long-term success of the Company whilst
considering the needs of the Company’s stakeholders.
These matters permeate the entire range and gamut of the Directors’ considerations, deliberations and
actions. The table below outlines other main areas of this report which detail how the Directors have
had regard to the section 172(1) limbs.
Section 172 duty Where you can find more information
(a) The likely consequence of any decisions
in thelong term
Our Business Model: pages 6 to 7
Strategic Report: pages 4 to 67
Stakeholder Engagement: pages 38 to 40
Principal risks (primarily steps taken in mitigation):
pages 42 to 45
(b) The interests of the Company’s
employees
Stakeholder Engagement: pages 38 to 40
Remuneration Committee Report: pages 94 to 111
(c) The need to foster the Company’s
business relationships with suppliers,
customers andothers
Our Business Model: pages 6 to 7
Stakeholder Engagement: pages 38 to 40
(d) The impact of the Company’s
operations on the community and
theenvironment
Strategic Report: pages 4 to 67
Sustainability at ME Group; pages 46 to 65
TCFD Report: pages 57 to 65
Also, visit: https://me-group.com/our-ambition/
(e) The desirability of the Company
maintaining areputation for high
standards of business conduct
Our Business Model: pages 6 to 7
TCFD: pages 57 to 65
Risk Management: page 91
Audit Committee Report: page 84
Our various policies including our Anti-corruption and
Bribery Policy (see: https://me-group.com/company-
documents/)
(f) The need to act fairly as between
members ofthe Company
Stakeholder Engagement: pages 38 to 40
The Board has a diverse set of skills, knowledge and experience
which helps the Directors to make informed decisions that promote
the long-term success of the Company
MEGroup plc Annual Report 2024
37
Consumers
How we engage How this engagement influenced Board discussions
and decision-making
Senior management considers the needs
of the consumer and how to provide
the best-in-class service for the most
competitive price.
A number of the changes we have made to our products
are in response to consumer needs. In making its decisions,
the Board pays regard to the need to balance consumer
needs with customer and commercial outcomes. Some
examples of the product changes include photobooths
thatare designed to allow easy access and use for persons
with a disability.
Customers
How we engage How this engagement influenced Board discussions
and decision-making
Continual contact with customers
through customer-relation managers.
Feedback can be shared with the Executive Directors and
the Board.
Employees
How we engage How this engagement influenced Board discussions
and decision-making
Briefings from management as to how
the Company is doing.
The Executive Directors and the CFO* have regular briefings
with senior management and through the medium of these
meetings are able to learn about employee concerns and
views so that they can be taken into account in making
decisions which are likely to affect their interests.
There are open forums for staff to come forward with any
queries. Consultations required by law are complied with
(e.g. in cases of redundancy).
The Company operates an executive share option scheme,
and rewards senior management with bonuses.
The Company encourages a common awareness on the
part of all employees of the financial and economic factors
affecting the performance of the Company; this is achieved
through the regular meetings referred to above.
Application of our Equality, Diversity and
Inclusion Policy
See page 88
* Although the CFO is a not a statutory director of the Company, he regularly attends board meetings
(and Audit Committee meetings) and interacts closely with the Board, particularly the audit committee.
Section 172(1) Statement continued
Stakeholder Engagement
STRATEGIC REPORT
MEGroup plc Annual Report 2024
38
Shareholders
How we engage How this engagement influenced Board discussions
and decision-making
Regular engagement by the Chairman
and the Senior Independent Director with
major shareholders.
In July 2022, the Company announced it was adopting a
new distribution policy under which for the foreseeable
future it would pay annual dividends in excess of 55% of
its annual profits after tax subject to market and capital
requirements. This total would be split between interim
dividends (1/3) (generally to be paid in the month of
November) and final dividends (2/3) (generally to be paid in
the month of May).
In August 2023, with members’ approval, the Company
embarked on a share buyback programme. This resulted
in the Company’s buying back a total of 2,368,626
ordinary shares of 0.5p each all of which were cancelled on
12 July 2024. As at the date of this statement, the Company
does not hold any of its shares in treasury.
Partners and suppliers
How we engage How this engagement influenced Board discussions
and decision-making
Regular engagement with suppliers and
partners, including through our:
▪ Supplier/procurement processes
engaged at the time of appointment
and during the relationship
▪ Regular monitoring and reviews of
financial and operating resilience
▪ Reporting on payment of suppliers
The Executive Directors plus the CFO (and where
necessarythe Non-executive Directors) review and approve
material contracts with suppliers and partners, joint
ventures and acquisitions.
MEGroup plc Annual Report 2024
39
The community and environment
How we engage How this engagement influenced Board discussions
and decision-making
The Board relies on regular updates
from the Executive Team who in turn
rely on direct or indirect feedback
from senior management and other
colleagues and customers, as well as
general observations on current best
practices and individual customer
recommendations. These provide useful
insights and guides to help shape the
Group’s activities.
See section headed ‘Sustainability at ME Group’: pages 46
to 65
Investors
How we engage How this engagement influenced Board discussions
and decision-making
Comprehensive investor relations
programme including formal
presentations to investors and analysts
on the half-year and full-year results;
formal investor roadshows in the UK;
and an ongoing programme of one-to-
one meetings and group meetings with
institutional investors, fund managers
and analysts.
Meetings which relate to governance are
attended by the Chairman or another
Non-executive Director:
▪ Annual Report and Annual General
Meeting (AGM)
▪ Corporate website and market
announcements
▪ Active consultation on remuneration
framework and policies
The Remuneration Committee consults with major investors
and external remuneration specialists before introducing,
and then updating, any changes to the implementation
of the remuneration policy. In discharging its duties, the
Remuneration Committee takes advice from external
remuneration consultants to ensure that it is up to date with
market trends, expectations and best practises.
The Board reviews the Group’s dividend.
Involvement of the Chairman including his meeting
with major shareholders highlights the importance of
governance from the top down.
The AGM in particular provides a convenient forum for
shareholders to question the Board, give useful feedback
and make helpful suggestions. It is normally very well
attended and constructive.
Section 172(1) Statement continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
40
MEGroup plc Annual Report 2024
41
Principal Risks
These risks are accepted as inherent to the Group’s business. The Board recognises that the nature and
scope of these risks can change; it therefore regularly reviews the risks faced by the Group as well as the
systems and processes to mitigate them.
The table below sets out what the Board believes to be the principal risks and uncertainties, their impact,
and actions taken to mitigate them.
Economic
Nature of risk Description and impact Mitigation
Global economic
conditions
Economic growth has a major
influence on consumer spending.
A sustained period of economic
recession and a period of high
inflation could lead to a decrease
in consumer expenditure in
discretionaryareas.
The Group focuses on maintaining the
characteristics and affordability of its
needs-driven products.
Like most businesses around the
world, the Group has had to face a
significant increase in supply chain
and raw material costs, however,
its strong position in the markets in
which it operates gives the Group
significant pricing power.
The Group has no exposure to the
invasion of Ukraine by Russia and
other conflict areas.
Volatility of foreign
exchange rates
The majority of the Group’s revenue
and profit is generated outside the
UK, and the Group’s financial results
could be adversely impacted by
an increase in the value of sterling
relative to those currencies.
The Group hedges its exposure
to currency fluctuations on
transactions, as relevant. However,
by its nature, in the Board’s opinion,
it is very difficult to hedge against
currency fluctuations arising from
translationinconsolidation in a
cost-effective manner.
As with any business, the Group faces risks and uncertainties
thatcould impact the achievement of the Group’s strategy.
STRATEGIC REPORT
MEGroup plc Annual Report 2024
42
Regulatory
Nature of risk Description and impact Mitigation
Centralisation of
the production of
IDphotos
In many European countries where
the Group operates, if governments
were to implement centralised image
capture, for biometric passport
and other applications, or widen
the acceptance of self-made or
home-made photographs for
officialdocument applications, the
Group’s revenues and profits could
beaffected.
The Group has developed new
systems that respond to this
situation, leveraging 3D technology
in ID security standards, and
securely linking our booths to the
administration repositories. Solutions
are in place in France, Ireland,
Germany, Switzerland and the UK.
Furthermore, the Group also ensures
that its ID products remain affordable
and of a high-quality.
Strategic
Nature of risk Description and impact Mitigation
Identification of new
business opportunities
The failure to identify new business
areas. This may impact the ability of
the Group to grow in the long-term.
Management teams constantly
review demand in existing markets
and potential new opportunities. The
Group continues to invest in research
in new products and technologies.
Inability to deliver
anticipated benefits
from the launch of
new products
The realisation of long-term
anticipated benefits depends mainly
on the continued growth of the
laundry business and the successful
development of integrated secure ID
solutions. Failure in this regard could
lead to a lack of competitiveness.
The Group regularly monitors the
performance of its entire estate of
machines. New technology-enabled
secure ID solutions are subjected to
intensive trials before launch and the
performance of operating machines is
continually monitored.
MEGroup plc Annual Report 2024
43
Market
Nature of risk Description and impact Mitigation
Commercial
relationships
The Group has well-established, long-
term relationships with a number of
site- owners. The deterioration in the
relationship with, or ultimately the
loss of, a key account would have an
adverse, albeit contained, impact on
the Group’s results, bearing in mind
that the Group’s turnover is spread
over a large client base and none of
the accounts represent more than 2%
of Group turnover.
To maintain its performance, the
Group needs to have the ability to
continue trading in good conditions in
France and the UK.
The Group’s major key relationships
are supported by medium-
term contracts. The Group
actively manages its site-owner
relationshipsat all levels to ensure
ahigh-quality service.
The Group continues to monitor the
situation in both the French and the
UK markets.
Operational
Nature of risk Description and impact Mitigation
Reliance on foreign
manufacturers
The Group sources most of its
products from outside the UK.
Consequently, the Group is
subject to risks associated with
international trade. This could impact
competitiveness and profitability.
Conducting research into quality and
ethics before the Group procures
products from any new country or
supplier. The Group maintains very
close relationships with both its
suppliers and shippers to ensure that
risks of disruption to production and
supply are managedappropriately.
Reputation The Group’s brands are key assets of
the business. Failure to protect the
Group’s reputation and brands could
lead to a loss of trust and confidence.
This could result in a decline in our
customer base.
The protection of the Group’s brands
in its core markets is sustained
with certain unique features. The
appearance of the machine is subject
to high maintenance standards.
Furthermore, the reputational risk is
diluted as the Group also operates
under a range of brands.
Product and service
quality
The Board recognises that the quality
and safety of both its products and
services are of critical importance and
that any major failure could affect
consumer confidence and the Group’s
competitiveness.
The Group continues to invest in
its existing estate, to ensure that
it remains contemporary, and in
constant product innovation to meet
customer needs.
The Group also has a programme in
place to regularly train its technicians.
Principal Risks continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
44
Technological
Nature of risk Description and impact Mitigation
Failure to keep up
with advances in
technology
The Group operates in fields where
upgrades to new technologies are
critical. Failure to exceed or keep in
step could result in a lack of ability
tocompete.
The Group mitigates this risk by
continually focusing on R&D.
Cyber risk: Third party
attack on secure ID
data transfer feeds
The Group operates an increasing
number of photobooths capturing
ID data and transferring these data
directly to government databases.
The rising threat of cybercrime could
lead to business disruption as well as
to data breaches.
The Group undertakes an ongoing
assessment of the risks and ensures
that the infrastructure meets the
security requirements.
Environmental
Nature of risk Description and impact Mitigation
Increased potential
legislation and the
rising cost of waste
disposal. Energy
consumption, water
scarcity, and rising
car fuel prices (for
employees, suppliers,
transportation and
final consumers) and
raising awareness
of the climate crisis
amongst consumers
The rising costs associated with
compliance with such increased
demands could impact on overall
profitability.
The Group focuses on reducing the
amount of waste produced; and the
recovery, refurbishment and resale of
electrical equipment such as children’s
rides which promote the principle
embodied in recent legislation of
reuse before recycling.
MEGroup plc Annual Report 2024
45
Sustainability at ME Group
Statement from CEO
I believe that for ME Group, sustainability
is aresponsibility and must be embedded
within every aspect of the business.
Sustainability can be a driver of
innovation and an opportunity for growth.
Our focus on sustainability is helping us to
reduce our environmental impactwhile
also delivering benefits to society. I
believe that the progress we have made
this past financial year in part reflects the
commitment of our teams worldwide and
ourvision for a sustainable future.
Serge Crasnianski
CEO and Deputy Chairman
Non-financial and sustainability
information statement
STRATEGIC REPORT
MEGroup plc Annual Report 2024
46
Executive summary
ME Group’s Commitment to Sustainability
Sustainability remains a cornerstone of
ME Group’s corporate strategy. It aims to
deliver eco-responsible solutions that integrate
seamlessly into the daily lives of the Group’s
customers. The Group’s operations are designed
tobe efficient, inclusive, and aligned with the
needs of its stakeholders and the environment.
From enhancing energy efficiency in facilities
to creating products that minimise resource
consumption, sustainability is at the heart of
everydecision made.
Key achievements and highlights from
the12 months to 31 October 2024
Enhanced corporate governance with the
establishment of a Sustainability Committee.
Significant development of employee
training, delivering over 500 hours of technical
education to the workforce.
Launched modularisation technology, enabling
remote updates to vending machines, reducing
travel emissions significantly.
KPI Snapshot
Training Hours: 500+ hours delivered.
Renewable Energy: solar panels provide up to
30% of energy for laundry kiosks.
Sustainability at ME Group
Sustainability governance
In 2024, ME Group established its Sustainability
Committee which ensures that environmental,
social, and governance principles are embedded
across all levels of the Group’s operations. This
committee is chaired by Laurent Levy, Director
of Corporate Sustainability Reporting Directive
(“CSRD”) (a non-board position) and comprises
senior executives, including the CFO and Group
Head of Investor Relations. It meets quarterly
to review progress, address challenges, and set
strategic priorities.
Ethics and policies are central to the governance
framework. The Group adheres to robust anti-
corruption measures, complies with international
standards for cybersecurity, and engages
regularly with stakeholders to ensure its practices
are transparent and inclusive.
Material topics and stakeholder
engagement
ME Group is committed to regular engagement
with all stakeholder groups, both internal and
external. It provides employees, customers, and
suppliers with regular updates on the business and
the progress it is making. It also conducts regular
surveys, forums, and direct consultations to
ensure its strategy aligns with their expectations.
Stakeholder feedback was fundamental to the
identification of the Group’s material topics.
The materiality assessment was conducted in
2021, since then the findings have been guiding
all aspects of ME Group’s operations and its
corporate and sustainability priorities. There
are 25priority material topics which have been
grouped into five key focus areas: environmental
impact, social inclusion, operational innovation,
customer satisfaction, and community
engagement. These five areas are the basis of the
Group’s sustainability framework, and it remains
focused on delivering on all of them.
MEGroup plc Annual Report 2024
47
Operational innovation
Operational innovation is critical to ME Group’s
culture of advancement. It ensures that improved
energy efficiency reduces costs and improves
the Group’s emissions profile. Innovation also
drives the development of new services to meet
evolvingcustomer demands and ensures that the
business focuses on increasing accessibility for all
potential consumers.
Product optimisation
The business continues to enhance its product
lines to reduce energy and water consumption.
The Revolution Laundries are a prime example,
with built-in efficiency measures that reduce water
use by up to three times compared with domestic
washing.
Cloud operating system
Cloud-based management system enables
remote diagnostics and updates for vending
machines, reducing the need for physical
interventions and associated emissions.
R&D
As a business that is driven by product innovation,
research and development remains a priority. This
year, the Group focused on improving solar panel
efficiency and optimising energy use in kiosks.
Cybersecurity
Cybersecurity measures have been strengthened
through partnerships with certified international
experts, ensuring the protection of customers’
sensitive data.
Global digital transition
Digital transformation initiatives include
upgrading systems to enhance efficiency
and customer experience, further improving
ME Group’s market leadership position.
Sustainability Framework
The sustainability framework is structured around
five key focus areas:
1.
Operational Innovation: driving improved
efficiency through technology.
2.
Strategy and development: embedding
sustainability into our corporate strategy
3.
Services and clients: Delivering solutions that
address consumers’ evolving needs
4.
HR and Employees: Ensuring our people have
theopportunity to maximise their potential
5.
CSR approach: protecting the environment
andsupporting society
Timeline of Progress
2023
enhanced recycling and
energyefficiency initiatives.
2024
established Sustainability
Committee and started
toestablish CSRD
reportingstandards.
2025
planned launch of expanded
modularisation efforts
and additional renewable
energyprojects.
Sustainability at ME Group continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
48
Case study:
To comply with the French Climate and
Resilience Act, ME Group is transitioning
its largest vehicle fleet in France to low-
emission alternatives. By adhering to quotas
for electric and hybrid vehicles—10% by
2022, 20% by 2024, and 50% by 2030—
itis supporting sustainable mobility while
meeting regulatory requirements. In addition
to this, at the KIS site, it is installing 10 electric
vehicle terminals (2x22kW and 8x7kW) to
provide charging facilities for both the Group
and personal electric vehicles.
Case Study
Revolution Laundry: by combining advanced
spinning technology and renewable
energy, the Group’s laundry machines offer
an efficient, eco-friendly alternative to
traditional laundry methods.
boosting brand recognition and strengthening
consumer trust. By highlighting eco-friendly
practices, ME Group is positioned as a leader in
sustainable innovation.
Sustainability of the ID and Photo Range
The Group’s ID and photo vending machines
have been improved to reduce energy use and
incorporate recyclable materials, aligning with
circular economy principles. These efforts have
notonly reduced negative environmental impacts
but also enhanced the durability and appeal of
the products.
Case Study
Upgrades at KIS, the Group’s research and
development centre based in Grenoble,
France: ME Group has undertaken a
comprehensive energy efficiency overhaul
at its KIS site in alignment with the Tertiary
Sector Decree. Key upgrades include
installing condensing boilers, insulating
heating and hot water networks, roof
thermal insulation across 15,000m², and
replacing windows and doors. These efforts
will contribute to a target of 30% energy
reduction by 2030 which will positively impact
costs and emissions.
Strategy and development
International development
ME Group has expanded its global presence by
establishing operations in key markets across
Asia and Europe, leveraging sustainability-driven
product innovations to penetrate new territories.
This approach integrates market-specific insights
allowing it to effectively adapt solutions to meet
local needs.
Financial performance
Sustainability has proven to be a growth driver,
with measurable contributions to revenue through
the adoption of energy-efficient products and
processes. The Group’s eco-responsible offerings,
such as solar-powered laundries, have attracted
environmentally conscious consumers and
enhanced profitability.
Key accounts coordination
To better serve its largest clients, the business has
streamlined its coordination efforts across multiple
regions. This ensures consistency in service quality
and adherence to sustainability objectives,
reinforcing its commitment to responsible
businesspractices.
Brand Awareness
The Group’s sustainability initiatives have featured
in some of its communication campaigns,
MEGroup plc Annual Report 2024
49
These programmes are designed to empower
employees and align their career progression
withorganisational objectives.
Induction
The Group’s induction process is continually
reviewed and updated to ensure new hires
understand the business, its strategy, its approach
to sustainability and embrace its corporate values
from day one. This work will continue in 2025.
Case Study
Employee Development Programmes: by
providing targeted training and development
opportunities, the Group has equipped its
workforce with the skills and motivation
needed to excel. Its commitment to developing
its people illustrates a firm commitment to
employee growth and satisfaction.
Equality, diversity, and inclusion
ED&I remains central to ME Group’s ethos. The
Board is committed to creating a culture where all
employees can flourish. See page 88 of the Annual
Report to read about the Group’s approach to
ED&I, its policy and its performance over the
reporting period.
Gender diversity
The table below shows the gender diversity of the
Group’s employees as at 31 October 2024 with
corresponding figures as at 31 October 2023.
As at 31 October 2024
Total
Male
Female
The Board of ME Group 8 5 3
Senior managers in the
Group (excluding directors
of ME Group)
18 16 2
Employees
(excludingabove)
1,101 906 195
Total
1,127 927 200
As at 31 October 2023
Total
Male
Female
The Board of ME Group 8 5 3
Senior managers in the
Group (excluding directors
of ME Group)
21 15 6
Employees
(excludingabove)
1,172 968 204
Total
1,201 988 213
Services and clients
Optimisation of the Commercial
Relationship with B2B
The Group has strengthened its relationships
with B2B clients by offering customised solutions
that align with their sustainability goals. Regular
feedback loops and tailored offerings have
enhanced client satisfaction and retention.
Strength of network technicians
The network of technicians has been expanded
and upskilled to provide prompt and efficient
support, ensuring minimal downtime and
consistent service quality.
Growth of the laundromat range
The laundromat range has seen significant
growth, driven by consumer demand for
sustainable and convenient laundry solutions.
Features such as self-metered ecological
detergents and energy-efficient drying systems
have been key differentiators.
Increased flow of customers
Improved customer experience, driven by digital
innovations and enhanced service delivery, has led
to increased footfall across the Group’s locations.
Loyalty programmes and eco-conscious branding
have further strengthened customer relationships.
HR and employees
Pride of Belonging
The Group recognises that employees take
pride in being part of a Group that is sensitive
to sustainability. Initiatives such as employee
recognition programmes and team-building
activities have reinforced a sense of community
and purpose.
HR Policy/Collaborative Management
The Group HR policies promote inclusivity and
collaborative management, ensuring that all
voices are heard and valued. Flexible working
arrangements and mental health support
programmes have been introduced to enhance
employee well-being.
Training Policy
Over 500 hours of training were delivered this
year,focusing on technical skills, sustainability
practices, and leadership development.
Sustainability at ME Group continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
50
Communities
User satisfaction
Enhanced customer feedback mechanisms
have allowed the Group to better understand
and address user needs, leading to improved
satisfaction scores across all markets.
CSR Approach
The CSR approach focuses on creating shared
value through community partnerships, such
as the Group’s work with companies and
organisations supporting individuals with
disabilities, encouraging their participation
in economic and social life. An example of
this is the appointment of two suppliers of
fruit for the Group’s Paris offices that employ
people with disabilities. Collaborations such
as these reinforce ME Group’s role as a socially
responsibleenterprise.
Attractiveness of the employer brand
ME Group’s reputation as a sustainability leader
has established the company as an employer of
choice. Initiatives promoting diversity, inclusion,
and employee well-being have strengthened its
employer brand.
Case Study
ME Group’s commitment to social inclusion
is brought to life through its collaboration
with the Chateauroux prison in France.
By sourcing fabrics directly and enabling
inmates to learn the process of producing
curtains, including accessory procurement
and finishing, it is supporting rehabilitation
through skill development and employment.
Since 2018, this programme has produced
21,631 curtains, with a growing volume in 2023
(3,394 curtains) and 2024 (3,737 curtains).
CSR approach
Environmental Stewardship
Circular Economy
ME Group has embraced circular economy
principles by prioritising recycling and resource
efficiency. Initiatives such as refurbishing
vending machines and repurposing materials
have significantly reduced waste and extended
productlifecycles.
Case Study
At ME Group Japan, as part of our efforts
to reduce wastage and contribute to a
sustainable environment and promote a
circular economy, we set the goal to recycle
all our food waste. With our fresh orange and
apple juice vending machines, we produce
yearly over 500t of peels and fruit leftovers.
In FY24 we started partnering with Alveare
based in Kyoto to recycle food waste to
become part of high-quality products such as
orange soap, oils or fragrances. Other exciting
products and collaborations with other
companies will be starting this business year
and help us to scale up the volume further.
Case study
The Group’s Revolution Laundries embody
environmental stewardship through
innovative features like professional-grade
detergent injection systems, which are
Ecolabel certified, and efficient water heating
tanks that save 720 litres annually per
kiosk. In addition, new photovoltaic panels
generate up to 1.2 kW per machine, achieving
energy savings of 10-30%.
MEGroup plc Annual Report 2024
51
Specific Sustainability
Metrics and Reporting
Reporting GHG emissions
In accordance with the disclosure requirements for listed companies, the table below shows the Group’ s
greenhouse gas emissions for the current and preceding financial year. The Group is required to report the
emissions it is responsible for (as defined below), and to provide at least one intensity ratio together with
an explanation of methodology used.
The table below explains what data has been included in this report and why.
Assessment Parameters ME Group Comments
Consolidation
approach
The figures below are based on subsidiary companies owned by ME Group,
except for those non-material subsidiary companies whose vending estate
comprises less than 50 machines. This is because it would not be practicable
for the Group to include those subsidiary companies in the data.
For those investments where the Group has less than 50% of the issued share
capital, the Group does not have operational control for day-to-day activities
and these entities are not included in the above figures.
Boundary
summary
The Group has included vending estates which are owned by the Group even
though it does not directly control the operational use (i.e. period of operation)
for these assets.
Emission factor
source
Department of Business, Energy & Industrial Strategy, 2016 GHG Conversion
Factors for Company Report (2016: DEFRA 2014).
Methodology
The Group followed the Greenhouse Gas Protocol Corporate Standard.
Materiality
threshold
As mentioned above, subsidiary companies with less than 50 units of
operatingequipment have been excluded, as have depots and other
propertyunits where the total amount spent on heating, lighting and power
is less than £50,000 per annum per site. It would not be practicable for the
Groupto include sites where the consumption is below this threshold.
Fugitive
emissions
The Group has not reported fugitive emissions (which include leakages from
refrigerants used in air conditioning units, etc.) because no data were available
and, given the low number of such units in the Group, management did not
consider such emissions to be material.
Intensity ratio
The GHG intensity ratio is calculated as the total GHG emissions in tons of
CO
2e(including Scope 1, 2, and 3 based on the availability of the data) per unit
of operating equipment
Greenhouse gas (GHG) and energy consumption
STRATEGIC REPORT
MEGroup plc Annual Report 2024
52
Global GHG Emissions
Breakdown of GHG Emissions
UK and Offshore
12 months ended
31October 2024
12 months ended
31October 2023
Scope CO2 emissions items (Tons of CO2e) (Tons of CO2e)
Scope 1 Energy – Gas 241 241
Scope 2 Energy – Electricity 2 3
Scope 3 Use (machines operation) 4,081 3,573
Scope 3 Travel No data No data
Scope 3 Inputs for machine production No data No data
Scope 3 Car fleet 280 241
Scope 3 Purchasing for the Group No data No data
Scope 3 Inputs for machine user No data No data
Scope 3 Direct Waste 43 43
Total 4,647 4,100
Number of machines 5,444 5,708
Intensity ratio 0.8536 0.7183
Overseas
12 months ended
31October 2024
12 months ended
31October 2023
Scope CO2 emissions items
(Tons of CO2e) (Tons of CO2e)
Scope 1 Energy – Gas 14 230
Scope 2 Energy – Electricity 300 282
Scope 3 Use (machines operation) 28,148 25,279
Scope 3 Travel 230 107
Scope 3 Inputs for machine production No data No data
Scope 3 Car fleet 3,457 3,457
Scope 3 Purchasing for the Group No data No data
Scope 3 Inputs for machine user No data No data
Scope 3 Direct Waste 80 79
Total 32,229 29,434
Number of machines 42,005 38,538
Intensity ratio 0.7672 0.7637
Group
12 months ended
31October 2024
12 months ended
31October 2023
Scope CO2 emissions items
(Tons of CO2e) (Tons of CO2e)
Scope 1 Energy – Gas 255 471
Scope 2 Energy – Electricity 303 285
Scope 3 Use (machines operation) 32,230 28,852
Scope 3 Travel 230 107
Scope 3 Inputs for machine production No data No data
Scope 3 Car fleet 3,737 3,698
Scope 3 Purchasing for the Group No data No data
Scope 3 Inputs for machine user No data No data
Scope 3 Direct Waste 123 122
Total 36,878 33,535
Number of machines 47,449 44,246
Intensity ratio 0.7772 0.7579
* 2023 CO2 emission data have now been restated based on improvements in our data collection and verification software
During the year ended 31 October 2024, the Group used emissions equal to 36,878 tonnes of carbon
dioxide resulting from the purchase of electricity, heat, steam or cooling for its own use, as well as indirect
emissions (including emissions from business traveling, car fleet, supply chain, etc).
MEGroup plc Annual Report 2024
53
Energy Consumption
During the year ended 31 October 2024, the Group’s energy consumption was equal to 156,662 MWh
resulting from the purchase of electricity, heat, steam or cooling by the company for its own use.
UK and Offshore
12 months ended
31October 2024
12 months ended
31October 2023
Type of Energy Consumed in Mwh (MWh) (MWh)
Gas 1,035.1 1,031.8
Electricity – HQ 10.1 10.7
Electricity – Machines 17,506.0 15,324.6
Heating - -
Cooling - -
Other type of fuel (Petrol & Diesel for cars) 1,202 1,034.3
Total 19,753.3 17,401.4
Overseas
12 months ended
31October 2024
12 months ended
31October 2023
Type of Energy Consumed in Mwh (MWh) (MWh)
Gas 59.8 987.7
Electricity – HQ 1,288.6 1,209.8
Electricity – Machines 120,736.5 108,429.1
Heating - -
Cooling - -
Other type of fuel (Petrol & Diesel for cars) 14,823.7 14,826.2
Total 136,908.7 125,452.9
Group
12 months ended
31October 2024
12 months ended
31October 2023
Type of Energy Consumed in Mwh (MWh) (MWh)
Gas 1,094.9 2,019.5
Electricity – HQ 1,298.7 1,220.6
Electricity – Machines 138,242.5 123,753.8
Heating - -
Cooling - -
Other type of fuel (Petrol & Diesel for cars) 16,025.9 15,860.5
Total 156,662.0 142,854.3
* 2023 CO2 emission data have now been restated based on improvements in our data collection and verification software
Methodology used to calculate energy and GHG emissions data:
▪ The data detailed in the table above represents the emissions and energy used for which ME Group is
responsible and is incorporated by reference in the Corporate Governance section on pages 80 to 91
▪ Data based on actual utilities invoices for Head Office consumption
▪ Kilometres travelled by cars, multiplied by the CO₂ emissions (by kilometre) for every car in the Group fleet
▪ Theoretical consumption by machines, multiplied by average number of machines for each country of
operation. Mainly it is the partners who pay for the electricity consumed by the Group’s operating
machines, not the Group. A theoretical consumption has therefore been calculated based on an
average hourly consumption and an average number of hours of uptime per day
▪ 12 months ended 31 October 2024 compared with the 12 months ended 31 October 2023
Specific Sustainability Metrics and Reporting continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
54
GHG targets for 2024-2026
Carbon footprint
ME Group has partnered with Grant Thornton on its journey to CSRD reporting and is currently working to
deliver a comprehensive carbon footprint report in 2025 to highlight the Group’s continued commitment
to emissions reduction.
Energy consumption of the machine parks
2022 2023 2024 2025 2026
Actions
24,674 tons of CO
2
(=81% of ME Group’s
global carbon
footprint)
▪ Held discussion
group on the energy
and electricity
consumption of
machines
▪ Developed the areas
for improvement
detected during the
1st discussion group
in 2022: adaptation
of the number of
cycles and weight of
linen, shorten the
rinsing cycle
▪ Reported energy
consumption of
machines
▪ Integrated CSR in the
product design
process
– Launched CSRD
reporting cycle
process
▪ Reporting of energy
consumption of
machines
▪ Integration of CSR in
the product design
process
▪ Review of ways to
reduce machine
consumption linked
to CSRD: new
machines, recycling
of elements of
machines in
operations
▪ Reporting of energy
consumption of
machines
▪ Integration of CSR in
the product design
process
▪ Review of ways to
reduce machine
consumption linked
to CSRD: new
machines, recycling
of elements of
machines in
operations
KPIs
▪ Generalisation
of the Stop and
Go device on all
machines, equip
machines with
LEDs
▪ 460 photobooth in
operations currently
utilise neon light
compared to LEDs.
R&D has been
working to find an
ecological solution to
change them.
▪ 230 photobooths
with neon lights to be
fitted with LEDs
▪ 322 photobooths
with neon lights to be
fitted with LEDs
Offsetting ME Group’s carbon footprint
2022 2023 2024 2025 2026
Actions
Investment in Carbon offset projects
KPIs
▪ 400 tons
compensated with
Microsol in 2022
▪ 600 tons
compensated with
Microsol Going4Zero
in 2023
▪ 800 tons
Compensated with
Going4Zero in 2024
▪ 1,000 tons
compensated
▪ 1 ,200 tons
compensated
In 2024, ME Group offset 800 tons of CO2 emissions supporting a project that ensures the protection
the Bale eco-region in Ethiopia by developing new activities to limit deforestation and diversify sources
of income. The project supports the supply of alternative fuels to wood and the strengthening of local
institutions for the management of forest land. Supporting this project was aimed at offsetting emissions
resulting from the transportation of our machinery.
MEGroup plc Annual Report 2024
55
Renewable energies
2022 2023 2024 2025 2026
Actions
Laundry units with
solar panels represent
10% of the laundry
estate
▪ Utilisation of solar
panels across
laundry units
▪ Created a
customer interview
highlighting the
advantages of solar
panels from a
profitability and
communication
point of view
▪ Utilisation of solar
panels across
laundry units
▪ Conducted testing of
solar heaters
▪ Utilisation of solar
panels across
laundry units
▪ Utilisation of solar
panels across
laundry units
KPIs
– ▪ Laundry units with
solar panels will
represented 11% of
the laundry estate
▪ With a goal of
achieving 20% of the
laundry units in our
laundry estate
powered by solar, we
exceeded our goal
and achieved 39%
▪ With an ever-
expanding business,
we aim to achieve
40% of the laundry
units in our laundry
estate utilising solar
with increased solar
panelcapacity
▪ With an ever-
expanding business,
we aim to maintain
40% of the laundry
units in our laundry
estate utilising solar
with increased solar
panels capacity
Transport of People
2022 2023 2024 2025 2026
Actions
▪ Reduction in fuel consumption
▪ Driver training with the lowest eco-driving ratings
KPIs
– ▪ 2% reduction in Liters
of fuel consumed in
France
▪ With a goal of
training 10% of
French drivers on
fuel conservation
practices, we
achieved 2%
▪ With a goal of
achieving 4%
reduction in litres of
fuel consumed in
France and Europe,
we achieved a 2%
reduction as the size
of group car fleet
increased by 1%
▪ With a goal of
training 20% of
French drivers and
5% European drivers,
we trained 5% of
French drivers and
2% of the European
drivers
▪ 3% reduction in litres
of fuel consumed in
France and Europe
▪ 25% of French drivers
and 10% European
drivers trained
▪ 3% reduction in litres
of fuel consumed in
France and Europe
▪ 30% of French drivers
and 15% of European
drivers trained
Specific Sustainability Metrics and Reporting continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
56
TCFD Report
Reporting GHG emissions
Amidst the growing impacts of climate change evident
worldwide, it is crucial for ME Group to assess the
climate-related risks and opportunities it faces. By doing
so, the Group can effectively mitigate potential risks while
strategically capitalising on emerging opportunities.
ME Group is in the early stages of its journey toward
becoming a carbon-neutral enterprise. While climate
risks are currently assessed as relatively low for its
operations, it is taking proactive measures to reduce its
carbon footprint and minimise its environmental impact.
The Group is reporting on climate-related issues in line
with the UK Listing Rule 6.6.6., the Task Force on Climate-
related Financial Disclosures (“TCFD”) framework and the
Companies Act 2006. The Group’s disclosure is aligned to
the four pillars of TFCD below:
▪ Governance – an overview of ME Group governance
structure on climate risks and opportunities
▪ Strategy – discussion on the impact of climate-related
risks and opportunities on ME Group’s business
strategy and financial planning.
▪ Risk Management – description of processes for
identifying, assessing, and managing
climate-related risks.
▪ Metrics and Targets – detailed metrics and targets
used to assess and manage climate-related risks and
opportunities, including GHG emissions data and
energy consumption figures.
It is essential for ME Group to
understand its impact on the
climate and environment, enabling
it to prioritise efforts to minimise
these effects. As a responsible
business, it recognises that
addressing environmental impacts
is a fundamental obligation.
MEGroup plc Annual Report 2024
57
Compliance statement and progress
In the third year of TCFD reporting for FY2024, ME Group acknowledges that it is not fully compliant
with all the TCFD recommended disclosures. Despite the identified gaps, it is committed to achieving full
disclosure in FY2027.
The Group has summarised its progress towards full compliance in the last year and detailed disclosures
are available in the TCFD Compliance Index table. The business has updated timelines under strategy and
risk management pillars to enable it to consolidate its reporting requirements and align with set timelines
for our CSRD reporting.
The Group’s experience with TCFD disclosures has enhanced its awareness of climate-related risks
and reinforced its commitment to effectively managing them with a focus on setting greenhouse gas
emissions and financial climate-related targets.
Recommended disclosure
FY 2024
compliance Steps to be undertaken toachievefullcompliance
Commitment to
full compliance
Governance
a) Describe the Board's oversight of
climate-related risks and
opportunities
Full –
b) Describe management’s role
inassessing and managing
climate-related risks and
opportunities
Full –
Strategy
a) Describe the climate-related risks
and opportunities the Company has
identified over the short, medium
and long term
Partial (In
progress)
Conduct deep-dive analysis of identified risks
and opportunities over the short, medium and
long term.
FY2026
b) Describe the impact of climate-
related risks and opportunities on
the Company's businesses, strategy
and financial planning
Partial (In
progress)
Enhance assessment of its climate-related risks
and opportunities to evaluate the financial
impact on the business, along with the effects on
the Group’s strategy, business model, and all
stages of the supply chain.
FY2026
c) Describe the resilience of the
Company's strategy, taking into
consideration different climate
scenarios, including a 2°C or lower
scenario
Non-compliant Currently, the Group has not conducted climate
resilience testing under different scenarios due to
the expansion of its reporting scope to include the
Corporate Sustainability Reporting Directive
(CSRD) and the need for timeline alignment
across reporting requirements. However, it
acknowledges the importance of incorporating
climate resilience into its riskmanagement
practices. As part of itscommitment to
continuous improvement, itintends to integrate
climate resilience testing into its strategic
framework by FY2027.
FY2027
TCFD Report continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
58
Recommended disclosure
FY 2024
compliance Steps to be undertaken toachievefullcompliance
Commitment to
full compliance
Risk Management
a) Describe the Company's processes
for identifying and assessing
climate-related risks.
Full
b) Describe the Company's processes
for managing climate-related risks.
Full
c) Describe how processes for
identifying, assessing, and
managing climate-related risksare
integrated into the Company's
overall risk management.
Partial (In
progress)
ME Group will continue to review its risk
management framework to identify the most
effective ways to integrate climate-related risks
into its processes. This approach considers how
climate change may influence the Group’s
Principal Risks, even though it is not classified as
a principal risk itself.
FY 2026
Metrics and Targets
a) Disclose the metrics used by the
Company to assess climate-related
risks and opportunities in line with its
strategy and risk management
process.
Partial (In
progress)
The Group is in the process of identifying relevant
metrics in line with its business strategy and risk
management processes and has long term plans
of developing additional metrics).
FY 2026
b) Disclose Scope 1, Scope 2, and,
ifappropriate, Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
Full
c) Describe the targets used by the
Company to manage climate-
related risks and opportunities and
performance against targets.
Full
TCFD Disclosures
Recommended disclosure
FY 2024
compliance
Description, location of disclosure progress to date
and reason for omission (if appropriate)
Governance Disclosure of the Company’s governance around climate-related risks
andopportunities
a) Describe the Board’s oversight of
climate-related risks and
opportunities
Full The Board holds primary responsibility for environmental
stewardship and exercises oversight of climate-related risks and
opportunities through:
▪ Quarterly Senior management updates on climate relatedmatters
▪ Keeping abreast on industry best practices
▪ recommendations (if any) from major shareholders and other
stakeholders including customer recommendations
From the results of the materiality assessment conducted in 2021,
related risks and opportunities were not found to be material and
therefore not integrated into the Group’s strategic planning and
financial considerations. It’s essential to highlight that its
governance framework indicates that, should any climate-related
issues emerge as material concerns, they will be duly considered by
the Board. This approach ensures that the decision-making process
is consistent with the Group’s commitment to effective risk
management and responsible governance.
MEGroup plc Annual Report 2024
59
Recommended disclosure
FY 2024
compliance
Description, location of disclosure progress to date
and reason for omission (if appropriate)
Governance Disclosure of the Company’s governance around climate-related risks
andopportunities
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities
Full At ME Group, the Board, The Executive Team and the Sustainability
Committee are responsible for managing climate-related risks and
opportunities
Oversight of the risk management and health, safety
andenvironmental functions ultimately sit with the ChiefOperating
Officer with delegated authority through line management.
The Sustainability Committee comprising the Group Human
Resources Director and a global network of CSR representatives is
responsible for providing guidance and climate risk and
opportunities related recommendations to the Executive Team.
A more detailed overview of the Group’s corporate governance and
organisational structure is included within the Corporate
Governance section on pages 80 to 91
The Group operates in very different national markets with differing
national laws, preferences and cultures. As a result, operational
direction and management of sustainability lie primarily with
national business managers,who are best placed to ensure
compliance with their national legislation and market customs and
expectations. The Executive Team, who report to the
Board,therefore take a holistic approach to overseeing
sustainability and take responsibility for assessing climate-related
risks and opportunities.
Strategy Disclosure of the actual and potential impacts of climate-related risks
andopportunities on the Company’s material business, strategy, and
financialplanning
a) Describe the climate-related risks
and opportunities the Company
has identified over the short,
medium and long term
Full In accordance with the Group’s corporate governance and
organisational structure, The Group, through its risk monitoring process
has identified the following as potential areas of future risks
▪ Increased potential legislation – As efforts towards mitigating the
effects of climate change continue globally, itis expected that
governments would introduce and heighten policies to achieve this
goal which could significantly affect businesses
▪ The increasing awareness of the climate crisis amongst consumers –
As customer expectations shift towards more environmentally
conscious goods and services and align with brands that represent
these ideals, demand for certain products would shift resulting in
financial impacts tothe business.
▪ Energy consumption – As several companies globally work towards
increased energy efficiency therefore reducing energy consumption,
it is expected that companies will continue to increase their efforts
to reduce their energy consumption in the coming years ultimately
reducing their carbon footprint
▪ Rising car fuel prices – The price of fuel remains a relevant factor for
organisations as this affects the transportation costs associated
with their business and profitability in the long run
▪ Water scarcity- Due to climate change, certain parts of the world
are already experiencing water scarcity. The impact of water
scarcity is expected to increase ultimately affecting several sectors
of the economy. Water intensive companies like ME Group need to
anticipate and work towards mitigating these effects.
TCFD Report continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
60
Recommended disclosure
FY 2024
compliance
Description, location of disclosure progress to date
and reason for omission (if appropriate)
Strategy Disclosure of the actual and potential impacts of climate-related risks
andopportunities on the Company’s material business, strategy, and
financialplanning
In progress The Group has identified a number of further key opportunity focus
areas which are explained in this Sustainability Statement on pages
46 to 65.
The future risks highlighted above have been categorised based on
the Group’s definitions of short-, medium- and long-term
considering the impact of these risks, which are subject to change
should the need arise.
Type of climate risk Risk Impact timeline
Transitional
risks
Increased potential
legislation (in climate
change area)
Short-term
(1-3 years)
The increasing
awareness of the
climate crisis
amongst consumers
Short-term
(1-3 years)
Rising car fuel prices Mid-term (3-10 years)
Physical
risks
Water scarcity
(due to the climate
change
Mid-term (3-10 years)
The Group has identified its main climate-related risks through its
existing governance framework. However, it does not consider these
to be material risks.
Given the need to respond and adapt to climate change, ME group
is well-prepared to tackle these emerging challenges. Supported by
its long-term transformation initiative, the Group is committed to
constantly improving its competitiveness, performance, and
resilience throughout its value chain. As part of this transformation,
it will continue to monitor short, medium and long-term climate-
related risks and opportunities to ensure full disclosure in the future.
b) Describe the impact of climate-
related risks and opportunities on
the Company’s businesses, strategy
and financial planning
In progress While the Group is not currently facing material climate-related risks,
it is actively taking steps to ensure efficient and optimal usage of
natural resources, such as energy and water. The Group mitigates its
exposure to these risks, and the emissions which the business
generates, by taking the actions detailed in the Environment section
on page 45 et seq.
The Group recognises the broader impact of climate-related issues
on the entire business, which has led to the adoption of a systemic
approach to sustainability. This approach supports the Group’s
growth strategy and operations by integrating social, environmental,
and economic expectations into its strategy and operations.
In addition to the work undertaken to formulate the Group
Sustainability Materiality Matrix disclosed on the next page,
TheGroup remains committed to continuous assessment of
climate-related topics in order to understand their impact on the
business financially, on its strategy and business model, as well as
onall stages of the supply chain.
c) Describe the resilience of the
Company’s strategy, taking into
consideration different climate
scenarios, including a 2°C or
lowerscenario
Non-
compliant.
In the current reporting period, the Group did not conduct a climate
scenario analysis owing to the expansion of its reporting scope to
include the CSRD and the need for timeline alignment across
reporting requirements. The Group plans to conduct a scenario
analysis by FY2027 while working on reducing its energy consumption
and gradually transitioning to renewable energy sources.
MEGroup plc Annual Report 2024
61
Materiality matrix
Pride of
belonging/recognition
Internal
communication
HR policy/Collaborative
management
Training policy
Onboarding
Brand
awareness
MODERATED IMPORTANT VERY IMPORTANT
MODERATED IMPORTANT VERY IMPORTANT
For the business
For the stakeholders
Sustainability of the
ID and Photo range
Key accounts
co-ordination
Financial
performance
International
development
Optimisation of
products
Cloud operating
system
R&D
Cybersecurity
Global Digtal
transition
Satisfaction
of users
Our CSR
approach
Attractiveness of the
employerbrand
Circular economy
Optimisation of
the commercials
relationshipwithB2B
Strength of the
network technicians
Increased flow
of consumers
Growth of the
Laundromat range
Strategic axes
Services and clients
Operational innovation
CSR approach
HR and employees
Strategy and development
TCFD Report continued
STRATEGIC REPORT
MEGroup plc Annual Report 2024
62
Recommended disclosure
FY 2024
compliance
Description, location of disclosure progress to date
and reason for omission (if appropriate)
Risk Management Disclosure of how the Company identifies, assesses, and manages
climate-related risks.
a) Describe the Company's processes
for identifying and assessing
climate-related risks.
Full The Group has identified its key climate-related risks through its
established governance framework. A broad range of economic,
environmental and social risks were considered, with each risk
prioritised according to its importance to the Group and in
relationto its short and long-term ambitions, and the expectations
of key stakeholders.
Regarding the identified risk of increased potential legislation
(including in relation to climate reporting), the Group ensures it
keeps abreast of new and upcoming policies and procedures to
ensure continued regulatory compliance. As part of this effort, the
Group has continued reporting on climate-related risks and
mitigation actions, with a firm commitment to fully comply with
TCFD recommendations in future reporting periods.
b) Describe the Company's processes
for managing climate-related risks.
Full Given the nature of the Group’s business, it is not presently exposed
to material risks related to climate change. However, steps are
being taken to mitigate any exposure to the risks highlighted above,
and the emissions which the business generates. Further details in
relation to mitigating actions are outlined in the Sustainability
Statement to be found on pages 46 to 65
c) Describe how processes for
identifying, assessing, and
managing climate-related risks are
integrated into the Company’s
overall risk management.
In Progress Since 2021, the Group has been integrating a systemic sustainability
approach globally to help achieve carbon neutrality by 2040. This
systemic environmental approach and focus on inventing
eco-responsible local services together supports the Group’s
growth strategy and operations by integrating social,
environmental, and economic expectations into the Group’s
strategy and operations.
The Group’s materiality matrix is centered on the Group’s key
challenges in relation to its short and long-term ambitions. The
materiality analysis identified 25 issues corresponding to five
strategic areas:
(i) operational innovation;
(ii) strategy and development;
(iii) services and customers;
(iv) HR and employees; and
(v) communities and CSR, with sustainability of the ID and the Photo
range ranking as very important for stakeholders and the business.
For further details of the Group’s integrated corporate governance
and organisational structure, please see the Corporate Governance
section on pages 80 to 91.
ME Group will continue to review its risk management framework to
identify the most effective ways to integrate climate-related risks
into its processes. This approach considers how climate change may
influence the Group’s Principal Risks, even though it is not classified
as a principal risk itself.
Metrics and Targets Disclosure of the Company's metrics and targets used to assess and manage relevant
climate-related risks and opportunities where such information is material.
a) Disclose the metrics used by the
Company to assess climate-related
risks and opportunities in line with its
strategy and risk management
process.
In progress The Group adheres to the Greenhouse Gas Protocol Corporate
Standard for calculating its Scope 1 and Scope 2 emissions. See
pages 52 to 54 for the assessment parameters and detailed
methodology.
ME Group is in the process of identifying and developing metrics in
line with its business strategy and risk management processes and
will develop other relevant metrics over time.
MEGroup plc Annual Report 2024
63
TCFD Report continued
Recommended disclosure
FY 2024
compliance
Description, location of disclosure progress to date
and reason for omission (if appropriate)
Metrics and Targets Disclosure of the Company's metrics and targets used to assess and manage relevant
climate-related risks and opportunities where such information is material.
b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
Full See page 53 for Scope 1 and Scope 2 emissions related to the
Group’s operations in line with the GHG Protocol methodology and
page 52 for the assessment parameters.
The Group has not reported fugitive emissions (which include
leakages from refrigerants used in air conditioning units, etc.)
because no data were available and, given the low number of such
units in the Group, management did not consider such emissions to
be material.
The Group’s current climate change strategy has been formulated
based on its Scope 1 and Scope 2 emissions. Scope 3 emissions are
calculated based on the data obtained from third parties (suppliers,
partners), which increases the scale and complexity of collating such
data. However, The Group is planning to improve the completeness
and accuracy of scope 3 emissions in line with best practice and
estimation techniques in the coming year. The Group will keep the
appropriateness of collating Scope 3 emissions data under review
each year and will disclose to the market when it has determined that
collating such data is appropriate. The evolution in Scope 3 emissions
reporting will include evaluating the indirect emissions upstream, the
downstream freight transport and distribution, the other
downstream indirect emissions and the other upstream indirect
emissions of the supply chain. The Group is planning to improve the
completeness and accuracy of scope 3 emissions in line with best
practice and estimation techniques in the coming two years.
c) Describe the targets used by the
Company to manage climate-
related risks and opportunities and
performance against targets.
Full In line with its purpose “Create eco-responsible local services that
make everyday life easier”, the Group has identified the following
materiality focus areas:
▪ Carbon footprint reduction
▪ Circular economy through eco-design and continuous improvement
of its machines
▪ Protection of natural resources through reduction of energy and
water consumption
▪ Reduction of paper consumption
Additionally, several KPIs have been identified relating to
(i) the Group’s circular economy,
(ii) energy saving for Photobooths,
(iii) energy saving for laundry machines
(iv) organic detergent.
The Group uses the following KPIs to track progress on reduction of
GHG emissions:
▪ Laundry units with solar panels
▪ tons of CO
2 for the total machine park
▪ tons of CO
2 for new machines
▪ tons of CO
2 compensated
▪ litres of fuel saved
More information on carbon emissions reduction targets can be
found in the section on ME Group’s four-year sustainability plan
ofthe current report page 55 et seq.
Further information is available on me-group.com
(Approach and KPIs).
STRATEGIC REPORT
MEGroup plc Annual Report 2024
64
Supplementary information
forTCFD disclosure
Governance of climate-related risks
andopportunities
Although the Board believes that ME Group
faces low risk in the climate change sector, it has
implemented a robust environmental strategy,
guided by a Steering Committee under the
oversight of the Board and Executive Team.
Since 2022, Montefiore Investment audited the
Group’s environmental approach, including
climate change impacts on its business model. Key
actions include forming an environmental group
in late 2021, integrating sustainability in the 2021
Annual Report’s risk management chapter, and
undergoing annual environmental performance
audits by Ecovadis. The Group holds regular
sustainability strategy review meetings.
Process for managing climate-related
risks and opportunities
At ME Group, the first materiality assessment was
conducted In 2021 to identify any climate-related
risks and opportunities. This process includes
discussions validated by employee groups,
business units, and external stakeholders, with key
focus areas such as energy consumption, water
scarcity, and the effects of rising fuel prices. It will
be updating this in 2025.
Integration into overall risk management
ME Group’s risk management strategy includes
training staff in environmental practices, adopting
best practices for reducing energy and water
consumption, switching to green energy, and
exploring hybrid and electric vehicles. Its R&D
department in Grenoble, France plays a vital role
in advancing green solutions
Principal climate-related risks
andopportunities
ME Group remains focused on increasing green
energy usage, improving water efficiency in its
laundry machines, and addressing the impact
of rising fuel prices. Its strategic locations in
shoppingcentres offer a combined activity
advantage for customers.
Impact on business model and strategy
The ME Group business model is designed to
adapt to varying levels of risk, with a particular
focus on water scarcity and fluctuations in
fuel prices. It aims to encourage the use of its
machinesthrough public information and local
authority guidance.
Resilience of business model
R&D is vital in the Group’s strategy, focusing
on manufacturing innovation, recycling, and
reintegration of machine components. Also,
compliance with legal obligations in specific
jurisdictions remains a key priority.
Targets and KPIs for managing risks
andopportunities
The Group’s targets include increasing the
percentage of laundry units with solar panels
annually and expanding the deployment
of itsRevolution machines. The Group also
aims toreduce fuel consumption through
eco-driving initiatives.
MEGroup plc Annual Report 2024
65
Longer-term
Viability Statement
The Directors have assessed the viability and prospects of the
Group in accordance with the Guidance on Risk Management
Internal Control and Related Financial and Business Reporting
issued by the Financial Reporting Council on September 2014.
In doing so, the Directors have considered and
taken into account the Group’s present position
and the principal risks facing it, the latter being set
out in the Strategic Report.
The Directors have carried out their assessment by:
i. considering the potential repercussions of those
principal risks at least annually as well as the risk
impact of each major event or transaction;
ii. examining the effectiveness of the actions taken
to mitigate the principal risks;
iii. continually reviewing strategy and market
developments through regular executive
briefings; and
iv. taking into account the Group’s operational
processes and financial resources.
Based on this robust assessment, the Directors
have a reasonable expectation that the Group
will be able to continue in operation and meet its
liabilities over a three-year period to October 2027.
In contrast with previous Longer Term Viability
Statements, this Statement covers three years
(reduced from five years previously). The Board
took the decision to reduce the period for various
reasons: the Group does not operate in an
environment in which liabilities extend so far in
the future; the current state of flux in the general
geopolitical arena suggests it would be prudent
to reduce the period (even though, as partly noted
below, nothing in present world events suggests
any increase in potential liability on the Company’s
operations); and a three-year perspective is
sufficiently informative. Furthermore, this shorter
period remains fully in line with FRC guidance
and is better suited to the current, fast- shifting
geopolitical landscape.
This assessment included stress tests on the future
performance and solvency for changes in the
base assumptions over the three years and also
for the principal risks facing the business in severe
but plausible combination of scenarios together
with the effectiveness of any mitigating actions.
Consideration has also been given to the risk of
regional changes such as Brexit; however, the
Board believes that having diverse geographical
operations means that the Group is less
susceptible to the effects of regional changes.
The Directors decided that a three-year period
is appropriate for this assessment because
it gives a good level of confidence due to a
number of factors including: (i) the Group’s
considerable financial resources including the
high cash generation of its operations; (ii) the
inherent unlikelihood of all or even most of the
identified potential principal risks materialising
simultaneously; (iii) the length of major operating
contracts; (iv) the Group’s diverse geographical
operations plus its established business
relationships with many customers and suppliers
in countries throughout the world; and (v) its
proven track record in R&D development and its
ability to adapt to market trends.
To stress test the viability of the Group, the
Directors tested three scenarios and their
projected financial impact over a three-year
period. The three scenarios, and the assumptions
used in each, are detailed opposite:
STRATEGIC REPORT
MEGroup plc Annual Report 2024
66
In all three scenarios tested, the Group continues to comply
with its bank covenants and loan repayment terms and is in
astrong financial position after three years
In all three scenarios, exchange
rateassumptions are as per
the budget. The forecasts
assume payment of dividends
commensurate with results and the
Group’s dividend policy.
In all three scenarios tested, the
Group continues to comply with
its bank covenants and loan
repaymentterms and is in a strong
financial positionafter three years.
Brexit impact was considered by
management to have no significant
impact on the business of the
Group, nor will the Ukrainian or
Israeli conflicts, as the Group has no
activity in these regions.
Management does not consider
interest rate risk to be a threat to the
Group’s viability, as all current debt
is at fixed rates and the forecasts
indicate no requirement for new
debt facilities.
As a result, the cash flow projections
indicate that the Group and the
Parent Company will remain within
their available banking facilities over
the 12 months from signing these
financial statements.
Serge Crasnianski
Chief Executive Officer
24 February 2025
Scenario 1.
The budget, elaborated with each country manager and validated by
the top management, which we consider as the most likely scenario.
Please note that this scenario is the one approved by the Board.
Scenario 2.
The “mild scenario” is based on
the budget, but with the following
sensitivities added:
▪ A 5% decrease in machine
installations due to supply chain
issues
▪ A 5% price increase in spare
parts and consumables
▪ A 1% increase in labour costs
▪ A 5% increase in paper costs
▪ A 1% drop in total revenue due
to loss of key accounts
▪ A 1% drop in revenue due to the
potential impact of a future
pandemic or other global event
▪ This scenario does not consider
the potential impact of new
regulations regarding photo
identification or permission of
selfies as official photos within
the three-year forecast
▪ In addition we assume in this
scenario an additional revenue
decrease of 2% the first year
(2025) for an unidentified
reason as of today
Scenario 3.
The “worst case” scenario is
based on the budget, but with the
following sensitivities added:
▪ A 10% decrease in machine
installations due to supply chain
issues,
▪ A 10% price increase in spare
parts and consumables
▪ A 2% increase in labour costs
▪ A 10% increase in paper costs
▪ A 1% drop in total revenue due
to loss of key accounts
▪ A 3% drop in revenue due to the
potential impact of a future
pandemic or other global event
▪ Revenue is reduced by 3% each
year due to the potential
impact of new regulations
regarding photo identification
or permission of selfies as
official photos
▪ In addition we assume in this
scenario an additional revenue
decrease of 3% the first year
(2025) for an unidentified
reason as of today
MEGroup plc Annual Report 2024
67
Directors’ Report 70
Board of Directors and Company Secretary 72
Corporate Governance 80
Statement of Directors’ Responsibilities 92
Directors’ Remuneration Report 94
Remuneration PolicyReport 98
Annual Report onRemuneration 104
Corporate
Governance
MEGroup plc Annual Report 2024
68
Photobooths with integrated biometric photo
identification solutions. It offers consumers a multi-
functional booth providing a range of services,
alongside our core photo ID product offering.
Photo
Corporate
Governance
MEGroup plc Annual Report 2024
69
Directors’ Report
The Corporate Governance Statement, the
Corporate Responsibility Statement, and the
section headed Sustainability at ME Group
should be read as forming part of this report.
In this document, references to the “Group”,
the “Company”, “ME Group”, “we”, or “our” and
cognates, refer to ME Group International plc, its
subsidiary companies and, where applicable, its
associated undertakings, or any of them as the
context may require.
In addition to the powers conferred on the
Directors by law, the Company’s Articles of
Association also set out powers of the Directors.
Under these powers, the Directors may, subject
toany statutory provision requiring prior
shareholder approval, exercise all powers of
the Company to borrow money, issue shares,
appoint and remove Directors and recommend
dividends and declare interim dividends. A copy
of the Articles of Association can be found on
the Company’s website at https://me-group.
com/wp-content/uploads/2022/01/Photo_Me_
International_Mem_and_aoa_Sep10.pdf.
Details of the Directors’ contracts, emoluments
and interests in shares and share options are
given in the Directors’ Remuneration Report on
pages 94 to 111.
The Directors submit to the shareholders their report, the audited
consolidated financial statements of the Group, and such audited
financial statements of ME Group International plc as required by
law for the year ended 31 October 2024.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
70
MEGroup plc Annual Report 2024
71
1
4
2
5
3
6
Board of Directors and
Company Secretary
The current Directors of the Company, all
ofwhom served throughout the year ended
31 October 2024, are:
Directors’ Report continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
72
1 Sir John Lewis OBE
Non-executive Chairman
Sir John joined the Board in 2008 and was
appointed Chairman in 2010. He is Chairman of the
Nomination Committee and a member of the Audit
and Remuneration Committees. Until early 2019,
Sir John was a Consultant to Eversheds Sutherland
(International) LLP (as now is).
He is a director of Macdonald and Company Holdings
Ltd (previously the AIM market company, Prime People
plc), as well as various private companies. He was
previously a practising solicitor and senior partner in
Lewis, Lewis & Co which became part of Eversheds
Sutherland (International) LLP (as now is) after a series
of mergers. He served as chairman of Cliveden plc and
Principal Hotels plc and as vice-chairman of John D
Wood & Co plc and Pubmaster Group Ltd. The Board
considers Sir John to be non-independent.
2 Serge Crasnianski
Chief Executive Officer & Deputy Chairman
Mr Crasnianski was appointed to the Board in 2009,
having previously served on the Board from 1990 to
2007 (as a Non-executive Director until 1994, and from
1994 as an Executive Director).
He is Chief Executive Officer, Deputy Chairman and
member of the Executive Team. Mr Crasnianski
founded KIS in 1963.
3 Tania Crasnianski
Executive Director
Miss Crasnianski, the daughter of the CEO,
MrCrasnianski, was appointed to the Board in June
2021. Prior to that, Tania had been an independent
legal adviser for seven years and before that held the
role of Head of Global Investments at Stratford Capital
between 2006 and 2014. She spent 12 years in the
legal field, having worked in that time as a Criminal
Lawyer for SCP Versini-Campinchi & Associés, Paris.
Miss Crasnianski joined the Group on 1 June 2020 as
head of legal and general secretary. Miss Crasnianski
supervises the Group’s entities in Germany, Austria,
UK, Ireland, Switzerland and Finland. Miss Crasnianski
is also a member of the Executive Team.
4 Jean-Marc Janailhac
Non-executive Director
Mr Janailhac joined the Board in 2019. He was
designated Executive Director in July 2020. He was
the first chairman of Strategic Committee (now called
the Executive Team) that is responsible for reviewing
and implementing operational decisions across the
Group. He chaired that committee until 31 October 2022.
He returned to being a Non-executive Director on
1 November 2023. He is a senior adviser of Macquarie
Capital (Europe) Limited, which he joined in 2016.
Hisother directorships include SeaFrigo (logistics, France),
SFEIR (IA and SSII, France), EUROHOLD (M&A – Spain),
and Aeronautical Services (New carbon materials,
Italy). He is CEO of Crystal Energy (energy transition,
France) and of SFIC development (international advisory
– France). He is also financial adviser to Fondation A.
Contes (High dilutions, France). The Board considers
MrJanailhac to be non-independent.
5 René Proglio
Non-executive Director
Mr Proglio was appointed to the Board in June 2021,
and appointed chairman of the Audit Committee on
29 April 2022. He assumed the role of Senior Independent
Director as of 1 December 2024. Mr Proglio worked at
Morgan Stanley for 17 years and during that time he held
senior roles, including as Managing Director (2004-2007)
and as Head of Investment Banking (2008-2010). He was
then country head for France from 2010 to 2020, and he
recently joined PJT Partners as a Partner. Before this, he
was a Partner at Ernst & Young. The Board considers Mr
Proglio to be independent.
6 Françoise Coutaz-Replan
Non-executive Director
Miss Coutaz-Replan was appointed to the Board in
2009 as Group Finance Director and retired from that
executive role in August 2015. Since then she has been a
Non-executive Director and was appointed to the Audit
Committee in October 2016. Miss Coutaz-Replan joined
KIS in 1991. She assumed the position of chair of the
Remuneration Committee when Mr Olympitis stepped
down and joined the nomination committee at the
sametime. The Board considers Miss Coutaz-Replan to
be independent.
MEGroup plc Annual Report 2024
73
7
8
9
7 Del Mansi
Company Secretary
Mr Mansi, a qualified solicitor, joined the Group in 2006.
He served as interim Company Secretary from April to July
2008, and was appointed Group General Counsel in 2009,
a role he retained on being appointed Company Secretary
in May 2013.
Former Directors of the Company,
both of whom served throughout
the year ended 31 October 2024, but
have since stepped down are:
8 Emmanuel Olympitis
Non-executive Director
Mr Olympitis joined the Board in 2009. During the year
ended 31 October 2024 he was the Senior Independent
Non-executive Director, Chairman of the Remuneration
Committee, and a member of the Nomination and
AuditCommittees.
Previous directorships include China Cablecom Holdings
Limited (NASDAQ), Canoel International Energy Limited
(Canada), Matica plc, Secure Fortress plc, Bulgarian
Land Development plc, Norman 95 plc, Pacific Media plc
(Executive Chairman) and Bella Media plc (Chairman).
Early career in merchant banking and financial services,
including as Executive Director of Bankers Trust
International Ltd, Group Chief Executive of Aitken Hume
International plc, and Executive Chairman of Johnson
& Higgins Ltd. Mr Olympitis resigned as a Director with
effect from 30 November 2024. He was considered by the
Board to be independent up to that date.
9 Camille Claverie
Non-executive Director
Camille was appointed to the Board in June 2021. She
previously held roles at Sagard, latterly as Principal, and
at Morgan Stanley and she is a Partner at Montefiore
Investment where her responsibilities cover deal
origination, and execution and investment monitoring
to support companies and management teams in their
growth plans. Miss Claverie resigned as a Director on
4 December 2024. The Board considered Miss Claverie
to be non-independent because she worked for FPCI
Montefiore Investment IV which as at 31 December 2024
was interested in 12.04 % of the issued share capital of
ME Group at 31 October 2024.
Directors’ Report: Board of Directors
andCompanySecretary continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
74
Directors’ Report continued
Directors’ and Officers’ Liability Insurance
The Company maintained directors’ and officers’
liability insurance cover throughout the 12-month
period ended 31 October 2024. This insurance
cover extends to the Company’s Directors as
well as directors and officers of subsidiary
undertakings and remains in force. Article 191
of the Company’s Articles of Association allows
the indemnification of Directors of the Company
and associated companies and of directors of a
company that is the trustee of an occupational
pension scheme for employees of the Company
or an associated company against liability
incurred by them in certain situations, and would,
if granted, constitute a “qualifying indemnity
provision” within the meaning of Section 236 (1)
of the Companies Act 2006. No such indemnities
have been granted.
Results and dividends
The results for the year are set out in the Group
Statement of Comprehensive Income on page 122
The Directors are recommending a final dividend
for the year ended 31 October 2024 of 4.45 pence
per ordinary share. The ex-dividend date will be
24 April 2025 and, if approved by shareholders at
the Company’s AGM on 25 April 2025, the dividend
will be paid on 23 May 2025 to shareholders
listed on the register at the close of business on
25 April 2025. On 29 November 2024 the Company
paid an interim dividend in respect of the year
ended 31 October 2024 of 3.45 pence per ordinary
share, totalling £12,998,000.
Employees
Information on the Company’s employment
practices including: its policy regarding
applications for employment by persons with
disabilities; the continuing employment of
employees who have developed disabilities; and
the training, career development and promotion
of persons with disabilities employed by the
Company, as well as employee communication
and involvement, is contained within the
Sustainability Statement on pages 46 to 65.
Employee engagement
The Board understands the importance of
considering the views of all stakeholders, including
its employees.
Senior management has held several internal
consultations and released internal memoranda
outlining the movement of the business
throughout the year. These communications
also help to achieve a common awareness on
the part of all employees of the financial and
economic factors affecting the performance of
theCompany.
The Board understands the importance of
considering the views of all stakeholders,
including its employees. The Executive Directors
have regular meetings with all managers.
These meetings provide an opportunity for the
Executive Directors to learn about the views of
the employees at large, and to report back to the
Board as a whole so that in making any decisions
affecting the employees, the Board can take
those views and any decisions made can take into
account those employee views.
The Company operates an executive share
option scheme that was introduced in 2014 (itself
replacing an earlier similar scheme) and was
renewed in 2024 being approved by members
at the AGM held in that year. Senior members
of staffreceive annual bonuses depending
on personal performance and the Group’s
performance. The above sets out how Directors
have engaged with employees.
MEGroup plc Annual Report 2024
75
Interests in voting rights
Information provided to the Company pursuant
to the Financial Conduct Authority’s DTRs
is published on a Regulatory Information
Service and on the Company’s website. As at
31 October 2024, the following information had
been received, in accordance with DTR 5, from
holders of notifiable interests in the Company’s
issued share capital.
The information provided below was correct
at the date of notification; however, the date
it was received may not have been within the
current financial year. It should be noted that
these holdings might have changed since the
Companywas notified. However, notification of
any change is not required until the next notifiable
threshold is crossed.
Shareholder Name
% Voting
Rights
Number
of shares
Serge Crasnianski
1
36.59
137,803,041
Schroders plc
14.48 54, 540,287
FCPI Montefiore
Investment IV
12.04 45,355,481
abrdn
4.27 16,103,553
Fidelity Manag
ement
&
Re
sear
c
h
3.9
8
14,978,590
1
Except for 63,750 ordinary shares of 0.5p each held in
MrCrasnianski’s own name, the remaining shares are owned
through a nominee by Tibergest PTE LTD, a person closely
associated with Mr Crasnianski, and Mr Crasnianski’s interest in
those remaining shares is indirect.
Since 31 October 2024, Schroders notified the
Company under DTR 5 that as at 31 January 2025,
it was interested in 10.997995% of the Company’s
issued share capital. No other notifications under
DTR 5 have been received since that date and the
date of this report.
Share option grants to persons
discharging managerial responsibilities
In the year ended 31 October 2024, the Company
was notified of the following dealings in its
Ordinary Shares under article 19 of the Market
Abuse Regulation:
Review of business and
future developments
The Strategic Report describes the activities
of thebusiness during the year ended
31 October 2024 as well as recent events
(includingany important events affecting the
Group which have occurred since the end of that
period) and gives an indication of likely future
developments in the Group’s business.
A discussion of the key risks facing the Group and
an analysis of key performance indicators are
provided in the Strategic Report. The Strategic
Report also contains the Board’s Longer-term
Viability Statement.
Research and development
The Group is committed to its research and
development programme in order to maintain its
introduction of innovative products to the market.
The expenditure incurred on the development of
new products is shown in notes 1.7 and 12 of the
financial statements.
Engagement with suppliers,
customers and others
The Executive Directors (and where necessary the
Non-executive Directors, especially the Chairman
and the Senior Independent Director) meet
suppliers, customers and major shareholders, as
do senior management. This gives the Executive
Directors an opportunity to learn of their wishes
and concerns, thereby acquiring information
to which they can have regard when making
strategic and other decisions.
Corporate responsibility, greenhouse gas
emissions, energy consumption and
energy efficiency action.
A summary of the Company’s approach to
corporate social responsibility and environmental
matters, including a report on the Group’s
greenhouse gas emissions, energy consumption
and energy efficiency action for the 12 months
ended 31 October 2024, can be found in the
section headed Sustainability at ME Group on
pages 46 to 65.
Directors’ Report continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
76
▪ On 23 April 2024 the Company was notified that
that Mr Gibon, Chief Financial Officer (non-
Board) exercised an option over 100,000
Ordinary Shares of 0.5p each in the Company
(“Ordinary Shares”) under the Company’s
Executive Share Option Scheme (2014) at a price
of £0.614 per Ordinary Share and subsequently
sold the resulting 100,000 Ordinary Shares at a
price of £1.643 per Ordinary Share.
▪ On 9 May 2024 the Company was notified that
Mr Janailhac, Non-executive Director, sold his
beneficial interest in 27,000 Ordinary Shares of
0.5p each in the Company at a price of £1.572
per OrdinaryShare.
▪ On 23 July 2024, the Company was notified that
Mr Janailhac, Non-executive Director, sold his
beneficial interest in 198,555 Ordinary Shares of
0.5p each in the Company at a price of £1.842
per Ordinary Share.
Share capital
The issued share capital of the Company, plus
details of the movements in the Company’s issued
share capital during the year, is shown in note 21
of the financial statements. Each ordinary share
of the Company carries one vote at each annual
general meeting (AGM) and general meetings of
the Company.
Continued authority to purchase shares
The Company shall seek approval at the 2025
AGM (to be held on 25 April 2025) to renew the
authority for the Company to make market
purchases of up to 10% of its own ordinary shares
at a maximum price per share of not more than
the higher of: (a) an amount that is not more
than 5% above the average of the closing middle
market quotations for an ordinary share (derived
from the London Stock Exchange Daily Official
List) for the five business days immediately
before the date on which that ordinary share
is contracted to be purchased; or (b) the higher
of theprice of the last independent trade or
the highest current independent bid on the
LondonStock Exchange. This authority will expire
on the earlier of 15months from the passing of
the relevant special resolution or the conclusion
of the following AGM. The Company repurchased
1,260,534 ordinary shares of 0.5p each in the
12-month period ended 31 October 2023 and
repurchased a further 1,108,092 ordinary shares of
0.5p each in the following 12-month period ended
31 October 2024. All of these 2,368,626 ordinary
shares of 0.5p each held in treasury were cancelled
on 12 July 2024 and as at 31 October 2024, the
Company did not hold any of its shares in treasury
and does not hold any shares in treasury at the
date of this report.
Additional information
Where not provided elsewhere in the Report of the
Directors, the following provides the additional
information required to be disclosed in the Report
of the Directors. The structure of the Company’s
share capital, including the rights and obligations
attaching to the shares, is set out within note 21 to
the financial statements.
No person holds securities carrying special rights
with regards to control of the Company.
There are no restrictions on the transfer of
ordinary shares in the capital of the Company
other than certain restrictions that may from
time to time be imposed by law; for example,
insider trading law. In accordance with the Listing
Rules of the Financial Conduct Authority, certain
employees are required to seek the approval of
the Company to deal in its shares.
On a show of hands at an AGM or general
meeting of the Company, every holder of
ordinary shares entitled to vote and who is
present in person or by proxy shall have one vote
and on a poll, every member present in person
or by proxy and entitled to vote shall have one
vote for every ordinary share held (except as
otherwise stated in Article 81 of the Company’s
Articles of Association). Any notice of AGM or
general meeting issued by the Company will
specify deadlines for exercising voting rights and
in appointing a proxy or proxies in relation to
resolutions to be passed at the AGM or general
meeting. All proxy votes are counted and the
numbers for, against or withheld in relation
to each resolution are announced at the AGM
or the general meeting and published on the
Company’s website after the meeting.
MEGroup plc Annual Report 2024
77
Proxy appointments and voting instructions must
be received by the Company’s registrars not less
than 48 hours before an AGM or general meeting.
Under its Articles of Association, unless the Board
otherwise determines, no member shall be entitled
to vote in respect of any share unless all calls or
other sums presently payable by them in respect
of that share shall have been paid. The Company
is not aware of any agreements between
shareholders that may result in restrictions on
thetransfer of shares or on voting rights.
The rules governing the appointment of Directors
are set out in the Corporate Governance
Statement on pages 80 to 91. The Company’s
Articles of Association may only be amended by a
special resolution at an AGM or general meeting of
shareholders. The Company is party to a number
of agreements with site owners (such as major
supermarket chains), which could be terminated
by the site owners following a change of control of
the Company.
There are no agreements between the Company
and its Directors or employees which provide for
compensation for loss of office or employment
(whether through resignation, purported
redundancy or otherwise) that occurs because of
a takeover bid.
The Company is not aware of any contractual
or other agreements that are essential to its
businesswhich ought to be disclosed in this Report
of the Directors.
Related-party transactions
Details of related-party transactions are set out in
note 29 to the financial statements.
Financial instruments
Details of the financial risk management
objectives and policies of the Group and exposure
of the Group to foreign exchange risk, interest rate
risk and liquidity risk are given in note 16 to the
financial statements.
Political donations
No member of the Group made any political
donations during the 12-month period ended
31 October 2024.
Directors’ Report continued
Important events post balance sheet date
On 29 November 2024 the Company paid an
interim dividend in respect of the year ended
31 October 2024 of 3.45 pence per ordinary share,
totalling £12,998,000.
The Company runs a defined benefit pension
scheme, the Photo-Me International Plc Pension
and Life Assurance Fund. In November 2024, the
Trustee of the Fund entered into an insurance
contract with Legal & General that provides the
pensions for certain members of the Fund. As a
result, the benefits for all members of the Fund
are now secured with an insurance company, via
policies in the name of the Trustee. The intention is
that in due course these policies will be transferred
into the name of the individual members and the
Fund wound-up.
On 20 February 2025 the Group disposed
of the second, and final, tranche of an office
property in Grenoble, France for £4,848,000. At
31 October 2024 the property was recognised in
non-current assets classified as held for sale in the
Group’s statement of financial position. The Group
will recognise a gain on disposal of £1,584,000 in
the year ended 31 October 2025.
Going concern
In adopting the going concern basis for preparing
these financial statements, the Directors have
considered the Group’s business activities,
together with factors likely to affect its future
development and performance, as well the
principal risks and uncertainties that could affect
the Group up to October 2028.
Having reviewed forecasts, cash flow, financial
resources and financing arrangements and after
making enquiries, the Directors consider that
the Company and the Group have adequate
resourcesto remain in operation for the
foreseeable future. Accordingly, the Directors
continue to adopt the going concern basis in
preparing the financial statements.
The Directors have stress-tested the Group’s
going-concern status by assessing several
different scenarios. Full details of the scenarios
tested and assumptions used are provided in the
‘Longer-term Viability Statement’ and in note 1.1 of
the financial statements.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
78
Disclosure of information to the auditor
The Directors who held office at the date of
approval of this Report of the Directors confirm
that: As far as they are each aware, there is no
relevant audit information of which the Company’s
auditor (Forvis Mazars LLP) is unaware; and each
Director has taken all the steps that he or she
ought to have taken as a director to make himself
or herself aware of any relevant audit information
and to establish that the Company’s auditor is
aware of that information.
Controlling shareholder –
RelationshipAgreement
The Company’s majority shareholder is Tibergest
PTE Ltd which owns 137,739,291 ordinary shares
of 0.5p each representing 36.55% of the issued
share capital of the Company and, 36.55%
of its total voting rights. Tibergest PTE Ltd is
wholly owned by Mr Crasnianski. As used to be
required by the previous edition of the Listing
Rules, Mr Crasnianski and Tibergest PTE Ltd
entered into a relationship agreement with the
Company (the “Relationship Agreement”) to
ensure that the Group is capable of carrying on
its business independently, that transactions and
arrangements between the Group, Tibergest
PTE Ltd and Mr Crasnianski (and each of their
associates) are at arm’s length and on normal
commercial terms, and that at all times a
majority of the Directors of the Company shall
be independent of Tibergest PTE Ltd and Mr
Crasnianski. Whilst there is no longer such a
requirement under the new edition of the Listing
Rules, the Relationship Agreement continues
in force for the purposes of good governance.
Furthermore, the Company has complied
with, and so far as the Company is aware, the
controlling shareholder and its associates have
complied with the following undertakings: (a)
transactions have been conducted at arm’s length
and on normal commercial terms; (b) neither the
controlling shareholder nor any of its associates
will take action that would prevent the Company
from complying with the Listing Rules; and (c)
neither the controlling shareholder nor any of its
associates will propose or procure the proposal
of a shareholder resolution which is intended or
appears to be intended to circumvent the proper
application of the Listing Rules. So far as the
Company is aware, the controlling shareholder can
and does procure the compliance of its associates
with these undertakings.
AGM 2025
The Company’s AGM this year will be held on
25 April 2024 at the offices of Hudson Sandler
LLP, 25 Charterhouse Square, London EC1M
6AE at 10 a.m. Notice of the AGM is sent to all
shareholders of the Company, as well as to
persons nominated by a shareholder of the
Company to enjoy information rights. The Notice
convening the meeting provides full details of
all the resolutionsto be proposed, together with
explanatory notes for both the ordinary and
special business. Hard copies of this Annual Report
are sent only to shareholders who have requested
or request a copy.
By order of the Board
Sir John Lewis OBE
Non-executive Chairman
24 February 2025
MEGroup plc Annual Report 2024
79
Corporate Governance
Statement of compliance with the UK
Corporate Governance Code.
The Board has complied with the UK Corporate
Governance Code (2018 edition) (the “Code”)
except as set out in the table on page 81.
The Group’s business model and strategy
The Group’s business model and strategy are
summarised in the Strategic Report, and describe,
amongst other things, how the Company
generates and preserves value over the longer
term and the strategy for delivering the objectives
of the Company.
The Board
Board composition
The Directors who served throughout the financial
year ended on 31 October 2024 are: Sir John
Lewis OBE, Serge Crasnianski, Tania Crasnianski,
Jean-Marc Janailhac, Françoise Coutaz- Replan,
René Proglio, alongside Emmanuel Olympitis
and Camille Claverie, the two last-mentioned
individuals having resigned on 30 November
and4 December 2024 respectively.
The Chairman
The Chairman has the overall responsibility for
managing the Board. The Chief Executive Officer
has responsibilities for strategy, operations and
results. The Chief Executive Officer also has
responsibility for the day-to-day operation of the
Group. A clear division of responsibility exists, such
that no single individual or group of individuals
can dominate the Board’s decision-making
process. Throughout the year under review, Sir
John Lewis OBE served as Chairman and Mr
Crasnianski served as Chief Executive Officer,
Deputy Chairman and member of the Executive
Team. In the Board’s opinion, even though Sir John
Lewis OBE has been a Director since 2008 and
Chairman since 2010, it is proposed that he remain
in place for the time being. The Board considers Sir
John to be a non-independent director.
Director independence
The Board structure has not complied with the
Code provision that requires that at least half the
Board, excluding the chairman, should be Non-
executive Directors whom the Board considers to
be independent. The table on page 81 contains
more details on this.
The Senior Independent Director
Emmanuel Olympitis served as the Company’s
Senior Independent Non-executive Director
throughout the period.
Although Mr Olympitis had been a director since
December 2009, he was considered by the Board
as independent on the basis that he continued to
demonstrate total independence in his behaviour
and in his interaction with the rest of the Board. Mr
Olympitis resigned as a Director with effect from
30 November 2024 and was replaced as Senior
Independent Director by Mr Proglio.
Election of new Director
If a new Director were to be appointed, the Board
would ordinarily appoint someone whom it believes
has sufficient knowledge and experience to fulfil the
duties of a director. (In doing so, the Board would
continue to encourage and give consideration to
candidates from a diverse range of backgrounds
and experiences as mentioned under the heading
Equality, Diversity and Inclusion below.) If this were
not the case, an appropriate training course would
be provided. An appropriate induction programme
is undertaken for all newly appointed Directors. All
Directors have access to the advice and services
of the Company Secretary. Any Director wishing to
do so in furtherance of his or her duties may take
independent advice at the Company’s expense.
All Directors are required to stand for re-election
every three years and newly appointed Directors
are subject to election by shareholders at the
first AGM after their appointment. However, in
order to provide for stability and continuity, and
to avoid destabilising the Board, the Directors
have unanimously decided not to comply with the
Code’s recommendation that all Directors seek
annual re-election.
Directors’ conflicts of interest
During the year ended 31 October 2024, the
Directors completed questionnaires in respect of
their interests. The Board will continue to monitor
and review actual or potential conflicts of interest
on a regular basis and will consider whether or not
it is appropriate to authorise any such conflicts.
The Financial Reporting Council requires listed
companies incorporated in the UK to include in
their annual financial report: (i) a statement of how
they have applied the main principles set out in
the Code; and (ii) a statement as to whether they
have complied throughout the accounting period
with all relevant provisions set out in the Code.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
80
The Directors consider that throughout the 12-month period ended 31 October 2024
theCompany complied with those provisions of the Code that are applicable to it,
exceptfor the following:
Point of non-compliance with Code Explanation for non-compliance
Less than half the board, excluding the Chair, are
Non-executive Directors whom the board considers
to be independent.
Excluding the Chairman, the Board comprised two Executive Directors
and five Non-executive Directors, three of whom were considered
independent by the Board. Strict compliance would have required an
additional Independent Non-executive Director. The Board considers its
composition to be sufficiently close to the Code’s prescription on this
point to render its non-compliance in this regard inconsequential.
For engagement with the workforce, one or a
combination of the following methods should be used:
▪ Director appointed from the workforce;
▪ formal workforce advisory panel; and
▪ designated Non-executive Director.
▪ (But none is used.)
The Executive Directors meet regularly with the general managers of the
Group. This enables both sides to raise any matters of interest to the
other. The Non-executive Directors are always available should anyone
not be comfortable in dealing with the Executive Directors about
anything. Also, the whistle-blowing policy is in place as a further avenue
should anyone wish to use it. Therefore, the Board believes that given the
size of the Group and its resources, this is appropriate and additional
measures to engage are unnecessary and overly cumbersome.
There is no annual re-election of all directors. The Board thinks this would distract the Board from its business, and
that continuity enables people with deep knowledge of the Company to
make more informed, effective and considered judgments.
Chairman has been in office for more than
nine years.
Sir John Lewis OBE is considered by the Board to be an effective and
engaged chair. He has the full approval and confidence of the Board.
Non-executive Directors do not liaise with work
force as a matter of routine.
After due consideration, the Board concluded that it was in order for the
Executive Directors to liaise with the work force. If anyone felt
uncomfortable, for whatever reason, about liaising with the Executive
Directors there was recourse to the Non-executive Directors, as well as
recourse to the whistleblowing process.
Mr Olympitis is considered by the Board to be
independent notwithstanding that he fell within
several presumptions laid down by the Code as being
likely to impair or that could appear to impair, a
Non-executive Director’s independence, specifically
that he served on the Board for more than nine years
from the date of his first appointment and was
beneficially entitled to shares of the Company. Mr
Olympitis stepped down as a Director on
30 November 2024.
The only presumptions of non-independence raised by the Code
applicable to Mr Olympitis were that (i) he had been a Director for more
than nine years (Mr Olympitis stepped down as a director on
30 November 2024) and (ii) he had a beneficial interest in 45,000
Ordinary Shares of 0.5p each of the Company. The Board found that Mr
Olympitis demonstrated total independence in his behaviour and in his
interaction with the rest of the Board and that his deep, lived knowledge
of the Group resulted in his being able to make positive contributions
and constructive challenges rather than diminish his contributions in any
way. His interest in the Company’s shares was too minimal to have an
impact on his performance as a director. The rest of the Board
considered him to be independent in both character and judgment.
MEGroup plc Annual Report 2024
81
Point of non-compliance with Code Explanation for non-compliance
Miss Coutaz-Replan is considered by the Board to be
independent notwithstanding that she falls within
several presumptions laid down by the Code as being
likely to impair or that could appear to impair, a
Non-executive Director’s independence, specifically
that she has served on the Board for more than nine
years from the date of her first appointment and is
beneficially entitled to shares of the Company.
Miss Coutaz-Replan’s employment as an Executive Director ended in
August 2015 since when she has played no executive role in the Group
and her dealings with the Executive Directors have been restricted to her
role as a Non-executive Director. Miss Coutaz-Replan’s personal
shareholding of 200,000 ordinary shares of 0.5p each represents only a
very small percentage of the total issued share capital, too minimal to
have an impact on her performance as a director. Her knowledge of the
Group’s finances and associated systems and controls gives her great
insight and the ability to ask pertinent questions and make constructive
suggestions and rigorous challenges. The rest of the Board considers her
to be independent in both character and judgment.
Sir John Lewis OBE is a member of the
Audit Committee.
Under the predecessor to the Code, there was no restriction on the
Chairman of the Board being a member of the Audit Committee and
such membership in the case of Sir John Lewis OBE, in the opinion of the
Board did not impede that committee’s functioning but enhanced it.
There was no external Board evaluation. The Board opted to conduct its own internal review using an anonymised
questionnaire. It believes the anonymity was a sufficient safeguard to
encourage openness and transparency of feedback.
The Nomination Committee consists of one director
whom the Board conserved to be independent and
one director whom the Board considered to be
non-independent. This was contrary to Provision 17
ofthe Corporate Governance Code which states
amongst other things that, ‘majority of membersof
the committee should be independent non-executive
directors’.
Until the question of Sir John Lewis’s independence was revisited
by the Board, both members of the Nomination Committee were
independent and therefore its composition was Code-compliant.
The Committee has not met since this time so its composition has not
affected anything. It is planned to revisit the composition of this
Committee before the AGM in 2026.
Mr Crasnianski receives a pension contribution
equalto 15% of his basic remuneration. The Code
recommends that pension contribution rates for
executive directors, or payments in lieu, should be
aligned with those available to the workforce.
Following a review of Mr Crasnianski’s pension provision and how this
compares with that of the general workforce, the Committee has agreed
to maintain the CEO’s current pension at 15% of salary going forward.
Given the diverse nature and geographies of the Company’s businesses
and employees, no single Group-wide pension plan operates and
therefore pension contribution rates vary across the Group with pension
levels not necessarily reflecting seniority.
1
The Code and associated guidance are available on the Financial Reporting Council website at
https://media.frc.org.uk/documents/UK_Corporate_ Governance_Code_2018.pdf.
Corporate Governance continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
82
Board evaluation
The Chairman and Chief Executive Officer review
the performance of other Executive Director. The
Chairman reviews the performance of the Chief
Executive, the other Executive Director(s) and
each Non-executive Director. The Non-executive
Directors, led by the Senior Independent Non-
executive Director evaluate the performance of
the Chairman, taking into account the views of the
Executive Directors. During the year, the Chairman
meets with the Non-executive Directors without
the Executive Directors being present.
Under the guidance and supervision of the
Company Secretary, the Board undertakes an
internal process to assess the effectiveness of the
Board during each financial year. This consists
of aconfidential survey. Areas identified in which
there is considered to be room for improvement
are usually addressed by the Board during the
current year.
Operation of the Board
The Board is normally scheduled to meet four or
five times a year, with ad hoc meetings (including
by way of conference and video calls) convened to
deal with urgent matters. The Board has a formal
schedule of matters reserved to it for decision.
These include: the approval of the financial
statements; dividend policy; major acquisitions,
disposals and other transactions; significant
changes in accounting policies; the constitution
of Board Committees; risk management; and
Corporate Governance policy.
The Board has delegated various matters
to Committees, as detailed below. These
Committeesof the Board meet regularly (the
Nomination Committee meets as required. The
Committees deal with specific aspects of the
management of the Company. The Board has
delegated authority to the Committees and they
have defined terms of reference; those of the
Nomination, Audit and Remuneration Committees
are available on the Company’s website (https://
me-group.com/governance/#tab-board-
committees-1). Decision-making relating to
operational matters is handled by the Executive
Directors and senior management.
Board and Committee papers are circulated in
advance of each meeting and are supplemented
by reports and presentations to ensure that Board
members are kept fully informed.
Regular communication between the Directors
also takes place outside the formal forum of Board
and Committee meetings.
The Board had five meetings during the year
under review. A committee of the Independent
Directors meeting alone had one meeting in
thatperiod.
Attendance of Directors at Board and Committee meetingsisset out below:
Board
Audit
committee
Remuneration
committee
Nomination
committee
J Lewis 5(5) 3(3) 3(3) 0(0)
S Crasnianski 5(5) – – –
T Crasnianski 5(5) – – –
J-M Janailhac 5(5) – – –
F Coutaz-Replan 4(5) 3(3) – –
E Olympitis 5(5) 3(3) 3(3) 0(0)
C Claverie 5(5) – – –
R Proglio 5(5) 3(3) – –
MEGroup plc Annual Report 2024
83
Audit Committee
This comprised Mr Proglio (Committee Chairman),
Mr Olympitis (Senior Independent Director), Sir
John Lewis OBE (Chairman of the Board), and
Miss Coutaz-Replan (the Group’s former Finance
Director). The Board considers that Miss Coutaz-
Replan and Sir John Lewis OBE have suitable
recent and relevant financial experience to satisfy
the requirements of the Corporate Governance
Code (2018 edition). The Board also considered the
same of Mr Olympitis during his membership of
the Committee. (As Mr Olympitis stepped down
after the year end, the Board are considering the
composition of that Committee.)
Meetings are normally held at least twice a year.
Three meetings were held during the year ended
31 October 2024. Other Directors, together with
the Chief Financial Officer (currently a non-Board
position) and representatives of the external
auditor are generally invited to attend meetings.
The Audit Committee aims to meet with the
external auditor, at least twice a year. On behalf
of the Board, the Committee reviews the Group’s
accounting and financial reporting practices, the
reports of the internal auditor and external auditor,
and compliance with policies, procedures and
applicable legislation. In addition, the Committee
monitors the effectiveness of both the external and
internal audit functions and reviews the Group’s
internal financial control systems and reporting
processes, and risk-management procedures.
The Committee considers the appointment of the
external auditor and makes a recommendation on
the audit fee to the Board; it usually assesses the
effectiveness of the external auditor by means of an
internal review process, assisted by a confidential
questionnaire; it sets a policy for safeguarding the
independence of the external auditor; and reviews
the external auditor’s work outside of the audit
itself, taking into account the nature of the work, the
amount of the fees and whether it is appropriate for
Key matters
considered
In February 2025,
the Committee
met to reviewthis
Annual Report and to
receive theexternal
auditor’supdate
andreport onits
auditactivity.
The Committee’s primary areas of focus were:
▪ Considering how and when the
Committee should exercise (and
evidence) their oversight of
management, notably in relation
to their review of the effectiveness
of internal controls, acquisitions
and disposals, investments outside
the normal course of business and
approval of budgets and plans.
▪ The need for management to
develop expertise in relation to
sustainability either internally or
externally to address the
forthcoming challenges of
moredemanding
sustainabilityreporting.
▪ The requirement to address other
matters under ISA (UK) 260 to
communicate with those charged
with governance as a result of
forthcoming changes to the
Corporate Governance Code 2018
as a result of the new iteration in
the 2024 edition.
▪ During 2024, the FRC’s Audit
Quality Review (AQR) team carried
out an inspection of the external
audit of our financial reporting for
the 31 October 2023 financial year
as part of their routine inspection
activity. The FRC has provided a
copy of their confidential report to
the chairman of the committee,
which has been reviewed and
discussed by the committee and
with Forvis Mazars. The findings of
the review highlighted limited
improvements were required in
the documentation of certain
aspects of the audit pertaining to
management override of controls,
group audit oversight and
archiving. The committee is
content that the matters raised do
not give it concerns over the
quality, objectivity or
independence of the 2023 audit
and have been addressed by
Forvis Mazars in the context of the
audit for the year ended
31 October 2024.
Board Committees
Corporate Governance continued
CORPORATE GOVERNANCE
84
MEGroup plc Annual Report 2024
the external auditor to carry out such work. Details
of the audit and non-audit fees are provided in note
5 to the financial statements.
External auditor
Forvis Mazars LLP has been the external auditor
of the Group since the AGM in October 2019.
The audit partner is David Herbinet. The Audit
Committee is satisfied with the effectiveness,
objectivity and independence of the external
auditor. Accordingly, aresolution will be proposed
at the forthcoming AGM for Forvis Mazars LLP’s
re-election as auditorfor the coming year. The
Board is committed to putting the audit contract
out to tender at least once every ten years. It
conducted a tender process for the external audit
role in 2019 in which it invited three firms to tender
for the role of external auditor; Forvis Mazars LLP
was the successful tenderer.
The Audit Committee has obtained confirmation
from Forvis Mazars LLP that no non-audit services
were provided by Forvis Mazars LLP during the
year. The Audit Committee is satisfied that Forvis
Mazars LLP remains independent.
Remuneration Committee
During the year ended 31 October 2024,
the Remuneration Committee comprised
MrEmmanuel Olympitis (Committee
Chairman)andSir John Lewis OBE (Chairman of
the Board). Mr Olympitis resigned as a Director
with effect from 30 November 2024 and Miss
Coutaz-Replan replaced him as Chair of the
Remuneration Committee.
The Committee meets at least once a year.
It met three times in the year ended
31 October 2024.
The Committee makes recommendations
to thefull Board in respect of the Group’s
remuneration policy.
The Committee also keeps under review the
remuneration of the Chairman and the Group’s
Executive Directors (the Chairman would not
play a part in deciding his own remuneration),
to ensure that they are rewarded fairly for their
contribution. The Committee also makes awards
under the Executive Share Option Scheme. The
Committee’s Terms of Reference are available on
the Company’s website.
The Remuneration Report on pages 94 to 111
provides details of how the Committee applies the
directors’ remuneration principles of the Code.
As two Directors stepped down after the year end,
one of whom was a member of the Remuneration
Committee, the Board are considering the
composition of that Committee.
Nomination Committee
During the year ended 31 October 2024, the
Nomination Committee comprised Sir John
Lewis OBE (Committee Chairman and member
of the Audit and Remuneration Committees) and
Emmanuel Olympitis (Senior Independent Director,
member of the Audit Committee and Chair of
the Remuneration Committee). The Chairman
of the Board would not chair the Nomination
Committee when it addresses the appointment of
his successor. Mr Olympitis resigned as a Director
with effect from 30 November 2024 and Miss
Coutaz-Replan replaced him as a member of the
Nomination Committee. The Committee is not
compliant with the applicable provisions of the
Code which requires that a majority of members
of the Committee are Independent Non-executive
Directors because the Board only considers
MissCoutaz-Replan to be independent, not
SirJohn Lewis.
The Committee, which meets as required,
makes recommendations to the Board on the
appointment of new directors. The Committee
did not meet in the year ended 1 October 2024
but its members speak frequently even in the
absence of formal meetings in order to keep board
composition under review and to ensure that a
proper succession plan is in place at all times.
The Nomination Committee is committed
to thepursuit of diversity, including gender
diversity,throughout the business. Appointments
to the Board are made on merit, against
objectivecriteria and with due regard for the
benefits of diversity on the Board, including
gender diversity. The Nomination Committee
does not commit to any specific targets, therefore.
The Group’s Diversity Policy also recognises the
benefits of diversity.
The Nomination Committee will ensure that
its development in this area is consistent with
the Group’s current and future requirements,
MEGroup plc Annual Report 2024
85
1
2 3 4
Corporate Governance continued
Executive Team
As part of actions to further stabilise executive
governance, the Group has taken the decision to
evolve what was the Strategic Committee into a
new Executive Team. The Group believes this is the
correct Committee to provide coherence, optimise
synergies, share best practices and support the
Group’s succession process.
Led by key operational management,
the Executive Team provides sustainable
management and allows the Group to better plan
for the future.
The Executive Team meets once a month to decide
all strategies, resources and Group actions. Each
member of the operational management team is
responsible for, and in charge of, implementing the
decisions from within their business area.
A larger Group Managers Committee meets
periodically, gathering country managers together
with the Executive Team in order to discuss and
review the implementation of communication,
decisions and actions that have been decided by
the Executive Team meetings.
The Executive Team comprises:
1 Serge Crasnianski
Chief Executive Officer, Deputy Chairman
2 Tania Crasnianski
Executive Director
3 Stéphane Gibon
Chief Financial Officer
4 Charlotte Delbès
Chief Marketing Officer
enhances Board effectiveness, and reflects the
Company’s UK listing and the international
activity of the Group.
During the year ended 31 October 2024, no
vacancies for the Board arose, therefore no
appointments were required. As turnover of
Board members is low, as mentioned above, the
Nomination Committee has not set any targets but
as and when vacancies do arise, the Nomination
Committee and the Board are committed to
giving consideration to all interestedand available
candidates regardless ofage, disability, sex,
sexual orientation, pregnancy and maternity, race
or ethnicity, religion or belief, gender identity, or
marital or civilpartnership status.
As two Directors stepped down after the year end,
one of whom was a member of the Nomination
Committee, the Board are considering the
composition of that Committee and the board
asa whole.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
86
Our commitment
The Board of ME Group is a supporter of gender
and ethnic diversity as part of the Company’s
commitment to diversity and inclusion in the
broadest sense.
We are committed to attracting and retaining the
best people who reflect the diverse experiences
and characteristics of the customers we serve.
This is central to our core values, which include
a commitment to the following ethics driving
our behaviour: courage, creativity, solidarity,
eco-responsibility and commitment. This
encompasses, but goes beyond, gender and
ethnic diversity. For example, we are focused
on supporting those people who may be
disadvantaged or marginalised in connection
withtheir educational background, socio-
economic background or caring responsibilities,
aswell as characteristics which are protected
under equality law.
The Company has long been – and remains
– an equal opportunities employer. It has
had embedded a comprehensive equality,
diversityand inclusion policy, the latest
revision ofwhich was made in 2022 (but which
originates as far back as 2011) covering the
entire employment lifecycle and emphasising
our commitments and expected behaviours.
Astatement by the Company on its approach to
this topic can be found here: https://me-group.
com/company-documents/.
The Board considers it a matter of the utmost
importance in the best interests of shareholders
and other stakeholders to fill positions with the
best possible candidates regardless of their
gender, ethnic origin or other attributes. It believes
this is what investors want and that it is in the best
interests of the Company.
Listing rules: board targets regarding
gender and ethnicity
As at 31 October 2024 (the Company’s chosen
reference date for reporting under Listing Rules
6.6.(9) and (10):
▪ 37.5% of the Board consisted of women. None of
the Chair, CEO, SID, and CFO (the last of which is
not a statutory board position) is a woman,
although from 2009 to 2015 the CFO (that office
being then a statutory board position, and one
Equality, diversity and inclusion
of only two statutory directors during that
period) was a woman. Whilst this falls short of
the ‘40%’ and ‘senior position’ targets set out in
the Listing Rules, it exceeds the 33% target set
by the Hampton-Alexander Review and the
30% Club Investor Group in their widely adopted
guidance. It also represents material compliance
as the 2.5% shortfall represents less than one
person owing to the numbers on our Board
▪ None of the Board members was from an ethnic
minority background as defined under the
Listing Rules, although the Board comprised
individuals of five different nationalities.
The Board would point out the following by way of
explanation and important context:
▪ The Board was (and remains) relatively small
and at the reference date consisted of two
Executive Directors, one of whom was a woman,
and five Non-executive Directors, of whom two
were women. (The roles of Chief Marketing
Officer and Head of HR are not board level
positions at the Company, but if they were (as is
common in other organisations), we would well
have exceeded the 40% target set by the Listing
Rules.)
▪ The composition of the Board has remained
relatively steady over the last few years
(although two Directors stood down after
31 October 2024). That is by design: the Group
has undergone significant changes, making
consistency and clarity of thought at Board level
vitally important
▪ The Board comprises 37.5% female members,
representing (i) two Non-executive Directors one
of whom sits on the audit committee and (i) one
Executive Director, who is head of legal and
general secretary, and is also responsible for
supervising the Group’s entities in Germany and
Austria. As mentioned above, this is higher than
the 33% target set by the 30% Club Investor
Group and is close to 40%
▪ As at 31 October 2024, 50% of the Company’s
Executive Team comprised women.
▪ When Mr Olympitis stepped down as a Director
at the end of November 2024, the percentage of
female directors on the Board was 42.86%. After
Miss Claverie stepped down as a Director on
4 December 2024, it decreased to 33.33%.
MEGroup plc Annual Report 2024
87
▪ It is important to recognise that the Group has a
large presence in, and the Company draws
many of its leaders from, countries where the
cultural and legal approach to ensuring Diversity
& Inclusion is very different. For example, in
France and Germany asking candidates and
employees to disclose their ethnicity can amount
to a criminal offence, and it is counter-cultural to
suggest the introduction of targets or quotas for
improving representation. Whilst the Company
and the Board will continue to strive for
improvement, it must do so in a way that
remains respectful of, and sensitive to, differing
expectations in our main markets and the rule of
law in other jurisdictions
▪ As an equal opportunities employer, the
Company is committed to providing equal
career opportunities for all its employees
without discrimination, and pursuing fair and
equitable policies and procedures for
recruitment, training and development. It gives
full consideration to all applications from
persons with protected characteristics and more
broadly from a diverse range of backgrounds,
with due regard to their aptitudes and abilities.
Indeed, we have a paragraph stated on all our
job postings as follows ‘As an equal
opportunity’s employer, ME Group is committed
to the equal treatment of all current and
prospective employees and does not condone
discrimination on the basis of age, disability, sex,
sexual orientation, pregnancy and maternity,
race or ethnicity, religion or belief, gender
identity, or marriage and civil partnership.’
We aspire to have a diverse and inclusive
workplace and strongly encourage suitably
qualified applicants from a wide range of
backgrounds to apply and join our Company.
The Board recognises the risks of applying hard
short-term targets, which can give rise to a
perception of an uneven playing field, and which
can discourage qualified applicants and existing
employees from seeking positions.
However, the Board will continue to encourage
and give consideration to candidates from a
diverse range of backgrounds and experiences
when seeking out the best talent whenever a
position comes up to be filled. The Board does
not believe that positions should be created
for the ad hoc purpose of meeting targets, and
thereforeanother reason for not meeting the
40% level stipulated by the Listing Rule and other
targets set out in the Listing Rules is simply that
positions have not arisen requiring to be filled
partly as a result of the Group’s relatively low
turnover of officers.
More broadly, the Board actively supports the roll-
out of initiatives under the Equality, Diversity, and
Inclusion Policy, referred to below, to broaden the
diversity of the Company’s workforce, and to ensure
the Company’s culture is as inclusive as possible.
We collected the data which informs this part
of our report by questionnaires sent to all the
relevant persons and which were adapted to
ensure compliance with local laws.
Equality, diversity and inclusion policy
The Board supported the Company’s embedding
of its comprehensive Equality, Diversity and
Inclusion Policy (ED&I Policy) in July 2022. The
ED&I Policy applies to anyone who works in
the Company, including the Board (and its
committees). It seeks to emphasise the Company’s
commitments to equality, diversity and inclusion
(ED&I), sets expectations in respect of employees’
behaviour and sets out steps the Company is
taking to ensure an inclusive culture. The ED&I
Policy deliberately takes a broad and ambitious
approach to diversity and commits to trying to
ensure that recruitment, promotion and retention
procedures do not result in less favourable
treatment because of someone’s disability,
gender, gender identity or gender reassignment
status, marital status, race, racial group, ethnic
or national origin, or nationality, religion or
belief,sexual orientation, age, civil partnership
status, pregnancy or maternity, paternity,
educational background, socio-economic
background, caring responsibilities, part-time
status or fixed-term status.
The ED&I policy is shared with all our workers on
the UK HR system available to all UK employees
via self-service and easy access on laptops and
mobile phones; it requires acknowledgement.
There is an Equality and Diversity training
programme which can be rolled out to all
employees in the UK through our WorkWize
training portal. The ED&I Policy also dedicates
a section specifically to the ways in which the
Corporate Governance continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
88
Company seeks to ensure inclusion of disabled
people, to give tangible examples of the
Company’s approach and to showcase its focus
ondisability inclusion.
We are asked to report on the results of the ED&I
Policy in the reporting period. It is difficult to
point to quantitative evidence of improvements
in concepts like inclusion which are inherently
difficultto measure, especially where progress
onsuch matters is inevitably incremental.
However, we are encouraged to actively follow
this policy to create a more inclusive workplace,
which helps the business attract candidates with
a wide rangeof skills from diverse backgrounds.
We believe that this helps keep the Company
successful, and that our employees are motivated
and reassuredby the fact that we are an equal
opportunities employer.
We are also required to report on the gender
and ethnicity data in relation to our Board and
executive management in tables prescribed under
the Listing Rules. These are set out below. We
collected this information by asking each member
of the Board and executive management,
where permitted by law to do so, to complete
a questionnaire to confirm which of the below
categories describes them.
Table for reporting on gender identity or sex
Role
Number of Board
members
% of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair
Number in
executive
management
(plus company
secretary)
% of executive
management
(plus company
secretary)
Men 5 62.5 3 3 60
Women 3 37.5 – 2 40
Not specified/prefer not to say – – – – –
Table for reporting on ethnic background
Role
Number of Board
members
% of
the Board
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair
Number in
executive
management
(plus company
secretary)
% of executive
management
(plus company
secretary)
White British or other
White (including minority –
white groups)
2 17 – 1 20
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/
Black British
– – – – –
Other ethnic group,
including Arab
– – – – –
Not specified/prefer not to say 5 83 – – –
Notes
1 Data were acquired by using questionnaires seeking the information required by the Listing Rules. Having sought legal advice, the
Company was informed that it could not lawfully ask questions around ethnicity to French nationals therefore it did not do so.
2
As at 31 October 2024, the Board consists of French, Greek, German, Swiss and UK nationals. The Executive Management (which the
Company calls its Executive Team) comprised French, Swiss and German nationals.
MEGroup plc Annual Report 2024
89
Shareholder communication
andengagement
The Chief Executive Officer has regular meetings
with the Company’s major institutional
shareholders to help ensure, amongst others, that
the Board develops an understanding of the views
of major shareholders about the Company and
the Group.
The Chairman also meets with major shareholders
and has contact with them as and when required.
The Senior Independent Non-executive Director
and, where appropriate, other Non-executive
Directors, are also made available to meet with
major shareholders on request. Any pertinent
feedback arising from such meetings is reported
to the Board at its regular meetings and/or by
correspondence or dialogue.
In normal circumstances, private investors are
encouraged to attend the AGM and have the
opportunity to question the Board. All members of
the Board usually attend the AGM. Shareholders
are given the opportunity to vote on each separate
issue. The number of proxy votes lodged is given at
the meeting after the vote on a show of hands for
each resolution and is published on the Company’s
website after the meeting.
Corporate Governance continued
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
90
Accountability and internal control
The Board is ultimately responsible for the Group’s
systems of internal control and risk management,
and for reviewing their effectiveness. This is effected
by receiving reports from the Audit Committee
following its review. The Board confirms that it
has reviewed the effectiveness of the systems
of internal control and risk management for the
year under review. The Board is generally satisfied
that such systems have operated adequately
throughout the period.
The system of internal control is designed to
manage, rather than eliminate, the risk of failure
to achieve business objectives. Such a system can,
however, provide only reasonable and not absolute
assurance against material misstatement or loss.
The Group has in place processes for identifying,
evaluating and managing the significant risks that
are applicable to the business. The Board regularly
reviews these processes.
The Chief Executive Officer is ultimately responsible
for risk management. Executive Managers of
individual Group companies are responsible for the
identification, evaluation and management of the
key risks applicable to their areas of responsibility.
These risks are assessed on a regular basis.
The Managers of Group companies are aware
of their responsibility to operate systems of
internal control that are effective and efficient
for their businesses, to provide reliable financial
information and to ensure compliance with local
laws and regulations.
The Group has a comprehensive budgeting system,
with an annual budget approved by the Board.
Actual results are reported monthly through
the Group’s financial systems, and variances
are reviewed. The Audit Committee receives
reports from the external auditor and reports its
conclusions to the Board.
A whistle-blowing procedure by which staff may
raise concerns about possible improprieties in
matters of financial reporting or other matters
was in place throughout the year. The whistle-
blowing policy can be found on the Company’s
website at: https://me-group.com/wp-content/
uploads/2022/01/Photo-Me-Whistleblowing-
Policy.pdf.
Internal control and risk management in
relation to the financial reporting process
The Group has a thorough assurance process in
place in respect of the preparation, verification
and approval of periodic financial reports.
This process includes:
▪ The involvement of qualified, professional
employees with an appropriate level of
experience (both in Group finance and
throughout the business)
▪ Formal sign-offs from appropriate business
segment managing directors and finance
directors
▪ Comprehensive review and, where appropriate,
challenge from key internal Group functions
▪ A transparent process to ensure full disclosure of
information to the external auditor
▪ Engagement of a professional and experienced
firm as external auditor
▪ Oversight by the Audit Committee, involving
(amongst other things):
i, A detailed review of key financial
reportingjudgments that have been
discussed by management
ii, Review and, where appropriate, challenge on
matters including: the consistency of, and any
changes to, significant accounting policies and
practices during the year; significant
adjustments arising as a result of the external
audit; the going concern assumption; and the
Company’s statement on internal control
systems, before endorsement by the Board
The above process, plus the review by the Audit
Committee of a comprehensive note that sets out
the details of the preparation, internal verification
and approval process for the Annual Report and
Accounts, provides comfort to the Board that the
Annual Report and Accounts, taken as a whole,
are fair, balanced and understandable, and give
the information necessary for shareholders to
assess the Group’s position and performance,
business model and strategy. In connection with
the audit for year ended 31 October 2024, the
above process and review did not result in any
adverse findings, and the Audit Committee found
the process and associated controls sufficient and
adequate for their purpose.
Control & Risk
MEGroup plc Annual Report 2024
91
Statement of Directors’
Responsibilities
Sir John Lewis OBE, Serge Crasnianski, Tania Crasnianski,
Françoise Coutaz-Replan, Jean-Marc Janailhac and René Proglio
are the Directors of the Company and are responsible for
preparing the Annual Report and the financial statements in
accordance with applicable law and regulations.
1
Company law requires the Directors to prepare
financial statements for the Group and the
Company for each financial year. Under that
law,the Directors are required to prepare the
Group financial statements in accordance
with UK-adopted international accounting
standardsand applicable law and have elected
toprepare the Company’s financial statements
onthe same basis.
Under company law, the Directors must not
approve the financial statements unless they are
satisfied that they give a true and fair view of the
state of affairs of the Group and the Company and
of their respective profit or loss for that period. In
preparing each of the Group and the Company’s
financial statements, the Directors are required to:
▪ Select suitable accounting policies and then
apply them consistently;
▪ Make judgments and accounting estimates that
are reasonable and prudent;
▪ State whether they have been prepared in
accordance with UK-adopted international
accounting standards, subject to any material
departures disclosed and explained in the Group
and Company financial statements respectively;
and
▪ Prepare the financial statements on the
going-concern basis unless it is inappropriate to
presume that the Group and the Parent
Company will continue in business.
1
The functions of the persons named here can be found on
pages 72 to 73.
The Directors are responsible for keeping
adequate accounting records that are sufficient to
show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the
financial position of the Company and the Group
and enable them to ensure that their financial
statements and the Directors’ Remuneration
Report comply with the Companies Act 2006
and as regards the Group’s financial statements,
Article 4 of the IAS Regulation.
The Directors have general responsibility for
taking such steps as are reasonably open to
them to safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate
GovernanceStatement that comply with that
lawand those regulations.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in the UK governing the preparation
and dissemination of financial statements may
differ from legislation in other jurisdictions.
Corporate GovernanCe
MEGroup plc Annual Report 2024
92
Responsibility Statement of the Directors
in respect of the annual financial report
Each of the Directors of the Company, whose
names and functions are listed on page 72,
confirms that, to the best of his or her knowledge:
▪ The financial statements, which have been
prepared in accordance with UK-adopted
international accounting standards, give a true
and fair view of the assets, liabilities, financial
position and profit or loss of the Company and
the undertakings included in the consolidation
taken as a whole; and
▪ The Strategic Report and Directors’ Report in
the Annual Report include a fair review of the
development and performance of the business
and the position of the Company and the
undertakings included in the consolidation taken
as a whole, together with a description of the
principal risks and uncertainties that they face.
Fair, balanced and understandable
In accordance with the principles of the UK
Corporate Governance Code (2018 edition), the
Directors have arrangements in place to ensure
that the information presented in the Annual
Report is fair, balanced and understandable;
these are described on page 91.
The Board considers, on the advice of its Audit
Committee, that the Annual Report, taken as
a whole, is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Company’s and the
Group’s position and performance, business
model and strategy.
Significant accounting policies, critical
estimates and key judgments
Our significant accounting policies are set out
on pages 126 to 135 of the consolidated financial
statements and conform to UK-adopted
international accounting standards. These policies
and applicable estimation techniques have been
reviewed by the Directors who have confirmed
them to be appropriate for the preparation of the
2023/2024 consolidated financial statements.
Statement of Compliance with
the UK Listing Rule 5.4
The Company has in place a written and legally
binding agreement and constitution to enable it to
comply with Listing Rule 5.4. As one independent
Non-executive Director, René Proglio, is being
proposed for re-election at the Company’s AGM
to be held on 25 April 2025, his re-election will be
conducted in accordance with Listing Rules 6.2.8
and 6.2.9.
By order of the Board
Sir John Lewis OBE
Non-executive Chairman
24 February 2025
In accordance with the principles of the UK Corporate Governance
Code (2018 edition), the Directors have arrangements in place to
ensure that the information presented in the Annual Report is fair,
balanced and understandable.
MEGroup plc Annual Report 2024
93
Françoise Coutaz-Replan
Chair of the Remuneration Committee
Directors’
Remuneration
Report
In the 12 months ended 31 October 2024, the
Committee’s work haslargely been focused on
operating the new Directors’ Remuneration Policy
which was approved by shareholders at the2024
AGM, ensuring that Executive Directors and senior
executivesremain appropriately incentivised and
rewarded inrespect of the Company’s performance.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
94
Annual Statement
Dear Shareholder,
On behalf of the board, I am pleased to present
my first Directors’ Remuneration Report as
Chair of the Committee, having taken over
the role from Emmanuel Olympitis (Manoli) on
30 November 2024. Manoli had chaired the
Committee since July 2010 and I would like to
take this opportunity to thank him on behalf of
the Board for his hard work and dedication over
the years. (The Remuneration Committee and
the Board are considering the composition of the
Committee in the light of Manoli’s departure.)
This report, which covers the12 months ended
31 October 2024, has been prepared in line
with the provisions of the Companies Act 2006
and Schedule 8 of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008 (as amended). The
report has also been prepared in line with the
recommendations of the 2018 UK Corporate
Governance Code and the requirements of the
FCA’s UK Listing Rules.
This report is divided into three sections being:
This Annual Statement, which summarises
the work of the Committee, remuneration
outcomes in 2023/24 and how the
Remuneration Policy will be operated in
2024/25;
The Remuneration Policy Report, which
details the Company’s Remuneration Policy
for the remuneration of Executive and
Non-executive Directors as approved by
shareholders at the 2024 AGM; and
The Annual Report on Remuneration, which
discloses details of the Committee, how the
Policy was implemented in the year ended
31October 2024, and how the Policy will
operate for the year ending 31 October 2025.
The Annual Statement and Annual Report on
Remuneration will be subject to an advisory
shareholder vote at the AGM on 25 April 2025.
Work of the committee during the
12months ended 31 October 2024
The Committee’s main activities during the period
were as follows:
▪ Agreeing the performance against the targets
for the 2022/2023 annual bonus awards;
▪ Agreeing the approach in respect of the
2023/2024 annual bonus awards;
▪ Agreeing the targets for the 2023/2024
annual bonus;
▪ Agreeing the award levels and performance
targets for the 2024 ESOS awards;
▪ Seeking shareholder approval for the Directors’
Remuneration Policy at the 2024 AGM, given
that it was reaching the end of its three-year
shareholder approved term; and
▪ Seeking shareholder approval for the ME Group
Executive Share Option Scheme (2024) at the
2024 AGM given that the previous scheme
(Photo-Me Executive Share Option Scheme
2014) was reaching the end of its ten-year
shareholder approved life.
In addition, the Committee sought to ensure that
the Policy and practices were (and continue to be)
consistent with the six factors set out in Provision
40 of the 2018 UK Corporate Governance Code:
Clarity – The current Policy is understood by
our senior executive team and we have sought
to articulate it clearly to our shareholders and
representative bodies (both on an ongoing basis
and during consultation when material changes
are being made).
Simplicity – The Committee is mindful of the
needto avoid overly complex remuneration
structures which can be misunderstood and
deliverunintended outcomes. Therefore, a
key objective ofthe Committee is to ensure
that ourexecutive remuneration policies and
practicesare straightforward to communicate
and operate.
Risk – Our current Policy has been designed
to ensure that inappropriate risk-taking is
discouraged and will not be rewarded via:
(i) the balanced use of both short-term incentives
and market value share options which employ
a blend of financial, non-financial and share
price hurdles; (ii)the significant role played by
equity in our incentive plans; and (iii) malus/
clawbackprovisions.
MEGroup plc Annual Report 2024
95
Directors’ Remuneration Report continued
Predictability – Our incentive plans are subject to
individual caps, with our share plans also subject
to market standard dilution limits.
Proportionality – There is a clear link between
individual awards, delivery of strategy and our
long-term performance.
Alignment to culture – Our executive pay policies
are aligned to culture through the use of metrics
in both the annual bonus and share options that
measure how we perform against our KPIs and
the long-term performance of the share price.
Remuneration outcomes in 2023/24
The performance of the Group is summarised on
page 1, and in the financial statements on pages
122 to 197.
In respect of the annual bonus for the year ended
31 October 2024, performance against the profit
and strategic targets resulted in bonus awards
of 150% of salary for Mr Crasnianski and 34% of
salary for Miss Tania Crasnianski. Further details
of the target set, and the performance against
those targets are set out in the Annual Report
onRemuneration.
Based on an EPS for the year ended
31 October 2024 of 14.36p against a target
range of 10.5p to 13p, ESOS awards granted
on 12 May 2022 are expected to vest in
full on 12 May 2025. Details of the awards
vesting, and their pre-tax intrinsic value as at
31 October 2024, are detailed in the Annual Report
on Remuneration.
Implementation of the remuneration
policy for 2024/25
The Committee proposes to operate the Policy for
the year ending 31 October 2025 as follows:
▪ Executive Directors’ current base salaries,
together with prior year comparators (split
between Euro and GBP where salaries are split
into two currencies) are shown below:
▪ Benefit provision will be in line with the
approvedPolicy
▪ Mr Crasnianski’s pension provision will continue
at 15% of salary going forward. Given the diverse
nature and geographies of the Company’s
businesses and employees, no single Group-
wide pension plan operates and therefore
pension contribution rates vary across the Group
with pension levels not necessarily reflecting
seniority. Miss Crasnianski does not receive a
pension provision
▪ The annual bonus for the year ending
31 October 2025 will continue to be capped at
150% of salary, with the majority of the targets
based on pre-tax profit growth and a minority
based on a numberof key personal/strategic
targets. The bonus targets are currently
considered to be commercially sensitive and as
such, the targets and performance against the
targets will be disclosed retrospectively in next
year’s Directors’ Remuneration Report
▪ Future grants of ESOS awards to Executive
Directors will be kept under review.
Use of discretion
In determining remuneration outcomes for the
year ended 31 October 2024, theCommittee has
not exercised discretion.
Executive Directors’ current base salaries, together with prior year comparators
split between Euro and GBP
Salary from 1/11/2024 Salary from 1/11/2023
Role Name
€ £ € £
CEO Serge Crasnianski – 560,211 – 560,211
Executive Director Tania Crasnianski1 290,000 50,000 290,000 50,000
1
Ms Crasnianski is paid €290,000 under a contract with MEGroup GSS (previously known as Photo Me France SAS), and £50,000 under a
contract with Photo-Me Limited.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
96
Shareholder engagement
The Committee takes an active interest in
shareholder views on our Executive Directors’
Remuneration Policy and is mindful of the
concerns of shareholders and other stakeholders.
This is reflected in the Company’s voting results
at the 2024 AGM (approval of the current
Remuneration Policy) and recent AGMs in respect
of the Annual Statement and Remuneration
Report resolutions which were supported by
a significant majority of shareholders. The
Committee hopes that shareholders continue
to support the Remuneration Committee, and
specifically the resolution in respect of the Annual
Statement and Annual Report on Remuneration
at the 2025 AGM.
Yours faithfully,
Françoise Coutaz-Replan
Chair of the Remuneration Committee
24 February 2025
MEGroup plc Annual Report 2024
97
Remuneration
PolicyReport
A summary of the Policy approved by shareholders at the
26 April 2024 AGM is set out below. The full Policy which
wasapproved by shareholders is set out in the Annual Report
fortheyear ended 31 October 2023.
The Committee’s Remuneration Policy for
the Executive Directors is to have regard to
the directors’ experience and the nature and
complexity of their work in order to provide a
competitive remuneration package that attracts,
retains and motivates high-calibre executives
from whom first-class performance is expected.
The Remuneration Policy is also intended to be
consistent with the Company’s business objectives,
risk profile and shareholder interests.
In order to align the interests of shareholders
and Executive Directors, a significant proportion
of the remuneration of Executive Directors is
performance-related, through an annual bonus
plan and the grant of share options.
The Committee will ensure that the incentive
structures for Executive Directors and senior
managers will not raise environmental, social
or governance (“ESG”) risks by inadvertently
motivating irresponsible behaviour. More
generally, with regard to overall remuneration
structures, there is no restriction on the Committee
that prevents it from taking into account ESG
matters, nor do these remuneration structures
encourage inappropriate operational risk-taking.
Component
Purpose and link
tostrategy Operation Maximum Performance measures
Salary Reflects the value of
the individual and
their role
Reflects skills and
experience over time
Provides an
appropriate level of
basic fixed income,
avoiding excessive
riskarising from
over-reliance on
variable income
Normally reviewed
annually, effective
1 May
Normally paid in cash;
pensionable
Comparison against
companies with
similar characteristics
and comparators
taken into account
inreview
The Committee is guided by
the requirements of the
Company and prevailing
market levels
However, no Executive
Director will receive a base
salary increase in excess of
10% p.a., except to reflect
the fact that their salary
was set at a lower level
initially, with the intention
that the salary be increased
to a more market-reflective
level as the individual gains
experience (subject to
performance)
N/A
Benefits Provides insured
benefits to support
the individual and
their family during
periods of ill health
ordeath
Gives allowances to
support individuals in
their relevant roles
Includes company car
and private medical
insurance, and may
include an overseas
housing allowance
fora director working
outside of his or her
country of normal
residence
Other benefits may
beoffered where
appropriate
Benefits will not normally
be provided with a value
per Executive Director in
excess of £75,000 p.a.
N/A
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
98
Component
Purpose and link
tostrategy Operation Maximum Performance measures
Annual
Bonus
Incentivises delivery of
specific Company,
divisional and
personal annual goals
Maximum bonus only
payable for achieving
specified targets
Normally payable in
cash; non-
pensionable
Committee has the
discretion to defer up
to 50% of the bonus in
shares for three years
Up to 150% of base salary
p.a.
Performance is
assessed on an
annual basis, based
on the achievement
of objectives relating
to financial
performance,
progress of strategic
priorities and/or
personal targets. The
specific measures
used in the bonus and
their weighting may
vary each year
depending on
business context and
strategy
Withholding and
recovery provisions
are operated
Pension Provides competitive
retirement benefits
Defined contribution
Executive Directors
may be offered cash
in lieu of pension
Workforce aligned (noting
that no single Group wide
pension plan operates and
therefore pension
contribution rates vary
across the Group with
pension levels not
necessarily reflecting
seniority)
N/A
Executive
Share
Option
Scheme
(ESOS)
Aligns Executive
Directors’ interests
with those of
shareholders
Retention
Annual awards of
market value options
may be granted
The Committee
reviews the quantum
of awards annually
and monitors the
continuing suitability
of the performance
measures
Awards vest after
three years and a two
year post vesting
holding period will
operate
Up to 150% of base salary
p.a.
The Remuneration
Committee may set
such performance
conditions on awards
as it considers
appropriate (whether
financial or non-
financial; and
whether corporate,
divisional or
individual)
EPS (based on sliding
scale vesting targets)
is currently the sole
performance metric
used
Up to 25% of salary
vests at threshold,
increasing to 150%
vesting at maximum
Withholding and
recovery provisions
are operated
MEGroup plc Annual Report 2024
99
Remuneration PolicyReport continued
Component
Purpose and link
tostrategy Operation Maximum Performance measures
Share
Ownership
Guidelines
Provides alignment of
interests between
Executive Directors
and shareholders
In employment:
Executive Directors
are required to build
and maintain a
shareholding
equivalent to at least
two years’ base salary
through the retention
of 50% of the
net-of-tax vested
share awards or
through open-market
purchases
Post cessation:
Executive Directors
will be required to
retain a shareholding
for two years post
cessation of
employment
In employment: 200% of
salary
Post cessation: 100% of the
in-employment guideline
(or actual shareholding if
lower) excluding: (i) own
shares purchased/shares
currently held; and (ii)
shares vesting from any
share award granted prior
to the 2021 AGM
Non-
executive
Directors
Provides fees
reflecting time
commitments and
responsibilities, in line
with those provided by
similarly sized
companies
Cash fee paid on a
monthly basis; fees
are reviewed annually
Not entitled to
participate in any
Group pension
scheme. No awards to
be granted under the
annual bonus or ESOS
No Non-executive
Director receives any
benefits in kind (other
than in respect of the
expenses relating to
the performance of
that individual’s
duties, such as travel
to/from Board
meetings)
The Committee is guided by
market rates, time
commitments and
responsibility levels
However, aggregate
annual fees will not exceed
£750,000 or such other
figure as provided for in the
Company’s Articles of
Association from time to
time
The Board may request
that a Non-executive
Director undertake services
not within the normal scope
of his or her role. Should this
be the case in the future, a
commercial rate would be
paid and full disclosure
would be provided in the
relevant Directors’
Remuneration Report
N/A
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
100
Choice of performance measures
The Committee has given careful consideration
tothe performance measures applicable to
boththe annual bonus and the Executive Share
Option Scheme.
The choice of the performance metrics
applicable to the annual bonus scheme reflects
the Committee’s belief that any incentive
compensation should be appropriately
challenging, with the majority (or the entirety)
linked to the achievement of profit-related targets.
The Committee may also link a proportion of
the annualbonus to strategic and/or personal
objectives if it deems this appropriate with
regard to the Company’s key objectives. The
earnings pershare (EPS) performance condition,
applicable to the Executive Share Option Scheme,
was selected by the Committee on the basis
that it incentivises the delivery of sustainable
long-term financial performance and rewards
management for growing the Company while
retaining an appropriate profit margin. The use
of share optionsretains a robust link between
management and shareholders by incentivising
management to deliver long-term growth in
the Company’s share price. The Committee
retains discretion over the use of other financial/
share price-based performance metrics and
the calculation of EPS in order to appropriately
adjust for any material one-off items including
(but not limited to) major acquisitions, changes in
accounting policies and major share issues.
The Committee operates the Executive
ShareOption Scheme in accordance with the
scheme rules, the Listing Rules and HMRC
legislation. The Committee, consistent with
marketpractice, retains discretion over a
number of areas relating to the operation and
administration of the plan.
How employees’ pay is taken into account
The Committee is aware of the general pay
and conditions in the Group as a whole when
determining the directors’ Remuneration Policy
and its implementation. However, reflecting
standard practice, employees are not consulted in
the formulation of the policy.
How shareholders’ views
are taken intoaccount
The Committee continues to take an active
interest in shareholder views on our executive
Remuneration Policy and is mindful of the
concerns of shareholders and other stakeholders.
This is reflected in the voting result at the AGM
held on 26 April 2024, with 96.44% shareholder
support (of votes cast) in respect of the current
Directors’ Remuneration Policy.
Approach to recruitment and promotions
The remuneration package for a new Executive
Director would be set in accordance with the
terms of the Company’s prevailing approved
Remuneration Policy at the time of appointment
and takes into account the skills and experience of
the individual, the market rate for a candidate of
that experience and the importance of securing
the relevant individual.
Service contracts will be subject to any mandatory
provisions of foreign laws where such laws govern
a director’s contract of employment providing that
the use of such foreign law is not deliberately used
to circumvent this policy.
The salary would be provided at such a level
as required to attract the most appropriate
candidate, and may be set initially at a below
mid-market level on the basis that it may progress
towards the mid-market level once expertise and
performance have been proven and sustained.
Pension provision will be in line with the
Company’s prevailing approved Remuneration
Policy at the time of appointment.
Consistent with Part 4 of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 as
amended, the cap on benefit provisions does not
apply to new recruits, although the Committee
would not envisage exceeding this caps in practice
unless absolutely necessary.
The annual bonus potential would be limited to
150% of salary, and grants under the Executive
Share Option Scheme would be limited to 150%
of salary. In addition, the Committee may offer
additional cash and/or share-based elements to
replace deferred or incentive pay forfeited by an
executive leaving a previous employer.
MEGroup plc Annual Report 2024
101
Remuneration PolicyReport continued
Itwould seek to ensure, where possible, that these
awards would be consistent with awards forfeited,
in termsof vesting periods, expected value and
performance conditions.
For an internal Executive Director appointment,
any variable pay element awarded in respect of
the prior role may be allowed to pay out according
to its original terms.
For external and internal appointments, the
Committee may agree that the Company
will meetcertain relocation and/or incidental
expenses, as appropriate.
Fee structure and quantum for Non-executive
Director appointments will be based on the
prevailing Non-executive Director fee policy.
Approach to leavers
No Executive Director has the benefit of
provisionsin his or her service contract for the
payment of predetermined compensation in the
event of a termination of employment. It has been
the Committee’s general policy that the service
contracts of Executive Directors (none of which is
for a fixed term) should provide for termination
of employment by giving notice or by making
a payment of an amount equal to base salary
(and in the case of the CEO and other Executive
Directors, an additional amount equal to the
cost of providing any benefits for the period of
notice) in lieu of any unserved notice period. It is
the Committee’s general policy that no Executive
Director should be entitled to a notice period or
payment on termination of employment in excess
of the levels set out in his or her service contract.
Indetermining amounts payable on termination,
the Committee also considers, where it is able
to do so, appropriate adjustments to take into
account accelerated receipt and the Executive
Director’s duty to mitigate his or her loss.
An annual bonus may be payable for a good leaver
(e.g. death, ill health, disability, redundancyor other
circumstances at the discretion of the Committee)
with respect to the period of the financial year
served, although it will be prorated for time served
and paid at the normal pay-out date.
The treatment of any share awards granted to an
Executive Director will be determined based on
the relevant scheme rules.
The default treatment under the Executive Share
Option Scheme is that any outstanding awards
or unexercised options lapse on cessation of
employment. However, in certain prescribed
circumstances (e.g. death, injury, disability
or other circumstances at the discretion of
the Committee), “good leaver” status can be
appliedat the discretion of the Committee or
shallapply in relation to HMRC tax-favoured
options as relevant. In this scenario, any
outstanding optionswill normally be exercisable
on the date ofcessation and remain exercisable
for a periodofsix months (or 12 months in the
case of death). Alternatively, in the case of
non-tax favoured options, the Committee has the
discretion to determine that good leavers’ awards
should continue to be exercisable based on the
normal timetable.
The extent to which outstanding option awards
become exercisable for good leavers will
depend on the satisfaction of any applicable
performanceconditions (over a curtailed or full
performance period, as relevant). Time pro rating
ofoptions will apply to good leavers’ awards
unlessthe Committee determines that time
prorating is inappropriate.
The Company has the power to enter into
settlement agreements with Directors and to pay
compensation to settle potential legal claims. In
addition, and consistent with market practice,
in the event of the termination of an Executive
Director, the Company may make a contribution
towards that individual’s legal fees and fees for
outplacement services as part of a negotiated
settlement. Any such fees will be disclosed as part
of the detail of termination arrangements. For the
avoidance of doubt, the policy does not include an
explicit cap on the cost of termination payments.
No payments for loss of office were made to any
Directors in the year ended 31 October 2024.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
102
Service contracts
Details of the Executive Directors’ service
contracts are as follows:
Executive Director
Date of
contract Notice period
Serge Crasnianski
1
01/05/2010 12 months
2
Tania Crasnianski 23/06/2021 12 months
2
All Non-executive Directors are appointed for
specified terms, subject to re-election at the
AGM immediately following their appointment,
and every three years thereafter. None of
the Non-executive Directors will ordinarily be
entitled to compensation upon termination of
their involvement with the Company. However,
if a Non-executive Director should be removed
as a result of a resolution duly proposed and
resolved by members of the Company during
the Non-executive Director’s normal term
of appointment, he or she will be entitled to
compensation equal to three months’ fees, and
in the case of the chairman, six months’ fees. The
relevant appointment letter and term dates of the
Non-executive Directors are set out below:
Director
Appointment
letterdate
Year of
lastelection
Expected year of
expiry of current
Sir John Lewis
3
03/07/2008 2024 2027
Françoise Coutaz-Replan
4
27/08/2015 2024 2027
Emmanuel Olympitis 11/11/2009 2022 2025
Camille Claverie
5
23/06/2021 2022 2025
René Proglio
6
23/06/2021 2022 2025
Jean-Marc Janailhac
7
01/11/2023 2022 2025
1
Mr Crasnianski’s contract is with Photo-Me Limited, a wholly-owned subsidiary of the Company. Mr Crasnianski’s services are also made available
under a consultancy agreement with Photo-Me Limited and a third party that makes Mr Crasnianski’s services available to theCompany.
2
Where served by the Company; six months, notice where served by the Director or where applicable their service company.
3
Appointed Chairman on 26 July 2010.
4
First appointed to the Board as Group Finance Director on 24 September 2009, and resigned as an Executive Director on 27 August 2015.
MissCoutaz-Replan has remained as a Non-executive Director since that date.
5
First appointed to the Board on 23 June 2021. Ms Claverie’s contract is with Photo-Me Limited, a wholly-owned subsidiary of the Company.
6
First appointed to the Board on 23 June 2021, Mr Proglio’s services are made available under a consultancy agreement with Photo-Me Limited and a
third party that makes Mr Proglio’s services available to the Company.
7
Appointed to the Board on 22 July 2019 as a Non-executive Director, he became an Executive Director on 27 July 2020 and reverted to being aNon-
executive Director on 1 November 2023.
External appointments
The Board may allow Executive Directors to accept
appropriate outside commercial Non-executive
Director appointments provided the aggregate
commitment is compatible with their duties as an
Executive Director. Whether or not the Executive
Director concerned may retain fees paid for these
services will be considered on a case-by-case basis,
and will be subject to approval by the Board.
MEGroup plc Annual Report 2024
103
Annual Report
onRemuneration
Implementation of the RemunerationPolicy for the year ending 31 October 2025. Assummary of how the Committee
intends to operate the Policy for the Executive Directors for the year ending 31 October 2025 is set out in the
AnnualStatement.
Non-executive Directors
The fees for Non-executive Directors are reviewed at least once every three years, the last increase having taken place
in 2022. Current Non-executive Director fee levels are as follows (with prior year comparators also presented):
Non-executive Director Role Committee chairman
1 November 2024
£
1 November 2023
£
Sir John Lewis Chairman Nomination Committee 145,000 145,000
Emmanuel Olympitis
1
Senior Independent Director Remuneration Committee 67,500 67,500
Françoise Coutaz-Replan
2
Non-executive Director – 47,500 47,500
René Proglio Non-executive Director Audit Committee 57,500 57,500
Jean-Marc Janailhac Non-executive Director – 45,000 45,000
1
Mr Olympitis resigned from the Board (and hence Remuneration Committee) on 30 November 2024
2
Miss Coutaz-Replan’s fee rose from £47,500 to £52,500 as of 1 December 2025 as she took on the position of chair of the Remuneration Committee as from that date.
Single total figure of remuneration (audited)
The detailed emoluments received by the Executive and Non-executive Directors for the 12 months ended
31 October 2024 (with prior year comparatives) are shown below:
Executive Directors Year
Salary/ Fees
£
Benefits
1
£
Bonus
2
£
LTI
3
£
Pension
4
£ Total
Total fixed
remuneration
Total variable
remuneration
Serge Crasnianski
5
2024 560,212 33,320 840,318 – 84,032 1,517,882 677,564 840,318
2023 560,212 23,183 840,318 771,800 84,032 2,279,545 667,427 1,612,118
Jean-Marc Janailhac
6
2024 – – – – – – – –
2023 222,564 – – 308,720 – 531,284 222,564 308,720
Tania Crasnianski
7
2024 297,256 – 102,313 126,365 – 525,934 297,256 228,678
2023 293,716 – 60,058 74,690 – 428,464 293,716 134,748
Non-executive Directors Year
Salary/Fees
£
Benefits
1
£
Bonus
2
£
LTI
3
£
Pension
4
£ Total
Total fixed
remuneration
Total variable
remuneration
Sir John Lewis
8
2024 145,000 - N/A - - 145,000 145,000 –
2023 145,000 – – – – 145,000 145,000 –
Françoise Coutaz-Replan
9
2024 47,500 – – – – 47,500 47,500 –
2023 47,500 – – – – 47,500 47,500 –
Emmanuel Olympitis 2024 67,500 – – – – 67,500 67,500 –
2023 67,500 – – – – 67,500 67,500 –
Camille Claverie
10
2024 – – – – – – – –
2023 – – – – – – – –
René Proglio
11
2024 57,500 – – – – 57,500 57,500 –
2023 57,500 – – – – 57,500 57,500 –
Jean-Marc Janailhac
6
2024 45,000 – – – – 45,000 45,000 –
2023 – – – – – – – –
1
Taxable benefits comprise the provision of private medical insurance and, where appropriate, an accommodation allowance.
2
The annual bonus for 2024 is in respect of the year ended 31 October 2024 (see annual bonus section below) while the annual bonus for 2023 is in respect of the year
ended 31 October 2023.
3
The EPS for the year ended 31 October 2024 was 14.36p against a target range of 10.5p to 13p, therefore the ESOS award granted on 12 May 2022 to Miss Tania
Crasnianski will vest in full post year end (see Scheme Interests Vesting Based on Performance to 31 October section below). The values shown in the table above for
2023 in respect of the ESOS awards granted on 5 August 2021 which vested in full during 2024 (£771,800, £74,690 and £308,720 for Mr Crasnianski, Ms Crasnianski
and Mr Janailhac respectively) are based on the 3 -month average share price to 31 October 2023 of 154.68p less the 77.5p exercise price. The intrinsic value of the
awards based on the share price at the vesting date (£1.85) resulted in pre-tax gains of £1,075,000, £104,032 and £430,000 for Mr Crasnianski, Ms Crasnianski and
Mr Janailhac respectively.
4
The pension payment to Mr Crasnianski in the financial period ended 31 October 2024 represented 15% of base salary which was paid as a salary supplement. Miss
Tania Crasnianski does not receive any pension provision.
5
The emoluments of Mr Crasnianski shown above for the 12 months ended 31 October 2024 include fees totalling £405,969 (£405,969 for the 12 month-period ended
31 October 2023), payable to a third party in respect of making available the services of Mr Crasnianski to the Company.
6
vMr Janailhac was appointed to the Board on 22 July 2019 as a Non-executive Director. He became an Executive Director on 27 July 2020 and reverted to being a
Non-executive Director on 1 November 2023.
7
Ms Crasnianski was paid €290,000 under a contract with ME Group GSS (formerly called Photomaton France SAS), and £50,000 under a contract with Photo-Me
Limited. The euro amount has been translated at the exchange rate set out in note 12.
8
The emoluments of Sir John Lewis shown above include fees of £62,500 paid to a third party in respect of making available the services of Sir John Lewis to the
Company (£62,500 for the 12 month-period ended 31 October 2023).
9
Ms Coutaz-Replan stepped down as an Executive Director on 27 August 2015, and was appointed as a Non-executive Director on the same date.
10
Ms Claverie, who stepped down from the Board on 4 December 2024, chose not to receive any fees for her role on the Board.
11
The emoluments of Mr Proglio shown above were paid to a third party in respect of making available the services of Mr Proglio to the Company.
12
Exchange rate: €1.17287: £1.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
104
Annual Bonus for the year ended 31 October 2024
Details of the performance against the profit before tax targets and personal/strategic targets for the
CEO for the year ended 31 October 2024 annual bonuses are as follows:
Financial Targets (80% of CEO’s Bonus Potential)
Executive
2023/24 Annual Bonus
(% of salary)
Group pre-tax profit between 100% and 105% of prior year Committee discretion depending
Group pre-tax profit 5% more but less than 10% higher that of prior year 60%
Group pre-tax profit 10% or more than prior year 120%
Prior year profit £67.1m
Current year actual profit result (constant currency) £74.1m
% of bonus payable (out of 120% of salary) Target met in full
In assessing the financial target on a constant currency basis (to neutralise any unusual and unexpected
foreign currently fluctuations), the Remuneration Committee noted the record level of pre-tax profit
achieved and was satisfied that the target for a maximum pay out for this part of the annual bonus had
been achieved.
Personal/Strategic Targets (20% of CEO’s Bonus Potential)
Details of performance against the personal/strategic targets are as follows:
Targets Weighting Committee Assessment
Continue to drive the expansion of
the Company’s business activities
through identifying and
negotiatingacquisitions
One third Met in full. The Committee noted the expansion of laundry
operations through new and existing partnerships in target
territories and convenient, high-footfall locations. During
2024, several new strategic partnerships were secured,
including with: (i) leading independent forecourt operator
Motor Fuel Group where we will be able to install and operate
up to 300 Wash.ME Revolution Laundry machines across in
the UK over the next five years; and (ii) Morrisons
Supermarket Limited to extend our existing partnership
(whereby we operate and maintain 500 photobooths, 250
children’s rides and 37 Revolution Laundry machines) with
the installation of at least 200 Revolution Laundry machines
over the next two years.
Actively invest in R&D to drive
technological innovation to further
diversify and expand the breadth of
products and services offered
One third Met in full. The Committee noted the significant R&D
investment during the year which was focused on creating
new complementary services and evolving the services
offered across our existing estate in response to consumer
needs, whilst maximising return on investment. Connected to
this, the Committee noted Kee.ME, the new automated key
cutting booth which builds on the Company’s KIS heritage
which has had positive results and has shown good interest
from our customers and from consumers.
Continue to make material progress
against the delivery of Company’s
sustainability strategy
One third The Committee noted the continued progress made in the
year under review in respect of reducing the amount of waste
produced; and the recovery, refurbishment and resale of
electrical equipment such as children’s rides which promote
the principle embodied in recent legislation of reuse before
recycling
Target met in full
Note, while the CEO’s bonus potential was set at 80% financial and 20% personal/strategic targets, a weighting of 77% financial and 23%
personal/strategic targets was set for Tania Crasnianski for the year ended 31 October 2024. Mr Crasnianski and Miss Tania Crasnianski shared
the same personal and strategic targets.
MEGroup plc Annual Report 2024
105
Annual Report onRemuneration continued
Following the Committee’s assessment of the financial and personal/strategic targets, the
Committeeawarded:
▪ Mr Crasnianski a bonus of 150% of salary based on performance against both the financial targets
(80% of bonus potential) and the personal/strategic targets (20% of bonus potential)
▪ Miss Tania Crasnianski a bonus of 34% of salary (i.e. 23% of bonus potential) based on performance
against the personal/strategic targets as detailed for the CEO above. As was the case last year, Miss
Crasnianski was not eligible to participate in that part of the annual bonus determined by financial
targets and as such, no bonus was awarded in this regard (relating to 77% of bonus potential).
ESOS (Audited)
Scheme Interests Vesting Based on Performance to 31 October 2024 (Audited)
The following options, which were originally granted on 12 May 2022, are due to vest in full in 2025 as
a result of the performance period ending 31 October 2024:
Executive Director Granted Vesting (100%)
1
Pre-tax Intrinsic Gain
at 31 October 2024
2
Tania Crasnianski 100,000 100,000 £126,365
1
EPS for the year ended 31 October 2024 was 14.36 pence compared against a target range of 10.5p to 13p.
2
Based on the 3 month average share price to 31 October 2024 of 195.095p less the 68.73p exercise price.
Scheme interests awarded in the year (Audited)
The Company did not grant any options to Directors during the year ended 31 October 2024.
Directors’ interests in shares (audited)
According to the records kept by the Company, the Directors had interests in the share capital of the
Company as shown below.
Beneficially owned at
Executive Director
31 October
2024
31 October
2023
ESOS
Awards
1
ESOS
Awards
2
Requirement
(% of salary)
Shareholding
(% of salary)³ Guideline
Serge Crasnianski
4
137,803,041 137,803,041 1,564,752 – 200% 52,272% Yes
Tania Crasnianski Nil – 96,774 200,000 200% 0% No
Beneficially owned at
Non-executive Director
31 October
2024
31 October
2023
Sir John Lewis 25,000 25,000
Françoise Coutaz-Replan
5
200,000 200,000
Emmanuel Olympitis 45,000 45,000
Jean-Marc Janailhac Nil 225,555
1
Options with no further performance conditions attached that have not been exercised.
2
Options with outstanding performance conditions attached.
3
Executive Directors are required to build and maintain a shareholding equivalent to at least 200% of base salary through the retention of 50%
of the net-of-tax vested share awards or through open-market purchases. Calculated using the closing share price on the last trading day in
October 2024 (212.5p) and current salary levels. The shareholding guideline is calculated using only beneficially owned shares.
4
Of the shares beneficially owned by Mr Crasnianski, 63,750 shares (2022: 63,750) were registered in his name, the balance in other names.
5
Miss Françoise Coutaz-Replan stepped down as an Executive Director on 27 August 2015, continuing as a Non-executive Director.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
106
Directors’ interests in share options (audited)
Details of outstanding share awards held by Directors are set out below.
Executive Director
Number of
options as
at 1 Nov
2023
Granted
during
period
Exercised
during
period
Lapsed
during
period
As at
31 Oct
2024
Exercise
price
Exercisable
from
Expiry
date
Serge Crasnianski
27 August 2019 564,752 – – – 564,752 101.4p 27 Aug 22 27 Aug 26
5 August 2021 1,000,000 – – – 1,000,000 77.5p 5 Aug 24 4 Aug 28
Jean-Marc Janailhac
5 August 2021 400,000 – – – 400,000 77.5p 5 Aug 24 4 Aug 28
Tania Crasnianski
5 August 2021 96,774 – – – 96,774 77.5p 5 Aug 24 4 Aug 28
12 May 2022 100,000 – – – 100,0001 68.7p 12 May 25 11 May 29
4 April 2023 100,000 – – – 100,000 126.7p 4 Apr 26 3 Apr 30
1
See the Scheme Interests Vesting Based on Performance to 31 October 2024 (Audited) section above.
Relative importance of the spend on pay
The following table sets out the percentage change in distributions to shareholders and employee
remuneration costs:
Paid during FY 2024
Pence per
share £’000
Interim (paid 29 November 2023) 2.97 11,203
Final for FY 2023 (paid 23 May 2024) 4.42 16,640
Total 7.39 27,843
1
Based on the cash returned to shareholders through dividends, as shown in note 10 to the Financial Statements. The Company purchased
1,108,092 of its own shares into treasury in the financial period ended 31 October 2024, returning a further £1,419,000 to shareholders.
On12 July 2024, the Company cancelled a total of 2,368,626 held in treasury as at that date. As at 31 October 2024, the Company held no
shares in treasury.
Group (£’000)
2024 2023
Total employee remuneration costs 55,595 56,864
1
Based on the figure shown in note 7 to the Financial Statements
TSR performance graph
The graph below shows the Company’s performance, measured by total shareholder return (TSR) (share
price growth plus dividends reinvested) compared with the performance of both the FTSE 250 and FTSE
SmallCap Index (calculated on the same basis) from 1 May 2014. As the Company has been a constituent
of either the FTSE 250 or SmallCap Index for all of the relevant period, these indexes are considered
appropriate forms of “broad equity market index” against which the Company’s performance should
becompared.
MEGroup plc Annual Report 2024
107
Annual Report onRemuneration continued
Total shareholder return
ME Group plc FTSE SmallCap
FTSE 250
Source: Datastream (an LSG product)
0
50
100
150
200
250
300
30 April
2014
30 April
2015
30 April
2016
30 April
2017
30 April
2018
30 April
2019
30 April
2020
30 April
2021
30 April
2022
30 April
2023
30 April
2024
Percentage increase in the remuneration of the members of the Board
The table below shows the change in the salary, benefits and annual bonus for the members of the Board
who served in both the period just ended and the previous financial year in full, compared with the change
in remuneration for the UK employee population. Comparative numbers for the year to 31 October 2023,
2022 and 2021 are also presented.
Year to 31 October 2024 Year to 31 October 2023 Year to 31 October 2022 Year to 31 October 2021
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Base
salary
Benefits
Annual
bonus
Executive Directors
Serge
Crasnianski
0% 0% 0% 0% 23% 0% 18% 14% 0% 0% 0% 0%
Jean-Marc
Janailhac
N/A N/A N/A (22%) 0% 0% 46% 0% 100% 27% 0% 100%
Tania Crasnianski 1% 0% 70% 20% 0% 2% 176% 0% 100% N/A N/A N/A
Non-executive Directors
Sir John Lewis 0% N/A N/A 10% N/A N/A 21% N/A N/A 0% N/A N/A
Françoise
Coutaz-Replan
0% N/A N/A 8% N/A N/A 18% N/A N/A 0% N/A N/A
Emmanuel
Olympitis
0% N/A N/A 23% N/A N/A 18% N/A N/A 0% N/A N/A
René Proglio 0% N/A N/A 0% N/A N/A 218% N/A N/A 0% N/A N/A
Camille Claverie N/A N/A N/A N/A N/A N/A 0% N/A N/A 0% N/A N/A
Jean-Marc
Janailhac
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
UK Employee
Population
3% 44% -23% 1% 26% 60% 11% 0% 16% 11% 1% 16%
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
108
CEO remuneration
The table below shows the total remuneration for the CEO over the same 10.5-year period as the TSR
chart on the previous page.
Non-executive Director CEO Total (£)
Annual
(% of max)
Long-term
incentives
(% of max)
1
2024 (12 months to 31 October 2024) Serge Crasnianski 1,517,882 100% –
2023 (12 months to 31 October 2023) Serge Crasnianski 2,279,545 100% 100%
2022 (12 months to 31 October 2022) Serge Crasnianski 1,503,336 100% 69%
2021 (12 months to 31 October 2021) Serge Crasnianski 1,404,423 100% –
2020 (18 months to 31 October 2020) Serge Crasnianski 984,248 0% –
2019 (12 months to 30 April 2019) Serge Crasnianski 650,380 0% –
2018 (12 months to 30 April 2018) Serge Crasnianski 681,954 0% –
2017 (12 months to 30 April 2017) Serge Crasnianski 1,498,113 100% –
2016 (12 months to 30 April 2016) Serge Crasnianski 1,429,209 100% 100%
2015 (12 months to 30 April 2015) Serge Crasnianski 1,031,628 100% –
2014 (12 months to 30 April 2014) Serge Crasnianski 914,278 100% –
1
Shows the number of share options that vested as a percentage of the maximum number of share options that could have vested. For the
years ended 30 April 2011 to 30 April 2019 (but excluding 2016) and 2024, Mr Crasnianski did not have any outstanding share option awards
that could have vested in the relevant years.
CEO pay ratio
The data shows how the CEO’s single figure remuneration for the year ended 31 October 2024 compares
with equivalent single figure remuneration for full-time equivalent UK employees, ranked at the 25th, 50th
and 75th percentile. The 2020 salary and total pay and benefits data (18 months) have been annualised to
aid with year-on-year comparison.
Period Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2024 Option A 54:1 47:1 38:1
2023 Option A 80:1 71:1 57:1
2022 Option A 58:1 53:1 42:1
2021 Option A 74:1 58:1 41:1
2020 Option A 44:1 30:1 24:1
No components of pay and benefits have been omitted for the purpose of the above calculations.
Option A was selected given that this method of calculation was considered to be the most statistically
robust approach in respect of gathering the required data for 2024.
The respective quartile salary and total pay and benefits numbers are as follows:
Salary Total pay and benefits
Period
25th
percentile Median
75th
percentile
25th
percentile Median
75th
percentile
2024 £25,599 £30,000 £35,851 £28,060 £31,779 £39,344
2023 £26,599 £29,217 £35,000 £28,652 £31,970 £39,991
2022 £25,094 £26,662 £34,795 £25,847 £28,555 £36,189
2021 £18,309 £23,533 £32,187 £18,858 £24,286 £34,336
2020 £14,410 £21,185 £25,687 £14,825 £21,824 £28,579
MEGroup plc Annual Report 2024
109
Annual Report onRemuneration continued
Committee role and membership
The Remuneration Committee comprised two Non-executive Directors during the year ended
31 October 2024: Emmanuel Olympitis (Committee Chairman, member of the Audit and Nomination
Committees, and Senior Independent Director), and Sir John Lewis (Chairman of the Board and the
Nomination Committee, and member of the Audit Committee). The Board considered Mr Olympitis
tobe independent, and also considers Sir John Lewis to have been independent on his appointment
asChairman.
As announced on 6 November 2024, Emmanuel Olympitis stepped down as a Non-executive Director
of the Company and left the Board on 30 November 2024. Miss Coutaz-Replan, an Independent Non-
executive Director and member of the Audit, Remuneration and Nomination Committees, took
over as Chair of the Remuneration Committee on 30 November 2024.
Biographies of the current members of the Committee are set out on page 72.
Details of the Committee members and attendance at the meetings during the year are as follows.
Name Position Appointment date
Number of Meetings attended
(Maximum possible)
Françoise Coutaz-Replan Committee Chairman
1
30 November 2024 n/a
Emmanuel Olympitis Committee Chairman
2
11 November 2009 2 (2)
Sir John Lewis Committee Member 3 July 2008 2 (2)
1
From 30 November 2024
2
To 30 November 2024
It remains the Committee’s policy that it will meet on an ad hoc basis when the needs of the Company
require it. At the invitation of the Chairman, the CEO and other Executive Directors and Non-executive
Directors may attend meetings of the Committee, except when their own remuneration is under
consideration. No Director is involved in determining his or her own remuneration. The Company
Secretary acts as the Secretary to the Committee. The members of the Committee can, where they
judgeit necessary to discharge their responsibilities, obtain independent professional advice at the
Company’s expense.
The Committee’s terms of reference are published on the Company’s website at: https://me-group.com/
wp-content/uploads/2022/01/REMUNERATION-COMMITTEE.pdf.
Payments to past Directors
No payments were made to past Directors were made in the year ended 31 October 2024.
Advisers
FIT Remuneration Consultants LLP advised the Committee during the period ended 31 October 2024
in respect of the preparation of this Remuneration Report and advised management in respect of
the renewal of the ESOS at the 2024 AGM. Fees paid to FIT in respect of advice to the Remuneration
Committee for the year ended 31 October 2024 totalled £13,449 (exclusive of VAT). The Committee is
satisfied that the advice provided by FIT is objective and independent, and fees were charged based on
time and material. The Committee also receives advice from the CEO in relation to the remuneration of
certain senior executives, but not in relation to his own remuneration.
CORPORATE GOVERNANCE
MEGroup plc Annual Report 2024
110
Statement of shareholder voting
The table below shows the advisory vote on the Directors’ Remuneration Report for the year ended
31 October 2023 and the binding vote on the Remuneration Policy both of which were passed at the 2024
AGM held on 26 April 2024.
Total Votes
For %
Total Votes
Against %
Total Votes
Cast
(excluding
withheld)
% of total
votes cast/
issued capital
Votes
Withheld
1
Directors’ Remuneration
Report (excluding the
Remuneration Policy)
291,299,852 96.44% 10,748,092 3.56% 302,047,944 79.73 % 218,553
Directors’ Remuneration
Policy
294,625,449 97.49% 7,582,979 2.51% 302,208,428 79.77 % 58,069
1
A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast ‘for’ and ‘against’ a resolution.
By order of the Board
Françoise Coutaz-Replan
Chair of the Remuneration Committee
24 February 2025
MEGroup plc Annual Report 2024
111
Financial
Statements
Independent Auditor’s Report to the
Members of Me Group International plc 114
Group Statement of Comprehensive Income 122
Group Statement of Financial Position 123
Group Statement of Cash Flows 124
Group Statement of Changes in Equity 125
Notesto the Consolidated
Financial Statements 126
Company Statement of Financial Position 181
Company Statement of Cash Flows 182
Company Statement of Changes in Equity 183
Notesto the Company Financial Statements 184
Glossary 198
Company Information& Advisers 199
Shareholder Information 200
MEGroup plc Annual Report 2024
112
Digital printing kiosks with industry-leading technology
offering a wide range of printing formats and personalised
products. Our kiosks provide easy, competitively priced,
high-quality digital printing from smartphones.
Print
Financial
Statements
MEGroup plc Annual Report 2024
113
Independent Auditor’s
Report to the Members of
Me Group International plc
Opinion
We have audited the financial statements of Me
Group International plc (the ‘parent company’)
and its subsidiaries (together the ‘group’) for the
year ended 31 October 2024 which comprise the
Group Statement of Comprehensive Income,
the Group Statement of Financial Position, the
Company Statement of Financial Position, the
Group Statement of Cash Flows, the Company
Statement of Cash Flows, the Group Statement of
Changes in Equity and the Company Statement
of Changes in Equity, and notes to the financial
statements, including a summary of significant
accounting policies.
The financial reporting framework that has been
applied in their preparation is applicable law and
UK-adopted international accounting standards
and, as regards the parent company financial
statements, as applied in accordance with the
provisions of the Companies Act 2006.
In our opinion, the financial statements:
▪ give a true and fair view of the state of the
group’s and of the parent company’s affairs as
at 31 October 2024 and of the group’s profit for
the year then ended;
▪ have been properly prepared in accordance
with UK-adopted international accounting
standards and, as regards the parent company
financial statements, as applied in accordance
with the provisions of the Companies Act 2006;
and
▪ have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described
in the “Auditor’s responsibilities for the audit of
the financial statements” section of our report.
We are independent of the group and the
parent company in accordance with the ethical
requirements that are relevant to our audit of
the financial statements in the UK, including the
FRC’s Ethical Standard as applied to listed entities
and public interest entities and we have fulfilled
our other ethical responsibilities in accordance
with these requirements. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate.
Our audit procedures to evaluate the directors’
assessment of the group’s and the parent
company’s ability to continue to adopt the going
concern basis of accounting included but were not
limited to:
▪ Undertaking an initial assessment at the
planning stage of the audit to identify events or
conditions that may cast significant doubt on
the group’s and the parent company’s ability to
continue as a going concern;
MEGroup plc Annual Report 2024
114
FINANCIAL STATEMENTS
▪ Obtaining an understanding of the relevant
controls relating to the directors’ going concern
assessment;
▪ Making enquiries of the directors to understand
the period of assessment considered by them,
the assumptions they considered and the
implication of those when assessing the group’s
and the parent company’s future financial
performance;
▪ Challenging the appropriateness of the
directors’ key assumptions in their cash flow
forecasts, as described in note 1.1, by reviewing
supporting and contradictory evidence in
relation to these key assumptions and assessing
the directors’ consideration of severe but
plausible scenarios;
▪ Testing the accuracy and functionality of the
model used to prepare the directors’ forecasts;
▪ Assessing the historical accuracy of forecasts
prepared by the directors;
▪ Assessing and challenging key assumptions and
mitigating actions put in place in response to
wider global economic conditions;
▪ Considering the consistency of the directors’
forecasts with other areas of the financial
statements and our audit; and
▪ Evaluating the appropriateness of the directors’
disclosures in the financial statements on going
concern.
Based on the work we have performed, we
have not identified any material uncertainties
relating to events or conditions that, individually
or collectively, may cast significant doubt on
the group’s and the parent company’s ability
to continue as a going concern for a period of
at least twelve months from when the financial
statements are authorized for issue.
Our responsibilities and the responsibilities of
the directors with respect to going concern are
described in the relevant sections of this report.
In relation to Me Group International plc’s
reporting on how it has applied the UK Corporate
Governance Code, we have nothing material
to add or draw attention to in relation to the
directors’ statement in the financial statements
about whether the director’s considered it
appropriate to adopt the going concern basis of
accounting.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance
in our audit of the financial statements of the
current period and include the most significant
assessed risks of material misstatement (whether
or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit;
and directing the efforts of the engagement team.
These matters were addressed in the context of
our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
We summarise below the key audit matter
in forming our opinion above, together with
an overview of the principal audit procedures
performed to address this matter and our key
observations arising from those procedures.
MEGroup plc Annual Report 2024
115
Independent Auditor’s Report to the
Members of Me Group International plc continued
Key Audit Matter How our scope addressed this matter
Risk of fraud and error in revenue
recognition
The Group’s accounting policy in respect of revenue
recognition is set out in note 1.4 ‘Revenue recognition’.
Total revenue during the year is £307.8m which
derives from three sources:
▪ Vending machine revenue: £285.4m
▪ Sales of equipment, spare parts and consumables:
£18.6m
▪ Sales of services: £3.8m
There is a presumption under the International
Auditing Standards that there is a significant risk of
fraud in the recognition of revenue, which could result
in a material misstatement of revenue. There is also a
risk of error in recognising revenue arising from the
group’s cash collection process and IT controls, as
well as in recognising sale of products and services in
the appropriate period.
For ME Group International Plc, we see the risk of
fraud or error in revenue recognition as being
principally in relation to:
▪ Completeness of vending machine revenue from
cash collections
▪ Recognition of revenue on uncollected cash at
year-end
▪ The quality and reliability of IT systems and controls
underpinning the accounting for vending revenue
Our audit procedures included, but were not limited to:
▪ Performing walkthroughs to develop an understanding of
the procedures associated with revenue recognition and
evaluating the design and implementation of the relevant
controls in place
▪ Performing tests of controls notably on key IT systems to
ensure that the controls operated effectively during the
period.
▪ Where IT General Controls were concluded to be effective,
testing IT Automated Controls to support the occurrence
and completeness of vending revenue. Where IT General
Controls were concluded to be ineffective, testing of
appropriate mitigating controls to support the same.
▪ Tracing of cash collections against bank statements to
confirm the occurrence of revenue from vending
machines.
▪ Confirming that revenue relating to uncollected cash at
the year-end is correctly estimated by tracing it to post
year-end collections.
▪ Tracing cash collection from a sample of active machines
through to the general ledger.
▪ Ensuring completeness of vending machines in the
revenue management system through physical
verifications and other analytical procedures.
▪ Obtaining IFRS 15 assessment from management and
ensuring this is appropriate and compliant with the IFRS
requirements.
▪ Performing detailed review of revenue disclosures in the
financial statements.
Our observations
Our audit procedures did not identify any material
matters regarding the recognition of revenue. Revenue
has been recorded in accordance with UK-adopted
international accounting standards.
This matter, together with our findings, was communicated to those charged
with governance through our Audit Completion Report.
MEGroup plc Annual Report 2024
116
FINANCIAL STATEMENTS
Our application of materiality and an
overview of the scope of our audit
The scope of our audit was influenced by our
application of materiality. We set certain
quantitative thresholds for materiality. These,
together with qualitative considerations,
helped us to determine the scope of our audit
and the nature, timing, and extent of our audit
procedures on the individual financial statement
line items and disclosures and in evaluating the
effect of misstatements, both individually and
on the financial statements as a whole. Based
on our professional judgement, we determined
materiality for the financial statements as
a whole as follows:
Group materiality and Parent company materiality
Group Parent company
Overall materiality
£3,500,000 £1,620,000
How we determined it
Our materiality has been determined
with reference to a benchmark of profit
before tax of which it represents 5%.
Materiality has been determined with
reference to a benchmark of net assets,
of which it represents 2%.
Rationale for
benchmark applied
We used profit before tax as, in our view,
this provides us with the most relevant
performance measure of the group.
We used net assets as, in our view,
this provides us with the most relevant
performance measure of the company,
being primarily the parent company
of the group.
Performance
materiality
Performance materiality is set to reduce to
an appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements in the financial
statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at
£2,400,000, which represents 70% of
overall materiality. This was based on our
risk assessments, together with our
assessment of the group’s overall control
environment.
Performance materiality is set to reduce to
an appropriately low level the probability
that the aggregate of uncorrected and
undetected misstatements in the financial
statements exceeds materiality for the
financial statements as a whole.
We set performance materiality at
£1,134,000, which represents 70% of overall
materiality.
Reporting threshold
We agreed with the Audit Committee that
we would report to them misstatements
identified during our audit above £104,000
for the group, which is set at 3% of overall
materiality, as well as misstatements
below those amounts that, in our view,
warranted reporting on qualitative
reasons. We also reported to the Audit
Committee disclosure matters that we
identified during the course of assessing
the overall presentation of the financial
statements.
We agreed with the Audit Committee that
we would report to them misstatements
identified during our audit above £49,000
for the parent company, which is set at 3%
of overall materiality, as well as
misstatements below those amounts that,
in our view, warranted reporting on
qualitative reasons. We also reported to
the Audit Committee disclosure matters
that we identified during the course of
assessing the overall presentation of the
financial statements.
MEGroup plc Annual Report 2024
117
As part of designing our audit, we assessed the
risk of material misstatement in the financial
statements, whether due to fraud or error, and
then designed and performed audit procedures
responsive to those risks. In particular, we
looked at where the directors made subjective
judgements, such as assumptions on significant
accounting estimates.
We tailored the scope of our audit to ensure that
we performed sufficient work to be able to give an
opinion on the financial statements as a whole.
We used the outputs of our risk assessment,
our understanding of the group and the parent
company, their environment, controls, and critical
business processes, to consider qualitative factors
to ensure that we obtained sufficient coverage
across all financial statement line items.
Our group audit scope included an audit of
the group and parent company financial
statements. Based on our risk assessment, our
audit procedures for both Component 1 and
Component 2 of the Group provided 100%
coverage for profit before tax (relevant materiality
benchmark). Where we relied on work performed
by component auditors, we issued audit
instructions, directed component audit teams,
reviewed component audit files, and maintained
appropriate oversight throughout the audit.
At the parent company level, the group audit team
also tested the consolidation process and carried
out substantive analytical procedures to confirm
our conclusion that there were no significant risks
of material misstatement of the aggregated
financial information.
Other information
The other information comprises the information
included in the annual report other than the
financial statements and our auditor’s report
thereon. The directors are responsible for the
other information. Our opinion on the financial
statements does not cover the other information
and, except to the extent otherwise explicitly
stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained
in the course of audit or otherwise appears
to be materially misstated. If we identify such
material inconsistencies or apparent material
misstatements, we are required to determine
whether this gives rise to a material misstatement
in the financial statements themselves. If, based
on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, the part of the directors’
remuneration report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in
the course of the audit:
▪ the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements and
those reports have been prepared in
accordance with applicable legal requirements;
▪ the information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5
and 7.2.6 in the Disclosure Guidance and
Transparency Rules sourcebook made by the
Financial Conduct Authority (the FCA Rules), is
consistent with the financial statements and has
been prepared in accordance with applicable
legal requirements; and
▪ information about the parent company’s
corporate governance code and practices and
about its administrative, management and
supervisory bodies and their committees
complies with rules 7.2.2, 7.2.3 and 7.2.7 of the
FCA Rules.
MEGroup plc Annual Report 2024
118
Independent Auditor’s Report to the
Members of Me Group International plc continued
FINANCIAL STATEMENTS
Matters on which we are required to
report by exception
In light of the knowledge and understanding of
the group and the parent company and their
environment obtained in the course of the audit,
we have not identified material misstatements
inthe:
▪ strategic report or the directors’ report; or
▪ information about internal control and risk
management systems in relation to financial
reporting processes and about share capital
structures, given in compliance with rules 7.2.5
and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the
following matters in relation to which the
Companies Act 2006 requires us to report to
you if, in our opinion:
▪ adequate accounting records have not been
kept by the parent company, or returns
adequate for our audit have not been received
from branches not visited by us; or
▪ the parent company financial statements and
the part of the directors’ remuneration report to
be audited are not in agreement with the
accounting records and returns; or
▪ certain disclosures of directors’ remuneration
specified by law are not made; or
▪ we have not received all the information and
explanations we require for our audit; or
▪ a corporate governance statement has not been
prepared by the parent company.
Corporate governance statement
The Listing Rules require us to review the directors’
statement in relation to going concern, longer-
term viability and that part of the Corporate
Governance Statement relating to Me Group
International plc’s compliance with the provisions
of the UK Corporate Governance Statement
specified for our review.
Based on the work undertaken as part of our
audit, we have concluded that each of the
following elements of the Corporate Governance
Statement is materially consistent with the
financial statements or our knowledge obtained
during the audit:
▪ Directors’ statement with regards the
appropriateness of adopting the going concern
basis of accounting and any material
uncertainties identified, set out on page 78;
▪ Directors’ explanation as to its assessment of
the entity’s prospects, the period this
assessment covers and why they period is
appropriate, set out on page 66;
▪ Directors’ statement on fair, balanced and
understandable, set out on page 93;
▪ Board’s confirmation that it has carried out a
robust assessment of the emerging and
principal risks, set out on page 42;
▪ The section of the annual report that describes
the review of effectiveness of risk management
and internal control systems, set out on page 91;
and;
▪ The section describing the work of the audit
committee, set out on page 84.
Responsibilities of Directors
As explained more fully in the statement of the
directors’ responsibility set out on page 92, the
directors are responsible for the preparation of the
financial statements and for being satisfied that
they give a true and fair view, and for such internal
control as the directors determine is necessary to
enable the preparation of financial statements
that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the
directors are responsible for assessing the group’s
and the parent company’s ability to continue as a
going concern, disclosing, as applicable, matters
related to going concern and using the going
concern basis of accounting unless the directors
either intend to liquidate the group or the parent
company or to cease operations, or have no
realistic alternative but to do so.
MEGroup plc Annual Report 2024
119
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a
whole are free from material misstatement,
whether due to fraud or error, and to issue
an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance
but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always
detect a material misstatement when it exists.
Misstatements can arise from fraud or error and
are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
The extent to which our procedures are capable
of detecting irregularities, including fraud is
detailed below.
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We
design procedures in line with our responsibilities,
outlined above, to detect material misstatements
in respect of irregularities, including fraud.
Based on our understanding of the group and the
parent company and their industry, we considered
that non-compliance with the following laws
and regulations might have a material effect on
the financial statements: employment and tax
legislation, health and safety regulation and anti-
money laundering regulation.
To help us identify instances of non-compliance
with these laws and regulations, and in identifying
and assessing the risks of material misstatement
in respect to non-compliance, our procedures
included, but were not limited to:
▪ Gaining an understanding of the legal and
regulatory framework applicable to the group
and the parent company, the industry in which
they operate, and the structure of the group,
and considering the risk of acts by the group
and the parent company which were contrary
tothe applicable laws and regulations,
includingfraud;
▪ Inquiring of the directors, management and,
where appropriate, those charged with
governance, as to whether the group and the
parent company is in compliance with laws and
regulations, and discussing their policies and
procedures regarding compliance with laws
andregulations;
▪ Inspecting correspondence with relevant
regulatory authorities;
▪ Reviewing minutes of directors’ meetings in
theyear; and
▪ Discussing amongst the engagement
teamthelaws and regulations listed above,
andremaining alert to any indications of
non-compliance.
We also considered those laws and regulations
that have a direct effect on the preparation of
the financial statements, such as tax legislation,
pension legislation and the Companies Act 2006.
In addition, we evaluated the directors’ and
management’s incentives and opportunities
for fraudulent manipulation of the financial
statements, including the risk of management
override of controls, and determined that the
principal risks related to posting manual journal
entries to manipulate financial performance,
management bias through judgements
and assumptions in significant accounting
estimates, in particular in relation to recognition,
valuation and impairment of intangible assets,
including goodwill, revenue recognition (which
we pinpointed to the manipulation of vending
machine revenue), and significant one-off
transactions.
Our procedures in relation to fraud included but
were not limited to:
▪ Making enquiries of the directors and
management on whether they had knowledge
of any actual, suspected or alleged fraud;
▪ Gaining an understanding of the internal
controls established to mitigate risks related
tofraud;
▪ Discussing amongst the engagement team
therisks of fraud;
MEGroup plc Annual Report 2024
120
FINANCIAL STATEMENTS
Independent Auditor’s Report to the
Members of Me Group International plc continued
▪ Addressing the risks of fraud through
management override of controls by
performingjournal entry testing, including
consolidation journals;
▪ Reviewing accounting estimates and financial
statement disclosures for management bias;
and
▪ Reviewing transaction outside of normal course
of business.
The primary responsibility for the prevention and
detection of irregularities, including fraud, rests
with both those charged with governance and
management. As with any audit, there remained
arisk of non-detection of irregularities, as
these may involve collusion, forgery, intentional
omissions, misrepresentations or the override of
internal controls.
The risks of material misstatement that had the
greatest effect on our audit are discussed in the
“Key audit matters” section of this report.
A further description of our responsibilities is
available on the Financial Reporting Council’s
website at www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters which we are
required to address
Following the recommendation of the audit
committee, we were appointed by the directors
on 3 September 2019 to audit the financial
statements for the period ending 31 October 2020
and subsequent financial periods. The period
of total uninterrupted engagement is 5.5 years,
covering the years ending 2020 to 2024.
No non-audit services prohibited by the FRC’s
Ethical Standard were provided to the group or the
parent company and we remain independent of
the group and the parent company in conducting
our audit.
Our audit opinion is consistent with our additional
report to the audit committee.
Use of the audit report
This report is made solely to the company’s members
as a body in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not
accept or assume responsibility to anyone other than
the company and the company’s members as a body
for our audit work, for this report, or for the opinions
we have formed.
As required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rule 4.1.14R,
these financial statements form part of the ESEF-
prepared annual report filed on the National Storage
Mechanism of the Financial Conduct Authority in
accordance with the ESEF Regulatory Technical
Standard (‘ESEF RTS’). This auditor’s report provides
no assurance over whether the annual report has
been prepared using the single electronic format
specified in the ESEF RTS.
David Herbinet (Senior Statutory Auditor)
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
London
24
February 2025
MEGroup plc Annual Report 2024
121
31October31October
20242023
Notes£’000£’000
Revenue
4
30 7, 8 8 6
2 9 7, 6 6 2
Cost of Sales
5
(1 9 8 , 3 9 4)
(1 9 4 , 413)
Gross Profit
10 9, 492
103 , 249
Other Operating Income
5
209
194
Administrative Expenses
5
(35,617)
(35, 35 1)
Reversal of impairment of trade receivables/(impairment)
17
303
(6 0 4)
Share of Post-Tax Profits from Associates
15
3
14
Operating Profit
74 , 3 9 0
67, 5 0 2
Non-operating income – net
6
982
701
Finance Income
8
670
1, 4 01
Finance Cost
8
(2 , 62 1)
(2, 537)
Profit before Tax
73,421
67 ,067
Total Tax Charge
9
(1 9, 3 31)
(1 6 ,4 01)
Profit for the year
54 ,09 0
50,666
Other Comprehensive Income
Items that are or may subsequently be classified to Profit and Loss:
Exchange differences arising on translation of foreign operations
(4,839)
454
Exchange differences reclassified to income statement on disposal of subsidiaries
76
–
Total Items that are or may subsequently be classified to profit and loss
(4 , 76 3)
454
Items that will not be classified to profit and loss:
Remeasurement (loss)/gains in defined benefit obligations and other post-employment
benefit obligations
(52 0)
(2 20)
Deferred tax on remeasurement loss/(gains)
118
48
Total Items that will not be classified to profit and loss
(4 02)
(1 7 2)
Other comprehensive income for the year net of tax
(5 ,1 6 5)
282
Total Comprehensive income for the year
48,925
50,94 8
Profit for the Year Attributable to:
Owners of the Parent
54 ,09 0
50,666
Non-controlling interests
–
–
54 ,09 0
50,666
Total comprehensive income attributable to:
Owners of the Parent
48,925
50,94 8
Non-controlling interests
–
–
48,925
50,94 8
Earnings per Share
Basic Earnings per Share
11
14 . 36p
13 . 41p
Diluted Earnings per Share
11
14. 27p
13 . 33p
All results derive from continuing operations. The noteson pages126 to 180 are an integral part of these consolidated
financial statements.
Group Statement of
Comprehensive Income
For the 12months ended 31October 2024
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
122
31October
31October2023
2024(Restated)
Notes£’000£’000
Assets
Goodwill
12
11, 006
18,888
Other intangible assets
12
14, 362
17,822
Property, plant& equipment
13
136, 332
11 8 ,124
Investment in associates
15
37
35
Financial instruments held at FVTPL
16
1 ,619
5,886
Other receivables
17
2 ,814
3 ,00 5
Non‑Current Assets
166,17 0
163,760
Inventories
18
38,065
32, 501
Trade and other receivables
17
1 9, 2 92
12, 261
Current tax
97
7, 9 6 2
Cash and cash equivalents
19
8 6 ,1 47
111 ,091
Current assets
143,601
163,815
Non‑Current Assets Classified as Held for Sale
14
2 ,86 9
4 , 9 47
Total assets
312 ,64 0
3 32, 522
Equity
Share capital
21
1 ,8 82
1,8 91
Share premium
11, 510
11 ,083
Treasury shares
21
–
(1 ,9 69)
Capital redemption reserve
12
–
Translation and other reserves
7 ,990
11,958
Retained earnings
158,477
13 6 ,02 5
Total Shareholders’ funds
17 9,8 7 1
158,98 8
Liabilities
Financial liabilities
23
35, 957
5 8 , 4 47
Post‑employment benefit obligations
24
4, 402
4 ,063
Deferred tax liabilities
26
7, 2 0 2
8 ,5 66
Non‑current liabilities
47, 5 6 1
7 1, 076
Financial liabilities
23
23,80 6
32 ,06 3
Provisions
25
1 , 306
1,884
Current tax
3, 253
10, 59 0
Trade and other payables
27
56,843
5 7, 9 2 1
Total equity and liabilities
312 ,64 0
3 32, 522
The noteson pages 126 to 180 are an integral part of these consolidated financial statements.
The accounts were approved by the Board on 21February 2024 and signed on its behalf by:
Serge Crasnianski Sir John Lewis OBE
Chief Executive Officer Non‑executive Chairman
Registration number:00735438
Group Statement of
Financial Position
As at 31October 2024
MEGroup plc Annual Report 2024
123
31October
31October 2023
2024(restated)
Notes£’000£’000
Cash flow from operating activities
Profit before tax
73,421
67 ,067
Finance costs
1,0 46
1 , 286
Interest of lease liabilities
1, 575
1,2 51
Finance income
(670)
(1, 4 01)
Non-operating income – net
(98 2)
(701)
Operating profit
74 , 3 9 0
6 7, 5 02
Amortisation and impairment of intangible assets
5
7, 4 2 5
6, 586
Depreciation of property, plant and equipment net of reversal of impairments
5
32 ,409
32, 552
Loss on sale property, plant and equipment and intangible assets
263
555
Exchange differences
1,0 81
(12 9)
Non-cash movements in provisions and post-employment benefit obligations
5 41
1 , 243
Share based compensation charge
795
345
Other non cash items
268
(378)
Changes in working capital:
Inventories
(5 , 5 6 4)
(7, 0 1 0)
Trade and other receivables
(3,099)
2 ,975
Trade and other payables
(1 , 07 8)
5 ,673
Cash generated from operations
1 0 7, 4 3 1
109 ,914
Payments made in respect of provisions and post-employment benefit obligations
(7 9 6)
(881)
Interest paid
(2 ,6 21)
(2, 537)
Interest received
670
1, 4 01
Taxation paid
(1 7, 5 1 8)
(20, 203)
Net cash generated from operating activities
8 7, 1 6 6
87 ,693
Cash flows from investing activities
Acquisition of subsidiaries
31
–
(4 ,7 9 0)
Net proceeds from disposal of subsidiaries
3,673
20 9
Purchase of intangible assets
(2 ,511)
(3,798)
Purchase of property, plant and equipment
(5 2 ,1 0 3)
(4 5,842)
Capital expenditure on non-current assets classified as held for sale
14
–
(4 , 3 62)
Proceeds from sale of property, plant and equipment
1, 523
1 , 539
Proceeds from sale of non-current assets classified as held for sale
14
1 ,852
–
Net cash utilised in investing activities
(47, 5 6 6)
(5 7, 0 4 4)
Cash flows from financing activities
Issue of ordinary shares to equity shareholders
430
458
Purchase of treasury shares
21
(1,425)
(1 ,9 69)
Repayment of principal of leases
(5, 9 32)
(5, 8 57)
Repayment of borrowings
20
(2 7, 0 4 9)
(30 ,9 61)
New borrowings drawn
20
1,1 5 2
4 , 817
Dividends paid to owners of the Parent
10
(2 7, 8 4 2)
(2 3 , 4 4 3)
Net cash utilised in financing activities
(60,666)
(56,955)
Net decrease in cash and cash equivalents
(21 ,0 67)
(26 , 3 0 4)
Cash and cash equivalents at beginning of year
111,091
1 36 ,1 85
Exchange gain on cash and cash equivalents
(3, 87 7)
1 , 210
Cash and cash equivalents at end of year
8 6 ,1 47
111 ,091
The noteson pages 126 to 180 are an integral part of these consolidated financial statements.
Group Statement of
Cash Flows
For the period ended 31October 2024
FINANCIAL STATEMENTS
124
Capital
ShareShareTreasuryRedemptionOtherTranslationRetained
capitalpremiumsharesReservereservesreserveearningsTotal
£’000£’000£’000£’000£’000£’000£’000£’000
At 1November 2022
1 ,889
10,627
–
–
2 ,665
8 , 49 4
1 0 8 , 9 74
132, 6 49
Profit for the period
–
–
–
–
–
–
50,666
50,666
Other comprehensive
income/(expense):
Exchange differences
–
–
–
–
–
45 4
–
454
Remeasurement losses in defined
benefit pension scheme and other
post-employment benefit obligations
–
–
–
–
–
–
(22 0)
(2 20)
Deferred tax on remeasurement losses
–
–
–
–
–
–
48
48
Total other comprehensive
income/(expense)
–
–
–
–
–
45 4
(17 2)
282
Total comprehensive income
–
–
–
–
–
45 4
50, 49 4
50,948
Transactions with owners
of the Parent:
Shares issued in the period (note21)
2
45 6
–
–
–
–
–
45 8
Purchase of treasury shares (note21)
–
–
(1 ,9 6 9)
–
–
–
–
(1 , 96 9)
Share options (note22)
–
–
–
–
345
–
–
345
Dividends (note10)
–
–
–
–
–
–
(2 3 , 4 43)
(2 3 , 4 43)
Total transactions with owners of
theParent
2
456
(1 , 9 69)
–
345
–
(2 3 , 4 4 3)
(24 , 60 9)
At 31October 2023
1,8 91
11 ,0 83
(1,969)
–
3,01 0
8,948
1 36,02 5
158,988
At 1November 2023
1,8 91
11 ,0 83
(1,969)
–
3,01 0
8,948
13 6,02 5
158,988
Profit for the period
–
–
–
–
–
–
54 ,09 0
5 4,0 90
Other comprehensive
income/(expense):
Exchange differences
–
–
–
–
–
(4,839)
–
(4,839)
Translation reserve taken to income
statement on disposal of subsidiaries
–
–
–
–
–
76
–
76
Remeasurement losses in defined
benefit pension scheme and other
post-employment benefit obligations
–
–
–
–
–
–
(5 2 0)
(5 2 0)
Deferred tax on remeasurement losses
–
–
–
–
–
–
118
11 8
Total other comprehensive (expense)
–
–
–
–
–
(4 , 7 6 3)
(40 2)
(5 ,1 6 5)
Total comprehensive expense/(income)
-
-
-
-
-
(4 , 76 3)
53,688
48,925
Transactions with owners of the Parent:
Shares issued in the period (note21)
3
427
–
–
–
–
–
430
Purchase of treasury shares (note21)
–
–
(1,425)
–
–
–
–
(1,425)
Cancellation of treasury shares
(note21)
(1 2)
–
3, 394
12
–
–
(3,394)
–
Share options (note22)
–
–
–
–
795
–
–
795
Dividends (note10)
–
–
–
–
–
–
(2 7, 8 4 2)
(2 7, 8 4 2)
Total transactions with owners of
theParent
(9)
427
1,969
12
795
–
(3 1 , 2 3 6)
(28,04 2)
At 31October 2024
1 ,882
11, 510
–
12
3,805
4 ,1 85
158,4 77
179, 8 7 1
The noteson pages 126 to 180 are an integral part of these consolidated financial statements
Group Statement of
Changes in Equity
For the period ended 31October 2024
MEGroup plc Annual Report 2024
125
General Information
ME Group International plc (the “Company”) is a
public limited company incorporated and registered in
England and Wales and whose shares are quoted on
the London Stock Exchange, under the symbol MEGP.
The registered number of the Company is 735438
and its registered office is at Unit 3B, Blenheim Rd,
Epsom, KT19 9AP. The principal activities of the Company
and its subsidiaries (together referred to as the “Group”)
continue to be the operation, sale, and servicing of a
wide range of instant-service equipment. The Group
operates coin-operated automatic photobooths for
identification and fun purposes, and a diverse range
of vending equipment, including digital photo kiosks,
laundry machines, and business service equipment, and
amusement machines.
Authorisation of the financial statements and
statement of compliance with IFRSs
The consolidated financial statements of
ME Group International plc for the period ended
31 October 2024 were authorised for issue by the directors
on 21 February 2025 and the statements of financial
position were signed by S. Crasnianski, Chief Executive
Officer and J. Lewis, Non-executive Chairman.
The consolidated financial statements have been
prepared in accordance with UK-adopted international
accounting standards and in conformity with the
requirements of the Companies Act 2006.
1 Material accounting policies
The material accounting policies adopted in the
preparation of the Group’s consolidated financial
statements are set out below. The policies have been
consistently applied, unless otherwise stated, to all of the
statements presented. New standards adopted for this
financial period are shown in note 2 on page 133.
1.1 Basis of preparation
The consolidated financial statements have been
prepared in accordance with UK-adopted international
accounting standards, using the historical cost convention
except for certain financial instruments held at FVTPL,
share-based payments and defined benefit pension
obligations that have been measured at fair value.
The consolidated financial statements are presented in
Pounds Sterling, being presentational currency of the
Group and all values are shown in £’000 except where
indicated. Further details are provided in note 1.3.
The following restatements have been made to the
comparative figures for the year ending 31 October 2023;
▪ Reclassification from prepayments to non-current
assets classified as held for sale (see notes 14 and 17)
▪ IFRS remeasurements of goodwill and intangibles
following an acquisition (see note 12)
▪ Reallocation of VAT to components of revenue
following a change in allocation methodology (see
note 4)
▪ Reclassifications between categories of property,
plant and equipment (see note 13)
Going concern
The consolidated financial statements of the Group have
been prepared on the going concern basis.
In reaching this conclusion the Directors have reviewed
detailed budgets, which reflect, where applicable, the
current economic conditions, with regard to the level of
demand for the Group’s manufactured products, the
level of consumer confidence and cash flow forecasts for
at least the next twelve months.
The Directors assessed the Group’s going concern
basis by stress testing three scenarios and their
projected financial impact over a three-year period. The
Directors’ have used the three-year business plan in this
assessment which covers a period of 12 months after
the date of signing of the financial statements for the
assessment of going concern and a period of three years
for the assessment of viability. The following scenarios
were tested:
Scenario 1:
The budget, elaborated with each country manager and
validated by the top management, which we consider as
the most likely scenario. Please note that this scenario is
the one approved by the Board.
Scenario 2:
The “mild” scenario is based on the budget, but with the
following sensitivities added:
▪ A 5% decrease in machine installations due to supply
chain issues
▪ A 5% price increase in spare parts and consumables
▪ A 1% increase in labour costs
▪ A 5% increase in paper costs
▪ A 1% drop in total revenue due to loss of key accounts
▪ A 1% drop in revenue due to the potential impact of a
future pandemic or other global event.
▪ This scenario does not consider the potential impact
of new regulations regarding photo identification
Notesto the Consolidated
Financial Statements
For the period ended 31October 2024
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
126
or permission of selfies as official photos within the
three-year forecast
▪ In addition we assume in this scenario an additional
revenue decrease of 2% the first year (2025) for an
unidentified reason as of today.
Scenario 3:
The “worst case” scenario is based on the budget, but
with the following sensitivities added:
▪ A 10% decrease in machine installations due to supply
chain issues,
▪ A 10% price increase in spare parts and consumables
▪ A 2% increase in labour costs
▪ A 10% increase in paper costs
▪ A 1% drop in total revenue due to loss of key accounts
▪ A 3% drop in revenue due to the potential impact of a
future pandemic or other global event.
▪ Revenue is reduced by 3% each year due to the
potential impact of new regulations regarding photo
identification or permission of selfies as official photos.
▪ In addition we assume in this scenario an additional
revenue decrease of 3% the first year (2025) for an
unidentified reason as of today.
In all three scenarios, exchange rate assumptions are
as per the budget. The forecasts assume payment of
dividends commensurate with results and the Group’s
dividend policy.
In all three scenarios tested, the group continues to
comply with its bank covenants and loan repayment
terms and is in a strong financial position after
three years.
Neither the Ukrainian nor Israeli conflicts are expected
by management to have a significant impact on the
business of the Group. The Group has no activity in
these regions.
Management does not consider interest rate risk to be a
threat to the Group’s going concern, as all current debt is
at fixed rates and the forecasts indicate no requirement
for new debt facilities.
As a result, the cash flow projections indicate that
the Group will remain within its available banking
facilities over the 12 months from signing these financial
statements. Additional information on these facilities is
provided in note 16.
1.2 Basis of consolidation
The Group consolidates the financial statements of
the Company and all of its subsidiaries, and includes
associates under the equity method, as at each year end.
Subsidiaries
Subsidiaries are all entities controlled by the Group. The
Group controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through
its power over the entity. In assessing control, the Group
takes into consideration potential voting rights that are
currently exercisable.
The acquisition date is the date on which control is
transferred to the Group. The financial statements of
subsidiaries are included in the consolidated financial
statements from the date that control commences until
the date on which control ceases. Losses applicable to
non-controlling interests in a subsidiary are allocated to
the non-controlling interests even if doing so causes the
non-controlling interests to have a negative balance.
The principal subsidiaries affecting the results and
financial position of the Group are shown in note 19 of the
Parent Company Financial Statements.
Changes in ownership of subsidiaries and loss of control
Changes in the Group’s interest in a subsidiary that do
not result in loss of control are accounted for as equity
transactions.
Where the Group loses control of a subsidiary, the assets
and liabilities are derecognised along with any related
non controlling interest and other components of equity.
Any resulting gain or loss is recognised in profit and loss.
Any interest retained in a subsidiary is measured at fair
value when control is lost.
The Group uses the acquisition method to account
for business combinations. Acquisition costs for
business combinations are expensed as incurred.
The consideration transferred for the acquisition of
a subsidiary is the fair value of the assets acquired,
the liabilities incurred to the former owners of the
acquiree and the equity interests issued by the Group.
The consideration transferred includes the fair value
of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a
business combination are initially measured at their
fair values on acquisition date. The Group recognises
any non-controlling interest in the acquiree on an
acquisition-by-acquisition basis, either at fair value or at
the non-controlling interest’s proportionate share of the
recognised amounts of acquiree’s identifiable net assets.
MEGroup plc Annual Report 2024
127
1 Material accounting policies continued
If the business combination is achieved in stages, the
carrying value of the acquirer’s previously held interest
in the acquiree is re-measured to fair value at the
acquisition date, with such gains or losses arising from
remeasurement recognised in profit and loss.
Transactions eliminated on consolidation
Inter-company transactions, balances and unrealised
gains and losses on transactions between Group
companies are eliminated. Material intercompany
transactions which are eliminated include sales
between subsidiaries and recharges of corporate costs
to subsidiaries.
1.3 Foreign currency translation
The consolidated financial statements are presented
in Pounds Sterling, being the presentational currency
of the Group and all values are shown in £’000 except
where indicated.
Transactions in foreign currencies are translated into
the respective functional currencies of the Group’s
subsidiaries at the exchange rate ruling on the date the
transaction is recorded. Monetary assets and liabilities
denominated in foreign currencies are translated using
the exchange rates ruling at 31 October. Exchange gains
and losses resulting from the above translation are
reflected in the income statement.
For subsidiaries that have a functional currency other
than Pounds Sterling, income statements are translated
into Pounds Sterling at the weighted average rate of
exchange for the year, being a reasonable approximation
of actual exchange rates at the date of the transaction.
Statements of financial position are translated into
Pounds Sterling at the exchange rate ruling at 31 October.
Exchange differences arising on the translation of
opening net assets are taken to the translation reserve
within equity, as is the exchange difference on the
translation of the income statement between average
and closing exchange rates. For this purpose, net assets
includes loans between group companies and any
related foreign exchange contracts where settlement
is neither planned nor likely to occur in the foreseeable
future. Such cumulative exchange differences are
released to the income statement on disposal of the
subsidiary or associate.
1.4 Revenue recognition
There are three types of revenue earned by the Group:
a) Vending revenue is recognised when the services
are provided which is also when payment is
received. Vending revenue is total consideration
received during the period including that held in
machines at the statement of financial position
date. Each vending sale transaction entered into
by the Group represents a single performance
obligation. Vending revenue is the fair value of
consideration received and is measured net of
discounts, VAT and other sales-related taxes.
Payment is received immediately before the service
is delivered to the customer, with no payment
terms offered.
b) Revenue from the sale of equipment, spare parts
and consumables is recognised upon delivery
of products and acceptance, if applicable, by
the customer. Each sale of equipment, spare
parts and consumables represents a single
performance obligation. Sales revenue is the
fair value of consideration received or receivable
and is measured net of discounts, VAT and other
sales-related taxes. Payment is typically due and
received 30 days after the delivery of the product.
The Group offers a two year warranty on all
machines sold and is responsible for any repairs
required in that period
c) Revenue from the provision of services, principally
maintenance contracts, is recognised at the time
the service is delivered to the customer. Sales
of services represents a single performance
obligation. Revenue is the fair value of consideration
received or receivable and is measured net of
discounts, VAT and other sales-related taxes.
Revenue is recognised in a straight line manner
over the maintenance contract term. Payment is
typically due and received 30 days after the delivery
of the service is complete. Contract terms do not
exceed one year in length.
1.5 Finance income and costs
Finance income and costs are both recognised in the
income statement under the effective interest method.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
128
1.6 Taxation
Tax expense for the current period comprises current and
deferred tax and is recognised in the income statement,
except to the extent that it relates to items recognised in
other comprehensive income or equity. The current tax
charge is calculated on the basis of the laws enacted
or substantively enacted at the statement of financial
position date in the countries where the Group operates.
Deferred tax is provided in full on temporary differences
arising between the tax base of assets and liabilities and
their carrying value in the accounts.
Deferred tax is measured on an undiscounted basis at
the tax rates that are expected to apply in future periods
in which the temporary difference will reverse, based on
tax rates and laws enacted or substantively enacted at
the year end.
Deferred tax assets are recognised to the extent that it
is probable that the future taxable profit, against which
the deductible temporary differences can be utilised, will
be available.
Deferred tax is provided, or an asset recognised, on
taxable temporary differences arising on investments in
subsidiaries and associates, except where the timing of
the reversal of the temporary difference can be controlled
and it is probable that the temporary difference will not
reverse in the foreseeable future.
Current tax assets and liabilities are measured at the
amounts expected to be recovered from, or paid to, the
taxation authorities, based on tax rates and laws that are
enacted or substantively enacted at year end.
1.7 Intangible assets
Goodwill
Goodwill represents the excess of cost of an acquisition of
a subsidiary over the fair value of the Group’s share of net
identifiable assets at the date of acquisition.
Goodwill is not amortised but is tested annually for
impairment or more frequently if events or changes in
circumstances indicate that the carrying amounts may be
impaired and is carried at cost less any impairment. On
disposals, goodwill is included in the calculation of gains
or losses on the sale of the previously acquired entity.
For the purposes of impairment testing, goodwill is
allocated to cash-generating units. Each of these
units represents the Group’s investment in an
operating subsidiary.
Where an acquisition creates a gain on bargain purchase
(negative goodwill), the gain is recognized directly in the
income statement.
Internally generated research and development
expenditure
Research and development costs are accounted for
in line with all relevant criteria as mandated by IAS 38
Intangible Assets. Research expenditure is expensed
as incurred. Costs incurred in developing projects are
capitalised as intangible assets when it is considered that
the commercial viability of the project will be a success
based on discounted expected cash flows, and the costs
can be reliably measured.
Development costs that do not meet the capitalization
requirements of IAS 38 are expensed and are not
recognised as assets.
Separately acquired intangible assets
Intangible assets (including acquired research and
development) acquired as part of a business combination
are initially recognised at fair value at the date of
acquisition. Other intangibles are initially recognised
at cost.
Intangible assets with finite useful lives are carried at cost
less accumulated amortisation and impairment.
The amortisation policies applied to the Group’s intangible assets are summarised as follows:
Capitalised research
and development
Software
Customer related
Patents and licences
Droit au Bail
Useful lives
Finite
Finite
Finite
Finite
Indefinite
Amortisation
Straight-line basis,
Straight-line basis, Straight-line basis, Straight-line basis, Not amortised
with a maximum life of with a maximum over their useful over their useful regularly, but
four years from life of three years, lives of between lives of between subject to
commencement of with no residual three and ten years, seven and ten impairment testing
commercial value with no residual years, with no
production, with no value residual value
residual value
Internally
Internally generated
Acquired
Acquired
Acquired
Acquired
generated or
acquired
MEGroup plc Annual Report 2024
129
1 Material accounting policies continued
Separately acquired intangible assets with indefinite
useful lives
Droit au bail, which occur in France, are rights to occupy
a space to site vending equipment. According to French
law, droit au bail contracts are tacitly extended, hence
the determination of an indefinite useful life.
The carrying amount of droit au bail assets at
31 October 2024 was £172,000.
Amortisation of capitalised development costs are
included in the cost of sales. Amortisation of other
intangible assets categories is included in both the
cost of sales and administration expenses in the
income statement.
1.8 Property, plant and equipment
Property, plant and equipment is shown at cost, less
accumulated depreciation and any impairment.
Subsequent expenditure on property, plant and
equipment is capitalised, either as a separate asset,
or included in the cost of the asset, as appropriate,
only when it is probable that future economic benefits
associated with the item will flow to the Group and
the cost can be measured reliably. The carrying
amount of any parts of the assets that are replaced
are derecognised. All other costs are recognised in the
income statement as an expense as incurred.
Freehold land is not depreciated. Other assets are
depreciated on a straight-line basis, to reduce cost to the
estimated residual value over the estimated useful life of
the asset at the following rates:
Freehold buildings & 2% – 12.5% straight-line
vending machine sites
Photobooths and
vending machines
10% – 33.33% straight-line
Right of use assets
Depreciated over the lease term
Plant, machinery,
furniture, fixtures and
motor vehicles
12.5% – 33.33% straight-line.
The assets’ residual values and useful lives are reviewed
at each year end and adjusted, if appropriate.
1.9 IFRS 16 leases
The Group has arrangements across three main
categories that meet the definition of a lease under
IFRS 16: site agreements, property and motor vehicles.
The Group assesses whether a contract is or contains a
lease at inception of the contract. The Group recognizes
a right-of-use asset and corresponding lease liability at
the lease commencement date, except for short term
leases and leases of low value. For short term and low
value leases, the lease payments are recognized as an
operating expense on a straight-line basis over the term
of the lease.
The right-of-use asset is initially measured at cost,
which comprises the initial amount of the lease liabilities
adjusted for any lease payments made at or before the
commencement date, plus any initial costs incurred. The
right-of-use assets are subsequently measured at cost
less accumulated depreciation and impairment losses.
The right-of-use assets are from the commencement
date depreciated over the shorter period of lease term
and useful life of the underlying asset. The estimated
useful lives of right-of-use assets are determined on the
same basis as those of property and equipment.
The lease liabilities are initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the relevant
country discount rate. Lease Liabilities are adjusted for
certain re-measurement events, e.g. revised discount
rate, change in the lease term or change in future lease
payments resulting from a change in an index. Discount
rates are determined using the Group’s external cost
of borrowing adjusted for timing of borrowing, lease
term, country and currency impacts. An asset specific
adjustment is also applied to tailor the discount rate
to the specific characteristic of the leased asset. For
the purpose of determining asset specific adjustments
leases have been organised into pools of similar leased
asset types.
Site agreements
The Group operates vending units which are deployed
under a fee-paying agreement with the site owner. These
agreements vary widely in their terms and conditions.
The Group examines, on an individual basis, the degree
to which these agreements meet the definition of a lease
under IFRS 16, with particular regard to the presence of
an identified asset with no substitution rights. While the
standard sets out the definition of a lease, judgement is
required in assessing the degree to which those criteria
are met, particularly with regard to the presence of an
identified asset with no substitution rights.
Contracts outside of the scope of IFRS 16
Some of the Group’s lease arrangements do not meet
the criteria for IFRS 16 treatment (e.g. variable rent,
site owners have control over the machine location
or ME Group can stop a contract with a short period
notice at any time) and are de facto accounted for as
operating costs
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
130
1.10 Impairment of non-financial assets
For goodwill and intangible assets with indefinite lives,
the carrying value is reviewed annually for impairment
or more frequently if events or changes in circumstances
indicate that the carrying amounts may be impaired.
Other intangible assets and property, plant and
equipment are reviewed for impairment losses whenever
events or changes in circumstances indicate that the
carrying amount may not be recoverable. If the carrying
value of the asset is higher than the recoverable
amount of the asset an impairment loss is recognised.
Impairments charges are included in ‘Adminstration
expenses’ in the income statement. In carrying out such
impairment evaluations the recoverable amount is the
higher of the asset’s value in use or its fair value less costs
to sell.
Assets that do not generate largely independent
cash inflows are grouped at the lowest level for which
separately identifiable cash inflows exist (cash-generating
units) and the recoverable amount is determined for
the cash-generating unit (CGU). For the purposes of
impairment testing goodwill and intangible assets, the
Group defines a CGU as an operating company. For
property, plant and equipment, impairment testing is
performed at the individual asset level.
Reversal of impairment
Where an impairment loss subsequently reverses, the
carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but so that it does
not exceed the carrying amount that would have been
determined had no impairment loss been recognised.
No impairment loss is reversed for goodwill or intangible
assets with indefinite lives.
1.11 Financial instruments
(i) Financial assets
Classification of financial assets
Financial instruments are classified based on the
Group’s business model for managing financial assets
and the contractual cash flow characteristics of the
financial asset.
(a) Trade receivables
Trade receivables are initially measured at fair
value, and subsequently at their amortised cost as
reduced by appropriate allowances for expected
credit losses.
(b) Cash and cash equivalents
Cash and cash equivalents are measured at
amortised costs. Bank overdrafts are included
within borrowings in current liabilities in the
statements of financial position.
(c) Financial assets at fair value through profit or loss
Financial assets in this category are initially
recorded and subsequently valued at fair value,
with changes in fair value recognised in the
income statement.
For investments designated as financial assets at
fair value through profit or loss, the fair values of
quoted investments are based on current bid prices.
For unlisted investments the Group uses various
valuation techniques to determine fair values.
Investments in convertible bonds are valued on a
discounted cashflow basis and by reference to the
issuing company’s equity value, where necessary.
(ii) Financial liabilities
(a) Borrowings
Borrowings are recorded initially at the fair value
of the consideration received net of directly
attributable transaction costs.
After initial recognition, borrowings are
subsequently measured at amortised cost using the
effective interest rate method. This method includes
any initial issue costs and discounts or premiums
on settlement. Finance costs on the borrowings
are charged to the income statement under the
effective interest rate method.
Financial liabilities are derecognised when
the obligation under the liability is cancelled,
discharged or has expired.
(b) Trade and other payables
Trade payables are initially recorded at fair value
and subsequently recorded at amortised cost using
the effective interest rate method.
1.12 Inventories
Inventories are stated at the lower of cost and net
realisable value. Cost includes costs incurred in bringing
inventories to their present location and condition. The
cost of work-in-progress and finished goods includes an
appropriate proportion of production overheads.
Finished goods also include operating equipment not
yet sited.
Raw materials and consumables are valued on a first-in
first-out basis or on an average cost basis where average
cost is not significantly different to first-in first-out due
to the fast turnaround of consumables. The Group uses
standard costs to value inventory and these standard
costs are regularly updated to reflect current prices.
Inventories are stated net of provisions for slow moving
and obsolete inventory based on expected future usage.
MEGroup plc Annual Report 2024
131
1 Material accounting policies continued
1.13 Cash and cash equivalents
Cash and cash equivalents are carried in the statements
of financial position at amortised cost. Bank overdrafts
are included within borrowings in current liabilities in the
statements of financial position. For the purposes of the
statements of cash flows, cash and cash equivalents
comprises cash on hand, restricted and unrestricted
deposits held at banks and other highly liquid
investments with an original maturity of three months or
less, less bank overdrafts.
The Group operates a zero balancing cash pooling
arrangement, which physically sweeps cash from
subsidiary bank accounts to central clearing bank
accounts on a daily basis. Any overdrawn balances in
subsidiaries are not offset against positive balances.
1 Material accounting policies continued
1.14 Share capital and reserves
Share capital
Ordinary shares of the Company are classified as equity.
Where the Company acquires its own equity share capital
(treasury shares), the consideration paid, including any
directly attributable incremental costs (net of tax relief),
is deducted from equity attributable to the Company’s
equity shareholders until the shares are either cancelled
or subsequently reissued. The amount is shown in equity
as treasury shares.
Where treasury shares are subsequently reissued, any
consideration received, net of any directly attributable
incremental transaction costs and the related income
tax effects, is included in equity attributable to the
Company’s equity holders.
Where treasury shares are subsequently cancelled, share
capital is reduced by the nominal value of the shares
cancelled, with a corresponding credit entry made to the
capital redemption reserve. The consideration originally
paid to acquire the shares is recognized as a reduction in
retained earnings.
Share premium
Any excess received for shares issued over their nominal
value is recorded in the share premium account.
Capital redemption reserve
The capital redemption reserve is a statutory, non-
distributable reserve into which amounts are transferred
following the purchase and cancellation of the
Company’s own shares.
Translation reserve
The foreign currency translation reserve is used to record
exchange differences arising from the translation of
the financial statements of foreign subsidiaries and
associates. In accordance with the options allowed
under IFRS 1, only exchange rate differences arising on
translation after the date of transition, 1 May 2004, are
shown in this reserve.
Other reserves
Share options reserve
Used to accrue the grant date fair value of options issued,
in accordance with IFRS 2.
Other reserve accounts arising in subsidiaries
Generally not distributable and arise as a result of local
legislation regarding capital maintenance.
1.15 Employee benefits
Pension obligations
Group companies have various pension schemes in
accordance with local conditions and practices in the
countries in which they operate. The Group operates both
defined benefit and defined contribution schemes.
The Company operates a defined benefit pension
scheme, which is closed to new entrants, with
contributions made by employees and the Company with
defined benefits being based upon the employee’s length
of service and final pensionable salary. The Company
also operates a defined contribution pension scheme.
Defined benefit schemes
Details of the pension schemes are included in note 24.
The net obligation for the Group’s defined benefit
pension schemes is calculated for each scheme
separately by estimating the future benefit that
employees have earned in the current and prior periods,
discounting that amount and deducting the fair value
amount of plan assets. The calculation is performed by
independent actuaries using the projected unit credit
actuarial method. If this calculation results in a potential
asset for the Group, this asset is only recognised to the
present value of the economic benefits available in
the form of a refund of contributions paid to the fund
or reductions in future contributions. In calculating the
present value of any economic benefit consideration is
given to any minimum funding requirements.
Re-measurement of the net liability, which comprises
actuarial gains and losses, the return on plan assets
(excluding interest) and the effects of any asset ceiling,
are recognised in other comprehensive income. The
Group determines the net interest expense (income) on
the net liability (asset) for the period by applying the
discount rate used to measure the defined benefit
obligation at the beginning of the period to the then net
defined liability (asset), taking into account changes in the
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
132
period as a result of contributions and pension benefits
paid. Other expenses are charged to profit and loss.
When plan benefits are changed or the plan curtailed,
the resulting change in benefit that relates to past service
or the gain or loss on curtailment is recognised in profit
and loss. Gains and losses on settlement of any plan are
recognised when settlement occurs.
Defined contribution schemes
Contributions to defined contribution schemes are
expensed as incurred.
Other post-employment benefits
In addition to the pension schemes noted above,
contracts of employment in certain Group companies
require provision to be made for employee retirements.
These provisions are based on local circumstances, length
of service and salaries of the employees concerned. They
are included in post-employment benefit obligations and
shown in note 24 as other retirement provisions.
Share-based payments
The cost of equity-settled transactions with employees
is measured by reference to the fair value at the date of
grant, determined using the Black-Scholes model. The
fair value is expensed on a straight-line basis over the
vesting period, based on management’s estimate of the
number of shares that will eventually vest. The Group
does not have options with market conditions.
On exercise of the option the proceeds received are
allocated to share capital (nominal value of shares) and
share premium.
The grant by the Parent Company of options over
its ordinary shares to the employees of subsidiary
undertakings in the Group is treated as a capital
contribution. The fair value of the employee services
received, measured by reference to the grant date fair
value, is recognised over the investing period as an
increase to the investment in subsidiary undertakings
with a corresponding credit to other reserves in equity.
Details of share-based payments are included in note 22.
Termination benefits
Termination benefits are recognised in the income
statement in the period when the Group is demonstrably
committed to the termination of employment or to
provide termination benefits as a result of an offer made
to encourage voluntary redundancy.
Short-term employee benefits
The Group recognises a liability and an expense for
short-term employee benefits (such as holiday pay,
bonuses and profit sharing) where these obligations
contractually arise (for example, as a result of
employment contracts) or where a constructive
obligation has arisen from past practice.
1.16 Dividend distributions
Final dividends to the Company’s shareholders are
recognised as a liability and deducted from shareholders’
equity in the period in which the dividends are approved
by shareholders. Interim dividends are recognised as a
liability when paid.
1.17 Non-current assets classified as held
for sale
The Group classifies a non-current asset (or disposal
group) as held for sale if its carrying amount will be
recovered principally through a sale transaction rather
than through continuing use.
Non-current assets transferred to held for sale are
recognised at the lower of their carrying amount and
fair value less costs to sell and presented separately on
the Statement of Financial Position. Non-current assets
classified as held for sale are not depreciated.
1.18 Guarantees issued by parent company
The parent company of the Group’s has issued
guarantees over certain bank loan liabilities of
subsidiary companies in France and Japan. Under
these guarantees, the Company would be liable for the
subsidiaries’ loan liabilities in the event of a default. The
outstanding balance of guaranteed loan liabilities at
31 October 2024 was £12,054,000.
The Company is required to recognise expected credit
losses provisions (ECL) based on unbiased forward-
looking information in relation to these guarantee
contracts. The ECL is measured using two main
components: probability of default and loss given default.
Management have assessed the probability of default
and considered the following factors: the Group operates
a cash pooling arrangement, which ensures that all
subsidiaries have access to sufficient cash to meet their
obligations as they fall due; at the reporting date the
Group holds cash of £86,147,000, which exceeds the
balance of guaranteed loans; and cash forecasts indicate
that the Group will continue to hold sufficient cash to
cover the guaranteed loans for the next three years.
The loss given default value would be the outstanding
value of the guaranteed loan liabilities.
Given the facts set out above, management determined
that no ECL provision is required.
MEGroup plc Annual Report 2024
133
2 New standards, amendments and
interpretations
New accounting standards
Adopted by the Group
The Group has adopted the following new standards
and amendments for the first time in these financial
statements with no material impact:
▪ Definition of Accounting Estimates – Amendments to
IAS 8
▪ Disclosure of Accounting Policies (Amendments to
IAS 1 and IFRS Practice Statement 2)
▪ Deferred Tax Related to Assets and Liabilities Arising
from a Single Transaction – Amendments to IAS 12
▪ Amendments to IAS 12 – International Tax Reform –
Pillar Two Model Rules
▪ IFRS 17 Insurance Contracts (issued May 2017) and
Amendments to IFRS 17 Insurance Contracts (Issued
June 2020)
▪ Amendments to IFRS 17 Insurance Contracts: Initial
Application of IFRS 17 and IFRS 9 – Comparative
Information (Issued December 2021)
2 New standards, amendments and interpretations continued
Not yet adopted by the Group
Certain new accounting standards and interpretations have been published which are endorsed in the UK that are
not mandatory for the current period and have not been early adopted by the Group. These new standards and
interpretations, which are not expected to have a material effect on the Group, are set out below.
Date required to be
Description adopted by the Group
Lease Liability in a Sale and Leaseback – Amendments to IFRS 16
1 January 2024
Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – 1 January 2024
Amendments to IAS 1
Disclosure of Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
1 January 2024
Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
1 January 2025
3 Key judgements, critical accounting
estimates and other accounting estimates
The following are the critical judgements, apart from
those involving estimations (which are dealt with
separately below), that the Directors have made in the
process of applying the Group’s accounting policies and
that have the most significant effect on the amounts
recognised in the financial statements.
1) Development costs – notes 1.7 and 12.
Judgement is required to determine whether
development expenditure meets the criteria for
capitalization as an intangible asset, in accordance
with IAS 38. Specifically, management must
determine that it is probable that future economic
benefits that are attributable to the asset will flow
to the Group, and that the cost of the asset can be
reliably measured. Management assesses whether
an asset under development will be a commercial
success, and therefore generate economic benefit,
through the use of discounted cashflow analysis.
This judgement has been applied consistently year
to year.
2) Application of IFRS16 to site agreements –
note 1.9
The Group operates vending units which are
deployed under a fee-paying agreement with
the site owner. These agreements vary widely in
their terms and conditions. Due to the high volume
of such agreements, the accounting impact is
material to the Group. Management assesses,
on agreement-by-agreement basis, whether the
criteria for recognition as a lease under IFRS 16 has
been met. While the standard sets out the definition
of a lease, judgement is required in assessing the
degree to which those criteria are met, particularly
with regard to the presence of an identified asset
with no substitution rights. This judgement has been
applied consistently year to year.
The following are areas of estimation uncertainty:
Critical estimates:
1) Goodwill and other intangible assets – notes 1.7,
1.10 and 12.
Impairment
The recoverable amount of cash generating units
(CGUs) has been determined by management
on a value-in-use basis. These calculations
require estimates by management, including
management’s expectations of future growth in
revenue, costs and profit margins, cash flows and
discount rates.
The carrying value of goodwill and intangible assets
at the period end were £11,006,000 and £14,362,000
respectively.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
134
For both goodwill and intangible assets, value in
use was determined by discounting the future cash
flows of the CGU. Cash flows include a forecast
period of five years, based on actual operating
results, budgets and economic market research
with a terminal value based on a long-term
growth rate applied thereafter. The Growth rate
assumption for all CGUs was 1% (2023: 1%).
WACC discount rates were calculated for each
territory and ranged between 11.4% and 14.3%
(2023: 11.0%-14.1%).
Further details of impairment testing, including
assumptions and sensitivities, are disclosed in
note 12.
Goodwill impairments are not reversed or adjusted.
Purchase price allocation (PPA)
In accordance with IFRS, purchase price allocation
is completed within one year of the acquisition date.
Resulting adjustments to prior year balances are
shown as an opening balance remeasurement in
the current year.
2) Useful lives of property, plant and equipment
(UEL) – notes 1.8 and 13.
Useful lives (UEL)
Management make estimates of the useful life
of property, plant and equipment as disclosed
in note 1.8. Photobooths and vending machines
are the most material category of property, plant
and equipment to the Group (carrying value of
£107,920,000). UELs for photobooths and vending
machines are determined through analysis of the
historic cash generation lifecycle of the vending
estate. Technological developments and regulatory
changes can impact on the UELs of the vending
estate. Management consider these factors in
assessing the UELs of the assets.
The key inputs in determining asset UELs are
actual historic and expected forward-looking cash
generation lifecycle data. If the average period
of cash generation for photobooths and vending
machines increased by one year, causing a one year
increase in UELs, the annual depreciation charge
would reduce by £3,654,000. If the average period
of cash generation for photobooths and vending
machines decreased by one year, causing a one
year decrease in UELs, the annual depreciation
charge would increase by £5,038,000.
3) Valuation of pension obligations – note 1.15 and 24
The Group operates pension and other retirement
and post-employment schemes including
both funded defined benefit schemes, and
defined contribution schemes. The schemes’
assets and liabilities are valued annually by
third party actuaries, in accordance with IAS19.
Pension valuations are subject to estimation
and uncertainty due to the complex nature of
actuarial assumptions. Management reviews the
appropriateness of the actuaries’ assumptions each
year as part of the valuation process.
The carrying value of the Group’s pension and
retirement obligations at the period end was
£4,402,000.
Other estimates
1) Impairment of property, plant and equipment
– notes 1.8, 1.10 and 13.
Significant impairment charges were made against
property, plant and equipment in the year ended
31 October 2020. The Covid 19 pandemic had
impacted the trading and outlook of the Group,
indicating reduced value in use of the vending
estate and therefore impairment. In the subsequent
years the Group continued to subject these assets
to annual impairment tests. Previously recognised
impairment losses were reversed where testing
indicated increased value in use.
At 31 October 2024 management considers that
the original indicator of impairment, caused by the
Covid 19 pandemic, no longer exists. This conclusion
is supported by increased cash generation of the
assets since 2020.
A key input to the determination of value in use
is the revenue generated by each machine. This
metric has increased significantly post-Covid, as
the Group’s trading performance has recovered.
Accordingly, management have increased their
estimate of the future revenue generation of all
machines. This increases the service potential of
the assets, increasing value in use, and therefore
recoverable amount, above the carrying value
(excluding impairment). Consequently, all remaining
impairments were reversed in the current year, with
care taken to ensure that the closing net book value
did not exceed what it would have been had the
original impairment never occurred.
Impairments to property, plant and equipment
with a total value of £1,668,000 were reversed in
the year.
Further details are disclosed in note 13.
The carrying value of property, plant and
equipment at the period end was £136,332,000.
MEGroup plc Annual Report 2024
135
3 Key judgements, critical accounting estimates and other accounting estimates continued
2) Determination of discount rates for lease accounting – notes 1.9 and 13
To calculate the value of right of use assets and lease liabilities recognised in the Statement of Financial Position,
management must determine an appropriate discount rate to apply to the cashflows of each lease agreement.
Discount rates are subject to uncertainty and estimation as they are based on numerous external inputs
and assumptions.
Management determines discount rates using the Group’s external cost of borrowing adjusted for timing of
borrowing, lease term, country and currency impacts. Management obtained expert external advice on the
determination of appropriate discount rates for the year ended 31 October 2024. The discount rates used range
between 0.26% and 4.46%.
The key input in determining the discount rates is the Group’s external cost of borrowing. A 10% increase in the
Group’s external cost of borrowing would result in a discount rate range of 0.39% to 4.58%.
4 Segmental analysis
IFRS 8 requires operating segments to be identified based on information presented to the Chief Operating Decision
Maker (CODM) in order to allocate resources to the segments and monitor performance. For ME Group the Board
is considered to be the CODM. The Group reports its segments on a geographical basis: Continental Europe, United
Kingdom & Ireland and Asia Pacific.
Individual operating companies are aggregated into the three geographic segments. The Board believe that the similar
economic characteristics of the operating companies, together with the fact that they are similar in terms of operations,
use common systems and the nature of the regulatory environment allow them to be aggregated into geographic
reporting segments.
The key segmental performance indicators considered by the CODM are revenue and operating profit.
Segmental results are reported before intra-group transfer pricing charges.
The following tables provide analysis of performance by geographic segment:
United
Continental Kingdom Asia
Europe & Ireland Pacific Corporate Total
31 October 2024 £’000 £’000 £’000 £’000 £’000
Photo.ME
111,646
19,288
42,296
–
173,230
Wash.ME
64,084
27,207
166
–
91,457
Print.ME
10,657
116
85
–
10,858
Other Vending (including Feed.ME)
1,889
1,587
6,426
–
9,902
Total Vending Revenue
188,276
48,198
48,973
–
285,447
Sales of equipment, spare parts, consumables
17,406
841
378
–
18,625
Sales of services
3,305
150
360
–
3,815
Total Revenue
208,987
49,188
49,711
–
307,886
EBITDA
94,490
19,205
10,979
(10,450)
114,224
Depreciation and amortisation
(27,000)
(6,482)
(5,327)
(392)
(39,201)
(Impairment)/reversal of impairment
585
312
(1,530)
-
(633)
Operating profit/(loss)
68,075
13,035
4,122
(10,842)
74,390
Operating profit
74,390
Non operating income - net
982
Finance income
670
Finance costs
(2,621)
Profit before tax
73,421
Tax
(19,331)
Profit for the period
54,090
Capital expenditure (excluding Right of Use assets)
38,582
12,764
2,487
781
54,614
Non-current assets
108,727
32,265
23,667
1,511
166,170
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
136
United
Continental Kingdom Asia
Europe & Ireland Pacific Corporate Total
(restated) (restated) (restated) (restated) (restated)
31 October 2023 £’000 £’000 £’000 £’000 £’000
Photo.ME
114,297
21,624
36,573
–
172,494
Wash.ME
53,454
23,539
251
–
77,244
Print.ME
11,147
122
65
–
11,334
Other Vending (including Feed.ME)
2,179
1,757
6,653
–
10,589
Total Vending Revenue
181,077
47,042
43,542
–
271,661
Sales of equipment, spare parts, consumables
20,441
966
386
–
21,793
Sales of services
3,639
165
404
–
4,208
Total Revenue
205,157
48,173
44,332
–
297,662
EBITDA
90,109
18,545
9,475
(11,490)
106,639
Depreciation and amortisation
(26,079)
(6,785)
(5,126)
(355)
(38,345)
(Impairment)/reversal of impairment
(1,395)
639
(37)
–
(793)
Operating profit/(loss)
62,635
12,399
4,312
(11,844)
67,502
Operating profit
67,502
Non operating income - net
701
Finance income
1,401
Finance costs
(2,537)
Profit before tax
67,067
Tax
(16,401)
Profit for the period
50,666
Capital expenditure (excluding Right of Use assets)
37,494
7,380
8,846
733
54,453
Non-current assets
107,994
26,508
28,134
1,124
163,760
The comparative figures for total vending revenue, sales of equipment, spare parts, consumables and sales of services
have been reclassified from those reported in the prior year financial statements. This is to reflect a change in the
method of allocating VAT to gross revenues. This reclassification brings the comparatives in line with the method
applied to current year figures.
The Parent Company is domiciled in the UK.
There were no major customers, defined as a single customer contributing at least 10% of the Group’s revenue, in the
period ended 31 October 2024 (2023: none).
MEGroup plc Annual Report 2024
137
5 Operating profit
Costs and overhead items charged/(credited) in arriving at operating profit for the period, include the following:
Cost of sales
31 October 31 October
2024 2023
£’000 £’000
Depreciation of owned assets (note13)
27,348
27,196
Depreciation of right of use assets (note13)
5,584
6,036
Amortisation of previously capitalised research and development expenditure (note 12)
2,168
1,259
Amortisation of intangible assets other than research and development (note 12)
1,921
3,017
Impairment of previously capitalised research and development expenditure (note 12)
771
–
Reversal of impairment of property, plant and equipment (note 13)
(919)
(1,352)
Total depreciation, amortisation and impairment
36,873
36,156
Commissions
72,517
67,766
Consumables, spare parts and site costs
20,501
19,049
Employment costs (note7)
40,873
43,446
Non capitalised research and development costs (excluding employment costs)
183
185
Property costs
1,051
2,343
Transportation freight costs
4,768
5,932
Short term and low value lease rentals
2,224
1,989
Cost of inventories recognised as an expense
9,689
9,476
Provisions charged against obsolete inventory
401
572
Foreign exchange loss/(gain)
1,767
(195)
Loss on disposal of property, plant and equipment
250
468
Other cost of sales
7,297
7,226
Cost of Sales
198,394
194,413
Other operating income
31 October 31 October
2024 2023
£’000 £’000
Rental income
124
79
Other non-trading income
85
115
Other Operating Income
209
194
Administrative expenses
31 October 31 October
2024 2023
£’000 £’000
Employment costs (note7)
21,819
20,619
Depreciation of owned assets (note13)
1,144
601
Amortisation of intangible assets other than research and development (note 12)
1,036
235
Impairment of intangible assets other than research and development (note12)
516
1,445
Impairment of goodwill (note 12)
1,014
701
Reversal of impairment of property, plant and equipment (note13)
(749)
–
Foreign exchange (gain)/loss
(305)
959
Legal, audit and professional fees
3,438
4,147
Travel and entertaining costs
1,092
1,146
Other administrative costs
6,612
5,498
Administrative Expenses
35,617
35,351
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
138
Audit and non-audit services
The following fees for audit and non-audit services were paid or are payable to the Group’s auditor, Forvis-Mazars
(2023: Forvis-Mazars) and its associates.
31 October 31 October
2024 2023
£’000 £’000
Fees for the audit of the company and the group – Forvis Mazars
420
317
Fees for the audit of the company and the group – Forvis Mazars (overrun in prior year)
40
80
Fees for the audit of the subsidiaries – other Forvis Mazars
141
120
Fees for audit related services (interim review) – Forvis Mazars
55
50
Non audit related services – Forvis Mazars
–
–
Fees for the audit of the subsidiaries – Other firms
–
50
656
617
In order to maintain the independence of the external auditors, the Board has determined policies as to what non-audit
services can be provided by the Group’s external auditors and the approval processes related thereto. This function is
performed by the Audit Committee. Such services will only be approved if there are clear efficiencies and added value
benefits to the Group.
In addition to the audit fees payable to the Group’s auditor and its associates, certain Group subsidiaries are audited by
other firms.
6 Non-operating income – net
Non-operating income – net comprises transactions relating to financial instruments held at FVTPL, acquisition and
disposal of subsidiaries and disposal of property. They have been disclosed separately in order to improve a reader’s
understanding of the financial statements and are not disclosed within operating profit as they are non-trading
in nature.
31 October 31 October
2024 2023
£’000 £’000
(Loss)/gain on disposal of subsidiary
(339)
57
Gain on disposal of property
378
–
Gain on bargain purchase
1,120
–
Fair value (loss)/gain on financial instrument held at FVTPL
(334)
586
Other gain
157
58
Non-operating income – net
982
701
Period ended 31 October 2024
The Group made a loss on disposal of £339,000 from the disposal of its French subsidiary Sempa SAS in May 2024.
The Group generated a gain of £378,000 from the partial disposal of an office building, previously held as non-current
assets classified as held for sale. See note 14 for details.
The Group recognised a gain on bargain purchase of £1,120,000 in the relation to the Fujifilm acquisition. See note 31
for details.
Period ended 31 October 2023
The Group generated a profit on disposal of £57,000 from the disposal of its Korean subsidiary Photo-Me Korea
Company Limited.
MEGroup plc Annual Report 2024
139
7 Employees
Employment costs
31 October 31 October
2024 2023
£’000 £’000
Wages and salaries
44,389
45,723
Social security costs
9,269
10,178
Share options granted to directors and employees
795
345
Post-employment benefit costs
– defined benefit schemes
359
417
– defined contribution schemes
783
201
55,595
56,864
Number of employees
The average number of employees during the period (including executive directors) comprised:
31 October 31 October
2024 2023
Full – time
968
1053
Part – time
151
140
1,119
1,193
UK : Full – time
154
154
UK : Part – time
3
3
Continental Europe : Full – time
651
730
Continental Europe : Part – time
40
29
Asia and rest of the world : Full – time
163
169
Asia and rest of the world : Part – time
108
108
1,119
1,193
Employees by category
As at As at
31 October 31 October
2024 2023
Senior managers in the Group (excluding directors of ME Group)
18
21
Employees– Sales
108
136
Employees-Administration
181
194
Employees-Operating
812
842
Total
1,119
1,193
The cost of sales employees and operating employees are recognised in the income statement in Cost of Sales. The
cost of administration employees is recognised in the income statement in Administrative Expenses. The cost of senior
managers is recognised in the income statement in either Cost of Sales or Administrative Expenses, dependent on the
function they perform.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
140
8 Finance income and costs
31 October 31 October
2024 2023
£’000 £’000
Finance income
Interest income
670
1,401
670
1,401
Finance costs
Bank loans and overdrafts at amortised cost
(1,037)
(1,168)
Interest on lease liabilities
(1,575)
(1,251)
Other finance costs
(9)
(119)
(2,621)
(2,537)
Interest income, interest cost on bank loans and overdrafts and interest on lease liabilities are all recognised on an
effective interest rate basis.
Interest income is earned on short term deposits. Group earned interest on deposits at rates between 2.90% and 4.75%
in the year (2023: 2.90% to 2.93%).
9 Taxation expense
Tax charges/(credits) in the statement of comprehensive income
31 October 31 October
2024 2023
£’000 £’000
Taxation
Current taxation
UK Corporation tax
– current period
10,081
9,833
– prior periods
(156)
(1,068)
9,925
8,765
Overseas taxation
– current period
7,702
6,916
– prior periods
125
(212)
7,827
6,704
Total current taxation
17,752
15,469
Deferred taxation
Origination and reversal of temporary differences
– current period – UK
2,239
677
– current period – overseas
(803)
(663)
Adjustments in respect of prior periods – UK
143
843
Impact of change in rate
–
75
Total deferred tax
1,579
932
Tax charge in the income statement
19,331
16,401
Tax relating to items (credited)/charged to other components of comprehensive income
Corporation tax
–
–
Deferred tax
(118)
(48)
Tax charge in other comprehensive income
(118)
(48)
Total tax charge in the statement of comprehensive income
19,213
16,353
MEGroup plc Annual Report 2024
141
9 Taxation expense continued
Reconciliation of total tax charge
The difference between the Group tax charge and the standard UK corporation tax rate of 25% (2023: 22.5%) is
explained below:
31 October 31 October
2024 2023
£’000 £’000
Profit before tax
73,421
67,067
Tax using the weighted average UK corporation tax rate of 25% (2023: 22,5%)
18,355
15,090
Effect of:
– non-taxable items
(349)
449
– overseas tax rates
975
580
– remeasurement of deferred tax for changes in tax rates
–
75
– non-deductible expenses
197
8
– adjustments to tax in respect of prior periods
112
(436)
– foreign exchange movements
–
–
– other adjustments
41
635
Total tax charge
19,331
16,401
Effective tax rate
26.3%
24.5%
The Group tax charge of £19.3m (2023: £16.4m) corresponds to an effective tax rate of 26.3% (2023: 24.5%).
The UK Corporation Tax rate increased from 19% to 25% with effect from 1 April 2023. The weighted average UK
Corporation Tax rate for the prior year ended 31 October 2023 was 22.5%.
The Group undertakes business in multiple tax jurisdictions.
10 Dividends paid and proposed
31 October 31 October
2024 2023
£’000 £’000
Declared and paid during the year
Final dividend for 2023: 4.42p (2022: 3.00p)
16,640
11,345
Interim dividend for 2023: 2.97p (2022:2.60p)
11,202
9,829
Special dividend for 2023: Nil (2022: 0.60p)
–
2,269
27,842
23,443
Declared but paid after the year end
Interim dividend for 2024: 3.45p (2023: 2.97p)
12,998
11,202
12,998
11,202
Proposed for approval by shareholders at the AGM
(Not recognised as a liability at 31 October)
Final dividend for 2024: 4.45p (2023: 4.42p)
16,751
16,640
16,751
16,640
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
142
Declared and paid during the year
The Board proposed a final dividend of 4.42p per ordinary share in respect of the year ended 31 October 2023, which
was approved by shareholders at the Annual General Meeting held on 26 April 2024 and paid on 23 May 2024.
The Board approved an interim dividend of 2.97p per ordinary share for the six month period ended 30 April 2023, at its
11 July 2023 meeting. The interim dividend was paid on 23 November 2023.
Declared but paid after the year end
The Board approved an interim dividend of 3.45p per ordinary share for the six month period ended 30 April 2024, at its
12 July 2024 meeting. The interim dividend was paid on 29 November 2024.
Proposed for approval by shareholders at the AGM
The Board proposed a final dividend of 4 . 45p per ordinary share in respect of the year ended 31 October 2024.
Subject to approval by shareholders at the Annual General Meeting on 25 April 2025, the final dividend will be paid on
23 May 2025.
11 Earnings per share
Basic earnings per share amounts are calculated by dividing net earnings attributable to shareholders of the Parent
Company of £54,090,000 (2023: £50,666,000) by the weighted average number of shares in issue during the period.
Diluted earnings per share amounts are calculated by dividing the net earnings attributable to shareholders of the
Parent Company by the weighted average number of shares outstanding during the period plus the weighted average
number of shares that would be issued on conversion of all the dilutive potential shares into shares. The Group has only
one category of dilutive potential shares being share options granted to senior staff, including directors, as detailed in
note 22.
The earnings and weighted average number of shares used in the calculation are set out in the table below:
31 October 2024
31 October 2023
Weighted Weighted
average average
number Earnings number Earnings
Earnings of shares per share Earnings of shares per share
£’000 ‘000 pence £’000 ‘000 pence
Basic earnings per share
54,090
376,605
14.36
50,666
378,110
13.40
Effect of dilutive share options
–
2,566
(0.09)
–
2,490
(0.09)
Diluted earnings per share
54,090
379,171
14.27
50,666
380,600
13.31
MEGroup plc Annual Report 2024
143
12 Goodwill and other intangible assets
Goodwill
£’000
Cost:
At 1 November 2022
16,935
Exchange differences
3
Additions
3,268
At 31 October 2023
20,206
IFRS remeasurement
(2,999)
At 1 November 2023 (restated)
17,207
Exchange differences
(540)
Disposals
(3,357)
At 31 October 2024
13,310
Impairment charges:
At 1 November 2022
615
Exchange differences
2
Impairment charge in the period
701
At 31 October 2023
1,318
At 1 November 2023
1,318
Exchange differences
(28)
Impairment charge in the period
1,014
At 31 October 2024
2,304
Net book value:
At 1 November 2022
16,320
At 1 November 2023 (restated)
15,889
At 31 October 2024
11,006
The amount of impairment losses is recognised in Administrative costs.
IFRS remeasurements
IFRS remeasurements represent the finalisation of purchase price allocation on acquisitions.
In the period the purchase price allocation was completed for the Fujifilm acquisition. Customer related intangible
assets with a total value of £4,181,000 were identified and transferred from goodwill to intangible assets. The
acquisition generated a gain on bargain purchase of £1,120,000, which has been recognised in non-operating income
in the Group’s Income Statement. Further details of the purchase price allocation and gain on bargain purchase are
provided in note 31.
Disposals
In the period the Group disposed of its French subsidiary Sempa SARL.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
144
Goodwill by segments
The table below shows the allocation of goodwill acquired through business combinations between segments.
Goodwill has been allocated for impairment testing purposes to seven (2023: eight) cash-generating units (CGUs).
31 October
31 October 2023
2024 (Restated)
£’000 £’000
Carrying amount
UK & Ireland
CGU 1 – ME Group Ireland Supplies Limited
154
154
CGU 2 – Photo-Me Northern Ireland
14
14
Total UK & Ireland
168
168
Continental Europe
CGU 1 – ME Group France SAS
300
312
CGU 2 – ME Group Germany GmbH
1,926
2,005
CGU 3 – Sempa SARL
–
3,423
CGU 4 – Dreamakers
888
925
Total Continental Europe
3,114
6,665
Asia
CGU 1 – ME Group Japan* (restated for IFRS remeasurement)
7,724
8,017
CGU 2 – Now Retail Group
–
1,039
Total Asia
7,724
9,056
Total
11,006
15,889
* Asia CGU 1 includes goodwill from the acquisition of Photo Plaza Co Ltd, which was merged into ME Group Japan on 15th March 2021.
Goodwill impairment assessment
The Group tests annually, for impairment, or more frequently if there are indications that goodwill might be impaired.
The recoverable amount of all CGUs has been determined on a value in use basis.
Value in use was determined by discounting the future cash flows of the CGU. Cash flows include a forecast period of
five years, based on actual operating results, budgets and economic market research with a terminal value based on a
long-term growth rate applied thereafter.
As a result of the impairment tests, the goodwill relating to the Now Retail Group CGU was fully impaired (£1,014,000).
This is due to a reduction in forecast cash generation. The impairment charge was recognised in the income statement
line “Administrative expenses”.
In the year ended 31 October 2023, the goodwill relating to the pizza vending division (formerly SGER) was fully impaired
(£701,000). This is due to a reduction in forecast cash generation.
MEGroup plc Annual Report 2024
145
12 Goodwill and other intangible assets continued
Key assumptions for impairment tests of goodwill and other intangible assets
Growth rate 1% (2023: 1%)
The Growth rate assumption for all Group CGUs was 1%. The growth rate has been determined based on a conservative
basis for expected annual growth in EBITDA for each CGU and takes into account revenue, volumes, selling prices
and operating costs. It is based on past experience and expected future developments in markets, operations and
economic conditions.
Discount rate 11.4%-14.3% (2023: 11.0%-14.1%)
The post-tax discount rates applied to the cash flow forecasts for the CGUs are derived from the pre-tax weighted
average cost of capital for the Group adjusted for country specific risks, local risk free borrowing rates and local tax
rates for the specific country concerned. The changes in discount rate assumptions from the prior year reflect the
change in economic conditions, in each territory, over the period.
The rates used are: United Kingdom 14.3%, (2023: 14.1%), Ireland 12.5% (2023: 13.0%), France 12.8% (2023: 12.8%),
Germany 11.4% (2023: 11.6%), Japan 11.4% (2023: 11.0%) and Australia 13.6% (2023: 13.5%). The Board is confident, overall,
that these discount rates reflect the circumstances in each region and are in accordance with IAS 36.
Sensitivity to key assumptions
As at the measurement date, the recoverable amount of all CGUs, based on their value in use, is significantly higher
than the carrying amount relevant for the impairment test. Management considers that a reasonably pessimistic
revision of key assumptions which can rationally be expected would still result in the recoverable amount of the CGUs
exceeding their carrying amount. The headroom of recoverable amount over carrying value for each CGU range
between £3,337,000 and £481,815,000 (2023: £921,000 to £504,083,000).
Discount rate
A 1% increase in the discount rate assumption for each territory would not generate any additional impairments.
Aggregate headroom across all CGUs would be reduced by £64,196,000 (2023: £66,110,000). For the CGU with the
lowest headroom, the 1% increase in discount rate would reduce headroom by a further £544,000 (2023: £332,000).
Growth rate
A 1% decrease in the growth rate assumption for each territory would not generate any additional impairments.
Aggregate headroom across all CGUs would be reduced by £39,626,000 (2023: £45,769,000). For the CGU with the
lowest headroom, the 1% decrease in growth rate would reduce headroom by a further £333,000 (2023: £224,000).
Future growth in revenue, costs and profit margins
CGUs were subjected to an impairment test under a worst case scenario, with decreased revenue and increased costs.
The details of the sensitivity assumptions used are disclosed in the going concern section of the accounting policies
(note 1.1 Basis of preparation).
In this worst case scenario, no additional CGUs were impaired. However, headroom across the remaining unimpaired
CGUs would be reduced by £134,443,000 (2023: two further CGUs would be impaired: Asia CGU 1 £1,331,000 and Asia
CGU 2 £243,000. Headroom across the remaining unimpaired CGUs would be reduced by £263,703,000).
For the CGU with the lowest headroom, using the worst case scenario would reduce headroom by a further £761,000
(2023: £334,000).
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
146
Other intangible assets
Capitalised
development Customer Droit
costs Software Brands related Patents au Bail Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost:
At 1 November 2022
11,822
3,855
1,280
20,362
1,500
3,553
42,372
Exchange differences
(95)
(17)
11
(274)
27
52
(296)
Additions
2,337
437
–
–
–
39
2,813
Additions work in progress
985
–
–
–
–
–
985
Additions new subsidiary
–
49
–
–
–
–
49
Transferred to property, plant and
equipment (note 13)
–
–
–
(120)
–
(24)
(144)
Disposals
–
(163)
–
(6)
–
(37)
(206)
At 31 October 2023
15,049
4,161
1,291
19,962
1,527
3,583
45,573
IFRS remeasurement
–
–
–
4,181
–
–
4,181
At 1 November 2023 (restated)
15,049
4,161
1,291
24,143
1,527
3,583
49,754
Exchange differences
(483)
(172)
(51)
(780)
(73)
(126)
(1,685)
Additions
918
661
–
4
1
6
1,590
Additions work in progress
921
–
–
–
–
–
921
Transfers
(59)
(186)
–
168
42
35
–
Disposal of subsidiary
–
–
–
(10,874)
–
–
(10,874)
Disposals
(123)
(146)
–
(848)
(2)
(41)
(1,160)
At 31 October 2024
16,223
4,318
1,240
11,813
1,495
3,457
38,546
Amortisation:
At 1 November 2022
6,864
2,465
190
8,791
411
3,433
22,154
Exchange differences
(105)
4
6
(88)
13
50
(120)
Provided during the period
930
473
190
2,673
174
–
4,440
Impairment charge
–
–
577
57
811
–
1,445
Transferred to property, plant and
equipment (note 13)
–
–
–
(23)
–
–
(23)
Disposals
–
(104)
–
(4)
–
(37)
(145)
At 31 October 2023
7,689
2,838
963
11,406
1,409
3,446
27,751
IFRS remeasurement
–
–
–
40
–
–
40
At 1 November 2023
7,689
2,838
963
11,446
1,409
3,446
27,791
Exchange differences
(247)
(128)
(39)
(466)
(67)
(135)
(1,082)
Provided during the period
2,168
646
59
2,211
–
–
5,084
Impairment charge
771
–
–
516
–
–
1,287
Transfers
(57)
(74)
–
116
–
15
–
Disposal of subsidiary
–
–
–
(7,774)
–
–
(7,774)
Disposals
(123)
(146)
–
(810)
(2)
(41)
(1,122)
At 31 October 2024
10,201
3,136
983
5,239
1,340
3,285
24,184
Net book value:
At 1 November 2022
4,958
1,390
1,090
11,571
1,089
120
20,218
At 1 November 2023 (restated)
7,360
1,323
328
12,696
118
137
21,962
At 31 October 2024
6,022
1,182
257
6,574
155
172
14,362
MEGroup plc Annual Report 2024
147
12 Goodwill and other intangible assets continued
Capitalised research and development expenditure is amortised over a maximum of four years, with no residual value.
The remaining amortisation periods for material categories of other intangible assets are:
▪ Capitalised development costs – between two and four years
▪ Customer related – between three and nine years
Impairment charges
Current year
An impairment charge of £771,000 was recognised against the capitalised development costs relating to the Group’s
pizza vending machines. With the Group’s food division performing below expectations, the pizza development costs
are no longer expected to generate economic benefit, so the carrying amount has been fully impaired. The impairment
charge was recognised in the income statement line “Cost of sales”. The impairment charge was made against an asset
in the Continental Europe operating segment.
An impairment charge of £516,000 was recognised against customer related intangible assets. The impairment charge
was recognised in the income statement line “Administrative expenses”.
The entire impairment charge relates to the Now Retail Group CGU and is due to a reduction in forecast cash
generation. The impairment charge was made against an asset in the Asia Pacific operating segment. The recoverable
amount of the impaired asset is nil, determined by value in use. The discount rate used in determining the value in use
was 13.6%.
Prior year
In the year ended 31 October 2023, impairment charges were recognised in the year against the following categories of
intangibles assets: brands (£577,000); customer related (£57,000); and patents (£811,000).
All impairments charges were made against the intangible assets of KIS SAS and related to the pizza vending division
(formerly SGER) CGU. The impairment charges were made against assets in the Continental Europe operating
segment. The impairment charges were recognised in the line “Administrative expenses”. Impairment charges were due
to a reduction in forecast cash generation of the pizza vending division. The recoverable amount of the impaired assets
was nil, determined by value in use. The discount rate used in determining the value in use was 12.8%.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
148
13 Property, plant and equipment
Plant,
machinery, Right of
furniture, Use Plant,
Photobooth fixtures Right of machinery, Right of
Land & & vending & motor Use Land furniture, Use Motor
Buildings machines vehicles & Buildings fixtures vehicles Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
Cost:
At 31 October 2022
15,303
276,924
30,165
5,009
14,486
6,462
348,349
Correction of error - reclassification
20,291
(1,427)
(18,864)
-
-
-
-
At 1 November 2022 (restated)
35,594
275,497
11,301
5,009
14,486
6,462
348,349
Exchange difference
232
(891)
86
123
352
157
59
Additions
2,678
39,109
4,055
639
421
2,456
49,358
Additions - new subsidiary
-
1,496
-
-
-
-
1,496
Transfer from intangible assets
-
16
128
-
-
-
144
Transfers
15
481
(496)
-
-
-
-
Disposals
(985)
(17,133)
(2,511)
-
(2,419)
(1,348)
(24,396)
At 31 October 2023
37,534
298,575
12,563
5,771
12,840
7,727
375,010
Exchange difference
(1,117)
(12,277)
(747)
(207)
(461)
(277)
(15,087)
Additions
2,154
45,878
4,071
1,337
334
2,566
56,340
Transfers
(124)
(74)
198
214
(176)
(38)
-
Disposal of subsidiary
(23)
-
(312)
-
-
-
(335)
Disposals
(596)
(13,421)
(1,178)
(769)
(2,444)
(1,147)
(19,556)
At 31 October 2024
37,828
318,681
14,595
6,346
10,092
8,831
396,373
Depreciation:
At 31 October 2022
6,994
205,301
23,498
2,158
6,880
2,428
247,259
Correction of error - reclassification
13,843
(1,408)
(12,435)
-
-
-
-
At 1 November 2022 (restated)
20,837
203,893
11,063
2,158
6,880
2,428
247,259
Exchange difference
137
(1,268)
94
88
281
99
(569)
Provided during the period
1,811
24,542
1,491
1,454
2,384
2,207
33,889
Impairments/(reversal of impairments)
(649)
(304)
(400)
-
-
-
(1,353)
Transfer from intangible assets
-
1
22
-
-
-
23
Disposals
(700)
(16,356)
(1,540)
-
(2,419)
(1,348)
(22,363)
At 31 October 2023
21,436
210,508
10,730
3,700
7,126
3,386
256,886
Exchange difference
(754)
(9,299)
(582)
(154)
(283)
(158)
(11,230)
Provided during the period
3,025
23,235
2,232
1,233
1,770
2,581
34,077
Reversal of impairments
(57)
(1,434)
(177)
-
-
-
(1,668)
Transfers
(39)
(74)
113
258
(293)
35
-
Disposal of subsidiary
(16)
-
(201)
-
-
-
(217)
Disposals
(284)
(12,175)
(988)
(769)
(2,444)
(1,147)
(17,807)
At 31 October 2024
23,311
210,761
11,127
4,269
5,876
4,697
260,041
Net book value:
At 31 October 2022 (restated)
14,757
71,604
238
2,851
7,606
4,034
101,090
At 31 October 2023 (restated)
16,098
88,067
1,832
2,071
5,714
4,341
118,124
At 31 October 2024
14,517
107,920
3,467
2,077
4,216
4,134
136,332
The balances of cost and depreciation for land and buildings, photobooth and vending machines and plant,
machinery, furniture, fixtures & motor vehicles as at 31 October 2022 and 31 October 2023 have been restated to correct
classification errors in the prior year property, plant and equipment note.
The impact on cost balances at 31 October 2022 was: land and buildings increase of £20,291,000; photobooth and
vending machines reduction of £1,427,000; and plant, machinery, furniture, fixtures & motor vehicles reduction of
£18,864,000. The impact on cost balances at 31 October 2023 was: land and buildings increase of £22,002,000;
photobooth and vending machines reduction of £1,218,000; and plant, machinery, furniture, fixtures & motor vehicles
reduction of £20,784,000.
MEGroup plc Annual Report 2024
149
13 Property, plant and equipment continued
The impact on depreciation balances at 31 October 2022 was: land and buildings increase of £13,843,000; photobooth
and vending machines reduction of £1,408,000; and plant, machinery, furniture, fixtures & motor vehicles reduction of
£12,435,000.The impact on depreciation balances at 31 October 2023 was: land and buildings increase of £14,201,000;
photobooth and vending machines reduction of £1,202,000; and plant, machinery, furniture, fixtures & motor vehicles
reduction of £12,999,000.
These reclassifications have no impact on the total opening cost or depreciation balances of property, plant and
equipment. Accordingly, this restatement had no impact on the group’s statement of financial position, statement of
cash flows, total assets, total Shareholders’ funds, statement of comprehensive income and earnings per share for the
current or prior year.
Property, plant and equipment Impairment assessment
Significant impairment charges were made against property, plant and equipment in the year ended 31 October 2020.
The Covid 19 pandemic had impacted the trading and outlook of the Group, indicating reduced value in use of the
vending estate and therefore impairment. In the subsequent years the Group continued to subject these assets to
annual impairment tests, with the impairment value reduced where testing indicated increased value in use.
At 31 October 2024 management considers that the original indicator of impairment, caused by the Covid 19 pandemic,
no longer exists. This conclusion is supported by increased cash generation of the assets since 2020.
A key input to the determination of value in use is the revenue generated by each machine. This metric has increased
significantly post-Covid, as the Group’s trading performance has recovered. Accordingly, management have
increased their estimate of the future revenue generation of all machines. This increases the service potential of the
assets, increasing value in use, and therefore recoverable amount, above the carrying value (excluding impairment).
Consequently, all remaining impairments were reversed in the current year, with care taken to ensure that the closing
net book value did not exceed what it would have been had the original impairment never occurred.
Impairments to property, plant and equipment with a total value of £1,668,000 were reversed in the year.
Reversals of impairment to photobooths and vending machines were recognised in the following operating
segments: Continental Europe (£1,172,000) and United Kingdom (£262,000).
Reversals of impairment to plant, machinery, furniture, fixtures and motor vehicles were recognised in the following
operating segments: Continental Europe (£184,000) and United Kingdom (£50,000).
Prior year
In the year ended 31 October 2023 an impairment charge to land and buildings of £6,000 was recognised in the United
Kingdom operating segment. This relates to the impairment of vending machines whereby the site that the machine is
located is impaired as well as the equipment. The impairment was due to a reduction in forecast cash generation of the
vending machine.
14 Non-current assets classified as held for sale
Property
£’000
Net Book Value
At 1 November 2022
-
Transferred from investment property
585
At 31 October 2023
585
Correction of error – reclassification
4,362
At 1 November 2023 (restated)
4,947
Exchange differences
(196)
Disposal
(1,882)
At 31 October 2024
2,869
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
150
The opening balance of property held for sale at 1 November 2023 has been restated by £4,362,000 to correct an error
in the prior year financial statements. The adjustment represents the value of capital additions to the asset held for sale
which had previously been reported in prepayments under trade and other receivables. A corresponding adjustment
has been made to reduce the balance of prepayments by the same value (note 17).
The restatement is reflected in the group statement of financial position at 31 October 2023 as an increase in
non-current assets classified as held for sale and a decrease in trade and other receivables. The group statement of
cashflows for the year ended 31 October 2023 has been restated by increasing cash generated from operations by
£4,362,000 (movement in trade and other receivables) and increasing net cash utilised in investing activities by the
same amount (capital expenditure on non-current assets classified as held for sale). This restatement had no impact on
the group’s total assets, total Shareholders’ funds, statement of comprehensive income and earnings per share for the
current or prior year. The impact on the consolidated statement of financial position at 1 November 2022
was immaterial.
The non-current asset classified as held for sale is an office building and associated land, located in Grenoble, France.
The Group previously earned rental income from the office building but now intends to dispose of the property.
The Group has entered an agreement with a buyer to dispose of the property in two tranches. The sale of tranche one
was completed on 31 October 2024. The sale of tranche two is expected to complete in the first half of the year ended
31 October 2025.
The disposal recognized in the year represents the cost attributable to the sale of tranche one. The Group made a gain
of £378,000 on the disposal of tranche one, which has been recognised in non-operating income - net.
The non-current asset classified as held for sale is included in the Continental Europe operating segment.
15 Investments in associates
In the current and prior year, the Group held investments in only one associate, Photomaton Maroc. This associate
company is incorporated in Morocco and its registered address is 131 Bd D’Anfares Azur Sidi Belyout, Casablanca.
£’000
Cost:
At 1 November 2022
20
Exchange differences
1
Share of profit
14
At 31 October 2023
35
Exchange differences
(2)
Share of profit
3
At 31 October 2024
36
The Group’s share of post-tax profits from associates is recognized within operating profit in the group statement
of comprehensive income. This policy is employed as the Group’s only associate investment, Photomaton Maroc, is
engaged in the same principal activity as the Group, so the investment is deemed to be part of the Group’s operating
activities.
Share of
Assets Liabilities Revenue Profit Dividends Interest
Name £’000 £’000 £’000 £’000 received %
At 31 October 2023
141
106
–
14
–
50
141
106
–
14
–
50
At 31 October 2024
159
123
–
3
–
50
159
123
–
3
–
50
MEGroup plc Annual Report 2024
151
16 Financial instruments
Group Treasury
The Group has a centralised treasury function. The primary aim of this function is to manage liquidity and funding
arrangements and the Group’s exposure to associated financial and market risks, including liquidy risk, credit risk,
interest rate risk and foreign currency risk. The general approach for Group Treasury is one of risk reduction within a
framework of delivering total shareholder return.
Treasury operations
Overview and policy
Treasury policy is set by the Board. Group Treasury activities are subject to a set of controls appropriate for the
magnitude of the borrowing, investments and group-wide exposures. To date the treasury function has limited itself
to obtaining surplus cash from subsidiaries and depositing this in bank accounts owned by the Group’s to maximise
returns on cash. The Board has defined an investment strategy, which dictates the types of products to which the
surplus cash may be invested and the financial limits for such investments.
The Board monitors the performance of the Treasury function and is responsible for making changes to the personnel
and limits of authority of Treasury personnel.
The Board has provided written principles for overall risk management of the Treasury function. It has also defined
policies and procedures covering such areas as foreign exchange risk, interest rate risk, credit risk, the use of derivative
instruments and investment of excess liquidity (surplus funds above the immediate and short–term operational funding
needs, such as working capital requirements). The key objectives for Group Treasury are to protect the principal value
of cash and cash equivalents, to concentrate cash at the centre to minimise external borrowings, and to maximise the
return on cash.
16(A) Fair values of financial instruments by class
Generally, there is no material difference between the fair values and the carrying values of financial assets and
financial liabilities held in the Group’s statement of financial position. However, given the sharp increase in market
interest rates since the Group last financed its fixed rate debt, the fair value of the groups loans liabilities could differ
from its carrying value. The estimated fair value of the Groups fixed rate debt at the reporting date is £48,083,000,
which is £138,000 higher than its carrying value.
Financial instruments held at fair value – Level 1
The Group holds an investment in Max Sight Group Holdings Ltd, which is a listed company. This investment is valued
at level 1. The Group owns 109,972,500 Max Sight Group Holdings Ltd’s shares valued at 0,058 HKD per share as at
31 October 2024, giving a value at that date of £637,000.
This financial instrument is valued at the reporting date by reference to quoted market prices.
Financial instruments held at fair value – Level 2
There are no material Level 2 investments held by the Group.
Financial instruments held at fair value – Level 3
The Group holds 125 B shares in Energy Observer Developments SAS, a privately held company, following the
conversion of 100,000 convertible bonds to equity on 14 November 2023. This investment is valued at level 3 as its
value is linked to the equity value of Energy Observer Developments SAS, which is not observable market data. At
31 October 2024 the investment is valued at £982,000.
The 400,000 convertible bonds that were not converted to equity matured on 27 October 2024, with payment due
within 120 days of maturity. The total cash due, including accrued interest, of £3,740,000 was presented in other
receivables in the Group’s statement of financial position at 31 October 2024.
The investment in shares was valued at the reporting date by reference to the latest equity valuation of the issuing
company. The equity valuation used was based on a fund raising by the issuing company. This, in effect, gave an
external, arms-length valuation as new investors were purchasing equity based on their valuation of the company. This
fund raising information is the key unobservable input to the valuation calculation.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
152
Sensitivity to key unobservable inputs
Equity valuation
A 20% decrease in the equity value of Energy Observer Developments SAS would result in a decrease in valuation of
£196,000.
Movement in level 3 financial instruments value
The following table presents the changes in level 3 financial instruments for the years ended 31 October 2023 and
31 October 2024.
Convertible Unlisted
Bond Equities Total
£’000 £’000 £’000
Fair value at 1 November 2022
4,450
–
4,450
Foreign exchange movement recognised in other comprehensive income
65
–
65
Fair value gain recognised in non-operating income – net
226
–
226
Fair value at 31 October 2023
4,741
–
4,741
Foreign exchange movement recognised in other comprehensive income
(150)
(41)
(191)
Conversion of bonds to shares
(1,023)
1,023
–
Fair value gain recognised in non-operating income – net
172
–
172
Bonds matured (transferred to receivables)
(3,740)
–
(3,740)
Fair value at 31 October 2024
–
982
982
No assets or liabilities were transferred between levels 1,2 and 3 in the year.
Financial instruments by category
The tables below show financial instruments by category for the Group.
Fair Value
Amortised Through
Cost Profit & Loss Total
At 31 October 2024 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
–
1,619
1,619
Financial assets – held at amortised cost:
Trade and other receivables
18,240
–
18,240
Cash and cash equivalents
86,147
–
86,147
104,387
1,619
106,006
Other financial
liabilities at
amortised cost Total
£’000 £’000
Liabilities per statement of financial position
Borrowings
47,945
47,945
Leases
11,819
11,819
Trade and other payables
56,843
56,843
116,607
116,607
MEGroup plc Annual Report 2024
153
16(A) Fair values of financial instruments by class continued
Fair Value
Amortised Through
Cost Profit & Loss Total
At 31 October 2023 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
–
5,886
5,886
Financial assets – held at amortised cost:
Trade and other receivables
11,286
–
11,286
Cash and cash equivalents
111,091
–
111,091
122,377
5,886
128,263
Other financial
liabilities at
amortised cost Total
£’000 £’000
Liabilities per statement of financial position
Borrowings
77,174
77,174
Leases
13,336
13,336
Trade and other payables
57,921
57,921
148,431
148,431
16(B) Financial risk management
Financial risk factors and financial risk management
Overview
The Group is exposed to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its
contractual obligations. It mainly arises on trade and other receivables and bank balances.
Liquidity risk arises from the Group having insufficient cash resources to meet its obligations as and when they fall due
for payment. A material and sustained shortfall in the Group’s cash flow could undermine the Group’s credit rating,
impair major investor confidence and restrict the ability of the Group to raise new funds.
Market risk arises from changes in market prices, such as exchange rates, interest rates and equity prices that will
impact on the Group’s statement of comprehensive income or the value of its holding of financial instruments.
Listed below are details of these risks, the Group’s objectives, policies and processes for measuring and monitoring risks
and the Group’s management of capital.
Risk Management Framework
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential risks for the Group.
There is a continuous process for identifying, evaluating and managing the key financial risks faced by the Group in line
with changing market conditions and the Group’s strategy. If necessary, the Group’s internal audit function may assist
in monitoring and assessing the effectiveness of controls and procedures. The Board retains responsibility for ensuring
the adequacy of systems for identifying and assessing significant risks, that appropriate control systems and other
mitigating actions are in place and that residual exposures are consistent with the Group’s strategy and objectives.
Assessments are conducted for all material entities.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
154
The Group may use derivatives to manage exchange or interest rate risk. Approval for their use is given by the Board
and the position is monitored constantly.
With regard to management of interest rate risk, the objectives are to lessen the impact of adverse interest rate
movements on earnings and shareholders’ funds and to ensure no breach of covenants. This is mainly achieved by
reviewing the mix of fixed and floating rate borrowings.
The Group’s liquidity risk management involves maintaining sufficient cash and cash equivalents and the availability of
funding through an adequate amount of committed credit facilities.
(i) Credit risk
The Group has no significant concentrations of credit risk. Credit risk arises from cash and cash equivalents and deposits
with banks and financial institutions, and on outstanding trade and other receivables. Cash deposits are limited to high
credit quality financial institutions. The Group has policies in place to ensure that sales of products and services are
made to customers with an approved credit history.
Credit quality of financial assets
Cash and cash equivalents
Individual Group companies have banking relationships with leading banks in the country in which the Group company
operates. Surplus cash is placed with Group Treasury bank accounts, as described above. The Group has procedures in
place to ensure that cash is placed with sound financial institutions.
Accounts receivable
The Group trades with a large number of customers, ranging from quoted companies and state organisations to
individual traders. Individual Group companies have credit control procedures in place before making sales to new
customers and levels of credit are reviewed in light of trading experience. The normal terms of settlement are in the
range 30–90 days. Trade receivables are normally interest free. The collection of outstanding receivables is monitored
at both the Group and subsidiary level.
Under the Group’s operating model, most revenue is collected at the point of sale. Where credit terms are offered, the
Group has a strong record of debtor recovery.
The maximum credit risk for financial assets is the carrying value.
Expected credit losses (ECL)
The Group makes allowances for ECL against trade receivables and contract assets, by applying the simplified
ECL model.
Due to the low volume of receivables accounts, the Group’s approach is to assess on an account-by-account basis,
rather than organising accounts into groupings. ECL are determined for each receivables account, by reference to the
customer’s past payment performance and latest information on the customer.
Where the Group has open work in progress or where technical issues are preventing the proper operation of the
vending unit in question, these factors are taken into consideration when determining the ECL.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery. Indicators
that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a
repayment plan with the group, and a failure to make contractual payments for a period of greater than 120 days
past due.
ECL allowances against trade receivables and contract assets are presented as net impairment losses within operating
profit. Subsequent recoveries of amounts previously written off are credited against the same line item.
The Group does not require collateral in respect of trade and other receivables. The Group does not have trade
receivable and contract assets for which no loss allowance is recognised because of collateral.
MEGroup plc Annual Report 2024
155
16(B) Financial risk management continued
The ageing of net current trade receivables is as follows:
31 October 2024
31 October 2023
Allowance Allowance
Gross trade for expected Trade Gross trade for expected Trade
receivables credit losses receivables receivables credit losses receivables
£’000 £’000 £’000 £’000 £’000 £’000
Current
3,709
–
3,709
3,847
–
3,847
Past due
– overdue 1-30 days
–
–
–
–
–
–
– overdue 31-60 days
407
–
407
289
–
289
– overdue 61 days
2,865
(882)
1,983
2,378
(1,326)
1,052
Total past due
3,272
(882)
2,390
2,667
(1,326)
1,341
Total trade receivables
6,981
(882)
6,099
6,514
(1,326)
5,188
The credit quality of trade receivables that are neither past due nor impaired is assessed on an individual basis, based
on credit ratings and experience. Management believes an adequate allowance for expected credit losses has been
made for trade receivables.
Other receivables
Other receivables usually consist one-off non-trading items. As these balances are low in volume, management
assesses their recoverability on an item-by-item basis, making provisions for expected non-recovery as necessary.
(ii) Liquidity risk
The Group’s liquidity risk management involves maintaining sufficient cash and cash equivalents and the availability of
funding through an adequate amount of committed credit facilities. Trading forecasts indicate that the current facilities
provide more than sufficient liquidity headroom to support the business for the foreseeable future. The Group’s strong
cash generation and net cash position at 31 October 2024 and 31 October 2023 mitigates its liquidity risk. The Group
largely finances its working capital and capital expenditure programmes from its own resources.
During the current period and prior period surplus cash held by the operating subsidiaries, over and above balances
required for working capital management was transferred to Group Treasury. These funds were deposited in interest
bearing, centrally managed, bank accounts.
The Group has undrawn facilities totalling 2 million euros and having regard to the Group’s cash flow, it is considered
that the facilities provide adequate headroom for the Group’s needs. The facilities are generally reaffirmed by the
banks annually. These undrawn facilities, if used, will be subject to floating rates of interest and may be subject to the
normal covenant conditions attached to such borrowings.
Some of the Group’s loans are subject to covenants and, during the years to 31 October 2024 and 31 October 2023, the
Group has comfortably complied with such requirements. The nature of the covenants are ratio of EBITDA to debt, ratio
of debt to equity, ratio of net interest to EBITDA, free cashflow and profit requirements.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
156
The table below summarises the maturity profile of the Group’s financial liabilities (including trade and other payables)
at 31 October 2024 and 31 October 2023 based on contractual undiscounted payments.
Group contractual cashflows
Within Over
one year Year 2 Year 3 Year 4 Year 5 5 years Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 October 2024
Interest bearing loans and borrowings
19,796
16,910
10,342
711
472
428
48,659
Leases
5,195
3,340
1,918
1,281
588
986
13,308
Trade and other payables
56,843
–
–
–
–
–
56,843
81,834
20,250
12,260
1,992
1,060
1,414
118,810
At 30 October 2023
Interest bearing loans and borrowings
27,676
20,663
17,655
10,819
771
976
78,560
Leases
6,243
4,061
2,376
1,462
1,026
1,331
16,499
Trade and other payables
57,921
–
–
–
–
–
57,921
91,840
24,724
20,031
12,281
1,797
2,307
152,980
Financial instruments held at amortised cost
These largely comprise of restricted bank deposit accounts where the cash acts as security against possible shortfalls in
Group’s UK pension fund obligation.
(iii) Market risk
Foreign exchange risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in a currency other than the
local functional currency. In addition, the Group faces currency risks arising from monetary financial instruments held in
non-functional currencies. The income statement reflects the impact of realised and unrealised exchange differences
on trading items and monetary financial instruments (note 5).
The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation
risk. The main currency translation risk relates to foreign operations whose functional currency is the Euro, Swiss Franc
or Japanese Yen. The investments are not hedged. The translation reserve reflects the exchange differences arising on
translation of the opening net assets and results of the foreign operation (note 21).
Operational foreign exchange exposure
Where possible, the Group tries to invoice in the local currency of the respective entity. If this is not possible, to mitigate
exposure, the Group endeavours to buy from suppliers and sell to customers in the same currency. The exposure relating
to receivables and payables denominated in the non-functional currency is normally less than 3 months as this is the
normal settlement period for these items.
Subject to the requirements of Group Treasury, where possible, the Group tries to hold the majority of its cash and cash
equivalent balances in the local currency of the respective entity.
Monetary assets and liabilities
The Group continues to monitor exchange rates and buy or sell currencies in order to minimise the open exposure to
foreign exchange risk.
The Group may use derivative financial instruments mainly to reduce the risk of foreign exchange exposure on trading
items (sales or purchases in currencies other than the domestic currency of the company concerned) and interest rate
movements. The Group does not hold or issue derivative financial instruments for financial trading purposes.
Borrowings
At 31 October 2024 and 31 October 2023 the majority of the Group’s borrowings were denominated in Euros and held by
subsidiaries whose functional currency is the Euro.
MEGroup plc Annual Report 2024
157
16(B) Financial risk management continued
Analysis of monetary assets and liabilities by currency
Swiss Japanese Other
Sterling Euro Franc Yen Currencies Total
At 31 October 2024 £’000 £’000 £’000 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
637
982
–
–
–
1,619
Trade and other receivables
3,063
12,972
56
1,430
718
18,239
Cash and cash equivalents
6,805
62,233
4,640
11,264
1,205
86,147
10,505
76,187
4,696
12,694
1,923
106,005
Liabilities per statement of financial position
Borrowings and Leases
1,160
52,157
242
6,205
–
59,764
Trade and other payables
6,915
43,225
2,067
3,952
684
56,843
8,075
95,382
2,309
10,157
684
116,607
Swiss Japanese Other
Sterling Euro Franc Yen Currencies Total
At 31 October 2023 £’000 £’000 £’000 £’000 £’000 £’000
Assets per statement of financial position
Financial instruments held at FVTPL
1,145
4,741
–
–
–
5,886
Trade and other receivables
1,406
6,968
173
2,210
529
11,286
Cash and cash equivalents
17,769
77,828
6,198
8,200
1,096
111,091
20,320
89,537
6,371
10,410
1,625
128,263
Liabilities per statement of financial position
Borrowings and Leases
1,635
80,351
296
8,194
34
90,510
Trade and other payables
8,426
42,437
2,415
3,995
648
57,921
10,061
122,788
2,711
12,189
682
148,431
IFRS 7 sensitivity analysis
Sensitivity analysis has been performed on the Group’s Euro foreign exchange risk, as its most material foreign currency.
A 10% strengthening of Euro against Sterling, at the Statement of Financial Position date, would have caused a
£1,253,000 decrease in the Group’s net assets at that date (2023: £2,906,000 decrease in net assets). A 10% weakening
of Euro against Sterling would have had the equal and opposite effect on the Group’s net assets.
Interest rate risk
2024 2023
Carrying Carrying
amount amount
£’000 £’000
Net cash
Mainly non-interest bearing current accounts:
Cash at bank and in hand
72,669
70,669
Deposit accounts – generally interest bearing:
Bank deposit accounts
13,478
40,422
Other items
Interest bearing loans
(47,945)
(77,174)
38,202
33,917
The above table shows which components of net debt are subject to interest. The Group has no exposure to floating
rate interest bearing debt and a change in interest rates will not have a material change on interest expense.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
158
IFRS 7 sensitivity analysis
All of the Group’s debt is subject to fixed rates of interest, so interest payable charges would not be materially impacted
by a change in interest rates. Consequently, no sensitivity tables have been presented.
Details of the Group’s borrowings are shown in the table below. All loans are subject to fixed rates of interest. A
theoretical increase of 1% in the fixed rate of interest would result in an extra £479,000 (31 October 2023: £772,000) of
interest expense. This sensitivity is purely illustrative as the Groups debt is not subject to an interest rate risk.
Terms and debt repayment schedule
The table below shows the maturity profile and interest rates of the Groups borrowings at 31 October 2024 and
31 October 2023.
2024 2023
Carrying Carrying
Interest Year of amount amount
Group
Status
Currency
Rate maturity £’000 £’000
Loans
Fixed rate
Euro
0,28% – 1,57%
2025 – 2027
42,957
69,975
Loans
Fixed rate
Japanese Yen
0,54% – 1,15%
2028 – 2030
4,986
7,199
Lease liabilities
Fixed rate
Various
0,3% – 18.6%
2024 – 2033
11,820
13,336
59,763
90,510
Price risk
The Group is exposed to changes in prices on raw materials, consumables and finished goods purchased from suppliers.
Wherever possible, price rises are passed on to customers via sales price increases to help manage this risk.
The Group’s investments in listed and unlisted equity securities are not material thus the Group does not have any
significant exposure to price risk on these equity investments.
16(C) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
and to enhance long-term shareholder value, by investing in the business so as to improve the return on investment (by
increasing profits available for dividends) and by managing the capital gearing ratio (mixture of equity and debt).
The Group manages, and makes adjustments to, its capital structure in light of the prevailing risks and economic
conditions affecting its business activities. This may involve adjusting the rate of dividends, purchasing the Company’s
own shares, the issue of new shares and reviewing the level and type of debt. The Group manages its borrowings by
appraising the mix of fixed and floating rate borrowings and the mix of long-term and short-term borrowings. Details of
how the Group and subsidiaries are funded are shown below. There were no changes to the Group’s approach to capital
management during the period.
Group
The Group is funded by share capital and retained earnings; supplemented by external borrowing as required. The
Group has had a strong net cash position throughout the current and comparative period.
Subsidiary companies
Subsidiary companies are funded by share capital and retained earnings, and where applicable local borrowings by the
subsidiaries in appropriate currencies.
MEGroup plc Annual Report 2024
159
16(C) Capital risk management continued
The capital structure of the Group is presented below.
31 October 31 October
2024 2023
£’000 £’000
Cash and cash equivalents
86,147
111,091
Borrowings
(47,945)
(77,174)
Net cash
38,202
33,917
Equity
179,871
158,988
The Group has various borrowings and available facilities that contain certain external capital requirements (covenants)
that are considered normal for these types of arrangements. The Group remains comfortably within all such covenants.
17 Trade and other receivables
31 October
31 October 2023
2024 (restated)
£’000 £’000
Non-current assets
Other receivables
2,814
3,005
2,814
3,005
Current assets
Gross trade receivables
6,981
6,514
Allowance for expected credit losses
(882)
(1,326)
Trade receivables
6,099
5,188
Other receivables
9,327
3,093
Prepayments
3,866
3,980
19,292
12,261
All trade receivables arise from contracts with customers.
Non-current other receivables includes restricted deposits in relation to the Group’s pension schemes.
Current other receivables at 31 October 2024 include £3.7m due from the maturity of convertible bonds (2023: nil).
See note 16 for further details.
18 Inventories
31 October 31 October
2024 2023
£’000 £’000
Raw materials and consumables
25,794
25,484
Finished goods
12,271
7,017
38,065
32,501
The replacement value of inventories is not materially different from that stated above.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
160
19 Cash and cash equivalents
31 October 31 October
2024 2023
£’000 £’000
Cash at bank and in hand
72,668
70,669
Deposit accounts
13,479
40,422
Cash and cash equivalents per statement of financial position
86,147
111,091
Deposit accounts have an original maturity term of less than three months. The amounts placed in short-term deposit
accounts depend on the immediate cash requirements of the Group. Interest was earned on deposits at rates between
2.90% and 4.75% in the year (2023: 2.90% to 2.93%). Cash at bank is generally interest free but may earn interest at the
applicable daily bank floating deposit rate.
20 Net cash
31 October 31 October
2024 2023
Notes £’000 £’000
Cash and cash equivalents per statement of financial position
19
86,147
111,091
Non-current borrowings
23
(28,547)
(50,137)
Current borrowings
23
(19,398)
(27,037)
Net Cash
38,202
33,917
Net cash is a non-GAAP measure since it is not defined in accordance with IFRS but is a key indicator used by
management in assessing operational performance and financial position strength. The inclusion of items in net cash
as defined by the Group may not be comparable with other companies’ measurement of net cash/debt. The Group
defines net cash as cash and cash equivalents less current and non-current borrowings outstanding, excluding lease
liabilities of £11,819,000 (2023: £13,336,000).
Reconciliation of movement in liabilities arising from financing activities
Non cash movements
Cash movements
Exchange New lease Other Repayment
1 November differences liabilities movements of liabilities New loans 31 October
£’000 £’000 £’000 £’000 £’000 £’000 £’000
31 October 2024
Non-current loans
50,137
(2,194)
–
(18,245)
(1,151)
–
28,547
Non-current lease liabilities
8,310
(409)
3,260
(4,061)
310
–
7,410
Non-current liabilities arising from
financing activities
58,447
(2,603)
3,260
(22,306)
(841)
–
35,957
Current loans
27,037
(1,138)
–
18,245
(25,898)
1,152
19,398
Current lease liabilities
5,026
(88)
1,653
4,061
(6,243)
–
4,409
Current liabilities arising from
financing activities
32,063
(1,226)
1,653
22,306
(32,141)
1,152
23,807
Total liabilities arising from
financing activities
90,510
(3,829)
4,913
–
(32,982)
1,152
59,764
31 October 2023
Non-current loans
72,365
778
–
(25,243)
(744)
2,981
50,137
Non-current lease liabilities
10,064
157
657
(2,568)
–
–
8,310
Non-current liabilities arising from
financing activities
82,429
935
657
(27,811)
(744)
2,981
58,447
Current loans
29,799
375
–
25,243
(30,216)
1,836
27,037
Current lease liabilities
5,858
(4)
2,462
2,568
(5,858)
–
5,026
Current liabilities arising from
financing activities
35,657
371
2,462
27,811
(36,074)
1,836
32,063
Total liabilities arising from
financing activities
118,086
1,306
3,119
–
(36,818)
4,817
90,510
MEGroup plc Annual Report 2024
161
21 Share capital and reserves
Share Capital
31 October 31 October 31 October 31 October
2024 2023 2024 2023
Number Number £’000 £’000
Allotted, issued and fully paid:
Ordinary shares of 0.5p each
At the beginning of the period
378,454,879
378,051,637
1,891
1,889
Issued in year – share options exercised
677,500
403,242
3
2
Cancellation of shares held in treasury
(2,368,626)
–
(12)
–
At the end of the period
376,763,753
378,454,879
1,882
1,891
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Reserves
Treasury shares
Proportion of
Number of Cost* ordinary issued
Shares £’000 share capital
Shares held in treasury at 1 November 2022
–
–
–
Purchase of own shares
1,260,534
1,969
–
Shares held in treasury at 31 October 2023
1,260,534
1,969
0.33%
Purchase of own shares
1,108,092
1,425
–
Cancellation of shares held in treasury
(2,368,626)
(3,394)
–
Shares held in treasury at 31 October 2024
–
–
0.00%
* Purchase cost including transaction costs
At the Annual General Meeting on 18 August 2023, a shareholders’ resolution was passed permitting the Company to
purchase its own shares up to a maximum of 10% of the Ordinary shares in issue.
In the year ended 31 October 2024 the Company purchased, on various dates and at various prices, 1,108,092 shares
at a combined cost of £1,425,000 including £6,000 transaction costs, bringing the total number of shares purchased
since the resolution to 2,368,626 at a combined cost of £3,394,000. The shares were purchased at an average price of
133.17 pence per ordinary share.
On 12 July 2024 the Board of the Company passed a resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p
each held in treasury. The cancellation took place on the same date. The cancellation is reflected in the statement of
financial position as a reduction in share capital and retained earnings.
The treasury shares had no voting or dividend rights.
Share premium
Share premium reserve is the cumulative value of the excess received for shares above their nominal value.
Capital redemption reserve
The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following
the purchase and cancellation of the Company’s own shares.
Other reserves
Includes the share-based payment reserve on equity settled schemes. The share-based payment reserve is generally
distributable.
The other reserve accounts included within this category mainly arise in subsidiaries, are generally not distributable, and
arise as a result of local legislation regarding capital maintenance.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
162
Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the
financial statements of foreign subsidiaries and associates. In accordance with the options allowed under IFRS 1, only
exchange rate differences arising on translation after the date of transition, 1 May 2004, are shown in this reserve. When
an overseas subsidiary or associate is disposed, the cumulative exchange difference relating to the entity disposed is
recycled through the statement of comprehensive income as part of the profit or loss on sale in other net gains/(losses)
and is shown as a movement in other comprehensive income.
22 Share-based payments
Share options, which have been granted to senior staff, including directors, to purchase Ordinary shares of 0.5p each,
are as follows:
Granted Lapsed or Exercised Date from Last date
Date options At 31 October Exercise during forfeited during
At 31 October
which on which
granted 2023 price year during year
year
2024
exercisable exercisable
27-Aug-19
594,752
101.40p
–
–
–
594,752
27-Aug-22
26-Aug-26
19-Apr-21
925,000
61.40p
–
(40,000)
(625,000)
260,000
19-Apr-24
19-Apr-28
05-Aug-21
1,799,774
77.50p
–
(143,000)
(37,500)
1,619,274
05-Aug-24
05-Aug-28
12-May-22
1,750,000
68.73p
–
(212,500)
(7,500)
1,530,000
12-May-25
12-May-29
04-Apr-23
1,939,947
126.70p
–
(50,000)
–
1,889,947
04-Apr-26
03-Apr-30
19-Jul-23
357,500
163.10p
–
–
(7,500)
350,000
19-Jul-26
19-Jul-30
22-Aug-24
–
192.33p
1,115,000
–
–
1,115,000
22-Aug-27
22-Aug-34
23-Sep-24
–
192.33p
90,000
–
–
90,000
23-Sep-27
22-Sep-34
7,366,973
1,205,000
(445,500)
(677,500)
7,448,973
All options can be exercised, in normal circumstances, within a period of between four and seven years from the exercise
of option date, providing that the performance criterion or performance condition has been achieved. The subscription
price for all options is based upon the average market price on the three days prior to the date of grant. Options are
restricted, or may lapse, if the grantee leaves the employment of the Group before the first exercise date.
All options are equity settled options.
Options granted after 2005 are covered by the new Me Group Executive Share Option Scheme. The vesting of options
is subject to an EPS-based performance condition relating to the extent to which the Group’s basic EPS for the third
financial year, following the date of grant, reaches a sliding scale of challenging EPS targets.
Options are normally granted over shares worth up to 150% of a participant’s salary each year. In exceptional cases as
part of the terms of attracting senior management, options in excess of that number may be granted.
The weighted average exercise price of all options outstanding at 31 October 2024 is 112.213p (2023: 88.83p) and the
weighted average exercise price of options exercisable at 31 October 2024 is 81.55p (2023: 101.40p).
The weighted average share price for options exercised during the period ended 31 October 2024 was 173.82p
(31 October 2023: 154.43p).
The weighted average remaining years for options outstanding at the period-end date is 6.3 years (2023: 5.2 years).
MEGroup plc Annual Report 2024
163
22 Share-based payments continued
Share-based payments expense
In accordance with IFRS 2 Share-based Payments, share options granted to senior management including directors
after November 2002 have been fair-valued and the Group has used the Black-Scholes option pricing model. This
model takes into account the terms and conditions under which the options were granted.
The following table lists the inputs to the model used for the years ended 31 October 2024 and 31 October 2023:
4 October 5 October 19 April
Date of grant 2019 2020 2021
Vesting period
3 years
3 years
3 years
Share price volatility
32.59%
31.64%
51.40%
Share price on date of grant
92.80p
42.30p
63.20p
Option price
93.30p
93.30p
61.40p
Expected term
3.25 years
3.25 years
3.25 years
Dividend yield
3.98%
0.00%
0.00%
Risk free interest rate
0.00%
0.00%
0.17%
Fair value
41.99p
22.97p
34.89p
5 August 5 October 12 May
Date of grant 2021 2021 2022
Vesting period
3 years
3 years
3 years
Share price volatility
77.50%
49.48%
49.91%
Share price on date of grant
77.50p
65.50p
65.20p
Option price
77.50p
61.10p
68.73p
Expected term
3.25 years
3.25 years
3.25 years
Dividend yield
0.00%
0.00%
4.43%
Risk free interest rate
0.15%
0.56%
1.24%
Fair value
28.18p
24.47p
25.17p
4 April 19 July 22 August
Date of grant 2023 2023 2024
Vesting period
3 years
3 years
3 years
Share price volatility
52.91%
40.51%
35.96%
Share price on date of grant
127.40p
159.00p
191.80p
Option price
126.70p
163.10p
192.33p
Expected term
3.25 years
3.25 years
3.25 years
Dividend yield
4.40%
4.14%
4.10%
Risk free interest rate
3.35%
4.53%
3.84%
Fair value
59.25p
60.26p
62.93p
23 September
Date of grant 2024
Vesting period
3 years
Share price volatility
35.74%
Share price on date of grant
190.20p
Option price
192.33p
Expected term
3.25 years
Dividend yield
3.75%
Risk free interest rate
3.69%
Fair value
60.62p
The charge for share-based payments is £795,000 (2023: £345,000).
Share price volatility is based on historical data.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
164
23 Financial liabilities
31 October 31 October
2024 2023
£’000 £’000
Non-current liabilities
Non-current instalments due on bank loans
28,547
50,137
Current liabilities
Current instalments due on loans
19,398
27,037
Bank loans bear fixed rates of interest and vary between 0.28% and 1.57%. Further details are provided in note 16.
Lease Liabilities
In addition to bank loans, the Group has lease liabilities of £11,819,000 (2023: £13,336,000).
The Group has lease arrangements across three main categories: site agreements, property and motor vehicles. The
key quantitative information regarding the lease portfolio is shown below:
As at 31 October 2024
Site agreements
Property
Motor vehicles
Number of lease agreements
481
7
600
Average lease term (months)
103
100
39
Average remaining term (months)
43
47
20
As at 31 October 2023
Site agreements
Property
Motor vehicles
Number of lease agreements
618
9
507
Average lease term (months)
80
74
41
Average remaining term (months)
50
41
22
The maturity profile of lease liabilities is shown below:
Within Over
one year Year 2 Year 3 Year 4 Year 5 5 years Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000
At 31 October 2024
Leases
5,195
3,340
1,918
1,281
588
986
13,308
At 31 October 2023
Leases
6,243
4,061
2,376
1,462
1,026
1,331
16,499
24 Post-employment benefit obligations
The Parent Company and its principal subsidiaries (the “Group”) operate pension and other retirement and
post-employment schemes including both funded defined benefit schemes, and defined contribution schemes.
Defined benefit plans
A defined benefit plan is a pension arrangement under which participating members receive a benefit at retirement.
The amount is determined by the plan rules and is dependent on such factors as age, years of service and pensionable
pay and is not dependent on contributions made by the employing company or members. The income statement
service cost, in respect of defined benefit plans represents the increase in the defined benefit liability arising from
pension benefits accrued by members in the current experience being different to those assumptions and the return on
plan assets above the amount included in net pension interest.
Defined contribution plans are arrangements in which the benefits paid to participants are linked to the amount of
contributions paid and the performance of the scheme. Such plans are independent of the Group and the Group has no
exposure to investment and experience risks. The income statement charge for these plans represents the contributions
paid by the Group based on a percentage of employees’ pay.
MEGroup plc Annual Report 2024
165
24 Post-employment benefit obligations continued
The Group’s defined benefit pension schemes are included in the statement of financial position under employment
benefit obligations, as are other overseas retirement provisions.
The amounts charged to profit and loss for all post-employment benefits are shown in note 7.
The amount shown in the statement of financial position is detailed as follows:
31 October 31 October
2024 2023
£’000 £’000
Overseas employment benefit obligations
4,119
3,847
Defined benefit schemes
283
216
4,402
4,063
Me Group International plc defined benefit pension scheme
The Parent Company (the “Company”) runs a defined benefit pension scheme, the Photo-Me International Plc Pension
and Life Assurance Fund (the “Fund”). This note covers the pension obligations provided from the Fund.
The Fund is administered by a corporate Trustee, with Trustee Directors, which is legally separate from the Company.
The Trustee Directors include representatives of both the Company and Fund members. The Trustee Directors are
required by law to act in the interest of all relevant beneficiaries and are responsible for the investment policy with
regard to the assets plus the day to day administration of the benefits.
The level of benefits provided by the Fund depends on a member’s length of service and salary at date of leaving or
retiring from the Fund. Annual pension increases between leaving the Fund and retirement are linked to increases in the
Retail Prices Index (RPI). After retirement, annual pension increases are at 3.0% pa for pension accrued before April 1997
and in line with increases in the Retail Prices Index (RPI), up to a maximum of 5.0% pa, for pension accrued from
April 1997. The benefit payments are from a trustee administered fund containing assets held in trust and governed
by UK regulations and practice. The amount of Company contributions is decided jointly by the Trustee Directors and
the Company.
The Fund’s investment strategy is decided by the Trustee Directors, in consultation with the Company. The Trustee
Directors exercise their powers of investment (or delegation where these powers have been delegated to a fund
manager) in a manner calculated to ensure the security, quality, liquidity and profitability of the portfolio as a whole.
In order to avoid an undue concentration of risk a spread of assets is held. The diversification is both within and across
asset classes. The assets are invested in a manner appropriate to the nature and duration of the expected future
retirement benefits payable under the Fund. Day to day selection of stocks is delegated to fund managers appointed
by the Trustee Directors. As regards the review and selection of their fund managers, the Trustee Directors take
expert advice.
The actuarial valuation of the UK Pension scheme has revealed a surplus at 31 October 2024 and at each financial
statement date since 30 April 2017. This surplus has not been recognised as an asset, in accordance with IFRIC 14, as in
the future the surplus will not be recovered by a reduction in future contributions to the scheme. The scheme has been
closed to new members for over 30 years.
Profile of the Fund
The defined benefit obligation includes benefits for deferred pensioners and current pensioners. The defined benefit
obligation is broadly split 99%/1% between pensioners and deferred members.
The defined benefit obligation for certain current pensioners is backed by insurance policies. A corresponding asset
equal to the defined benefit obligation is included in this note in respect of these members.
The Fund duration is an indicator of the weighted-average time until benefit payments are made. For the Fund as a
whole, the duration is around 8 years.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
166
Funding requirements
UK legislation requires that pension schemes are funded prudently. The most recent triennial funding valuation of the
Fund was carried out by a qualified actuary with an effective date of 1 June 2021. At this date the Fund had a funding
level of 102% and a surplus of approximately £0.2 million on a technical provisions basis. This basis uses actuarial
assumptions adopted by the Trustee Directors of the Fund that are consistent with the Fund continuing on an ongoing
basis with support from the Company.
The last active member ceased employment with the Company in 2020 so contributions are no longer required in
respect of the accrual of benefits in the Fund.
Risks associated with the Fund
The Fund exposes the Company to a number of risks, the most significant of which are described below.
Asset volatility
The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets
underperform this yield, this will create a deficit.
Changes in bond yields
A decrease in corporate bond yields will increase the value placed on the Fund’s liabilities for IAS 19,
although this will be partially offset by an increase in the value of the Fund’s bond holdings and
insurance policies backing pensions in payment.
Inflation risk
Some of the Fund’s benefit obligations are linked to inflation, and higher inflation will lead to higher
liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect
against extreme inflation). In addition, increases in expected inflation will be offset by an increase in the
value of the Fund’s index-linked bond holdings and insurance policies backing pensions in payment.
Life expectancy
The majority of the Fund’s obligations are to provide benefits for the life of the member, so increases in
life expectancy will result in an increase in the liabilities. Increases in life expectancy will be partially
offset by an increase in the value of the insurance policies backing pensions in payment.
Reconciliation of the movement in the present value of the defined benefit obligation
31 October 31 October
2024 2023
£’000 £’000
Present value of defined benefit obligation at beginning of the period
3,685
4,364
Current service cost
–
–
Interest cost
197
206
Actuarial (gains) on fund liabilities arising in demographic assumptions
(4)
(70)
Actuarial losses/(gains) from changes in financial assumptions
84
(225)
Actuarial losses/(gains) on liabilities from experience
29
(268)
Benefits paid
(329)
(322)
Present value of defined benefit obligation at end of the period
3,662
3,685
Reconciliation of the movement in the fair value of plan assets
31 October 31 October
2024 2023
£’000 £’000
Fair value of plan assets at beginning of the period
4,001
4,769
Interest income on fund assets
215
226
Remeasurement gains/(losses) on assets
71
(672)
Benefits paid
(329)
(322)
Fair value of plan assets at end of the period
3,958
4,001
MEGroup plc Annual Report 2024
167
24 Post-employment benefit obligations continued
Amount to be recognised in the statement of financial position
31 October 31 October
2024 2023
£’000 £’000
Present value of funded obligations
3,662
3,685
Fair value of scheme assets
3,958
4,001
Net surplus
(296)
(316)
Effect of limit of recognition of an asset
296
316
Amount recognised in statement of financial position
–
–
Amount recognised in profit and loss
31 October 31 October
2024 2023
£’000 £’000
Amount recognised in profit and loss
Current service cost
–
–
Interest on net defined liability/(asset)
–
–
Total charge
–
–
Pension expense recognised in profit and loss
–
–
Remeasurement in Other Comprehensive Income
Return on Scheme assets in excess of that recognised in net interest
(71)
672
Actuarial losses/(gains) due to changes in financial assumptions
84
(225)
Actuarial (gains) due to changes in demographic assumptions
(4)
(70)
Actuarial losses/(gains)/losses on liabilities arising from experience
29
(268)
Adjustment due to the asset ceiling
(38)
(109)
Total expense/(income)amount recognised in Other Comprehensive Income
–
–
Total expense amount recognised in Comprehensive Income
–
–
The amounts shown above are included in staff costs (note 7) and in administrative expenses.
An analysis of the assets of the plan is as follows:
31 October 2024
31 October 2023
£’000
%
£’000
%
Bonds and insurance policies
3,810
96
3,892
97
Other
148
4
109
3
3,958
100
4,001
100
There were no financial instruments of the Company included in the plan assets (2023: none) and there were no
property assets occupied by the Company (2022: none).
Principal actuarial assumptions
31 October 31 October
2024 2023
% %
Discount rate for scheme liabilities
5.3
5.6
Rate for increase in salaries
n/a
n/a
Price inflation
3.2
3.2
Pension increases
3.0
3.0
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
168
The mortality tables used for 2024 are S3NXA Light tables for males and S3NXA All lives for females, with CMI 2023
projections and a long-term rate of improvement of 1.25% pa. The mortality tables used for 2023 were also S3NXA Light
tables, but with CMI 2022 projections and a long term rate of improvement of 1.25% pa. The mortality assumptions
allow for expected future improvements in mortality rates.
31 October 2024
31 October 2023
Male currently aged 65
23.3 years (age 88.3)
23.3 years (age 88.3)
Female currently aged 65
24.8 years (age 89.8)
24.7 years (age 89.7)
History of asset values, defined benefit obligation and surplus/deficit in fund
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Fair value of defined benefit obligation
3,685
3,685
4,364
5,788
6,267
Fair value of assets
3,662
4,001
4,769
6,641
7,040
Surplus/(deficit)
296
316
405
853
773
History of experience gains and losses
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Experience gains/(losses) on fund assets
71
(672)
(1,645)
(170)
622
Experience (losses)/gains on plan liabilities
(29)
268
(84)
79
(67)
Liabilities for 2024, 2023, 2022, 2021 and 2020 relate to gains/(losses) in respect of liability experience only, and excludes
any change in liabilities in respect of changes to the actuarial assumptions used.
Sensitivity to key assumptions
The key assumptions used for the IAS 19 valuation are: discount rate, inflation rate and mortality. If different
assumptions were used, this could have a material effect on the results disclosed. The table below shows the sensitivity
to the key assumptions noted above.
Defined
Plan benefit
assets obligation Surplus
Period ended 31 October 2024 £’000 £’000 £’000
As reported
3,958
3,662
296
Following a 0.1% decrease in the discount rate
3,966
3,691
275
Following a 0.1% increase in the inflation assumption
3,959
3,671
288
Following an increase in the life expectancy of one year
4,046
3,844
202
The sensitivity information shown above has been prepared using the same method as adopted when adjusting
the results of the latest valuation to the statement of financial position data. This is the same approach as has been
adopted in previous years.
MEGroup plc Annual Report 2024
169
24 Post-employment benefit obligations continued
Overseas pension schemes
The Group’s Swiss subsidiary, Me Group Switzerland AG participates in funded multi-employer pension schemes. A
guaranteed return for such employees’ schemes is mandated by the Swiss state. An actuarial valuation was performed
at 31 October 2024 and 31 October 2023 by independent actuaries.
Reconciliation of the movement in the present value of the defined benefit obligation
31 October 31 October
2024 2023
£’000 £’000
Present value of defined benefit obligation at start of the period
2,930
2,898
Exchange difference
(61)
136
Contribution by members
37
33
Current service cost
130
126
Past service cost
(24)
(18)
Interest cost
56
71
Remeasurement losses/(gains) on plan liabilities
282
(56)
Prepaid risk premiums
(37)
(36)
Benefits paid
(302)
(225)
Administration costs
1
1
Present value of defined benefit obligation at end of the period
3,012
2,930
31 October 31 October
2024 2023
£’000 £’000
Fair value of plan assets at start of the period
2,714
2,740
Exchange difference
(56)
127
Contributions by company and members
185
166
Expected return on plan assets
52
67
Remeasurement gains/(losses) on plan assets
173
(125)
Benefits paid
(302)
(225)
Prepaid risk premiums
(37)
(36)
Fair value of plan assets at end of the period
2,729
2,714
31 October 31 October
2024 2023
£’000 £’000
Net liability at start of the period
216
158
Exchange difference
(5)
8
Increase/(decrease) in liability
72
49
Net liability at end of the period
283
216
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
170
Amounts recognised in comprehensive income
31 October 31 October
2024 2023
£’000 £’000
Amount recognised in profit and loss:
Amounts recognised in comprehensive income:
Current service cost
130
127
Past service cost
(24)
(18)
Administrative expenses
1
1
Net pension interest
4
4
Total charge
111
114
Amount recognised in other comprehensive income:
Gain on scheme assets
(173)
125
Actuarial losses on defined benefit obligation
282
(56)
Total amount recognised in other comprehensive income
109
68
Total amount recognised in profit and loss and other comprehensive income
220
182
31 October 2024
30 October 2023
£’000
%
£’000
%
Cash
28
1
27
1
Equities & debt instruments
1,856
68
1,954
68
Other
846
31
733
31
Total plan assets
2,729
100
2,714
100
Principal actuarial assumptions
31 October 31 October
2024 2023
% %
Discount rate
1.10
2.00
Expected return on plan assets at end of year
n/a
n/a
Rate of increase in salaries
1.20
1.20
Price inflation
1.00
1.00
The normal retirement age for males is between 60 – 65 years and for females between 59 – 64 years for both 2024
and 2023.
The mortality tables used in 2024, 2023, 2022 and 2021 were the BVG 2020 GT tables
The mortality tables used in 2020 were the BVG 2015 GT tables.
MEGroup plc Annual Report 2024
171
24 Post-employment benefit obligations continued
History of assets, liabilities and actuarial gains and losses
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Present value of defined benefit obligation
3,012
2,930
2,898
3,621
4,792
Fair value of assets
2,729
2,714
2,740
3,113
3,615
Deficit
(283)
(216)
(158)
(508)
(1,177)
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Experience (losses)/gains on plan liabilities
(282)
56
658
436
(93)
– as a percentage of the present value of plan liabilities
(9%)
(2%)
(23%)
(12%)
2%
Remeasurement gains/(losses) on plan assets
173
(125)
(276)
166
(69)
– as a percentage of the present value of plan assets
6%
(5%)
(10%)
5%
(2%)
Sensitivity to key assumptions
The key assumptions used for the IAS 19 valuation are: discount rate, inflation rate and mortality.
If different assumptions were used, this could have a material effect on the results disclosed.
The table below shows the sensitivity to the key assumptions noted above.
Increase/
Defined (decrease) in
benefit defined benefit
obligation obligation
£’000 £’000
Defined benefit obligation as reported
3,012
–
Defined benefit obligation
– with discount rate – 0.25%
3,121
109
– with discount rate 0.25%
2,910
(102)
– with salary decrease – 0.25%
3,105
93
– with salary increase 0.25%
2,926
(86)
– with life expectancy 1 year
3,058
46
– with life expectancy – 1 year
2,965
(47)
The Group’s best estimate for contributions to be paid by the Group next year to the scheme is £139,000
(2023: £140,000).
The amount recognised in the income statement for this scheme was £111,000 (2023: £114,000).
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
172
Overseas post-employment benefit obligations
Provisions for obligations to make termination payments on retirement, to employees who are not members of the
pension and retirement schemes, are as follows:
▪ The Group’s Japanese subsidiary undertaking, ME Group Japan, has an unfunded post-employment retirement
provision based on an employee’s length of service with the company and their current salary. The allowance is
paid to an employee when they leave the company. This has been provided for in full within the accounts. ME Group
Japan, agreed with the employees that 50% of the liability for the retirement provision will be paid in cash to an
independently controlled defined contribution scheme, with the balance to be met by the company when the
employee leaves. The provision were valued by an independent actuary using the Projected Unit Credit Method at
31 October 2024 and 31 October 2023. This actuarial valuation incorporated the following principal assumptions in
arriving at the present value of the obligations:
31 October 31 October
2024 2023
Discount rate
0.97%
0.95%
Rate of increase in salaries
0%
0%
Retirement age
60 years
60 years
Mortality table
Standard mortality rates under
Standard mortality rates under
defined benefit corporation pension defined benefit corporation pension
plan (the 22nd Life Table for plan (the 22nd Life Table for
male & female male & female
Expenses relating to the Japanese post-employment benefit obligation were recognised in following sections of the
statement of comprehensive income:
▪ Administration expenses £62,000 (2023: £65,000)
▪ Interest expense £8,000 (2023: nil)
▪ Remeasurement gains in other comprehensive income £4,000 (2023: £1,000)
▪ To meet the legal obligations within France, the Group’s subsidiary undertakings have unfunded retirement
provisions, which were valued by an independent actuary using the Projected Unit Credit Method at
31 October 2024 and 31 October 2023. This actuarial valuation incorporated the following principal assumptions in
arriving at the present value of the obligations:
31 October 31 October
2024 2023
Discount rate
3.40%
3.80%
Rate of increase in salaries
2.00%
2.00%
Retirement age
62-67 years
62-67 years
Inflation rate
2.10%
2.00%
Mortality table
TGH/TGF 05
TGH/TGF 05
Expenses relating to the French post-employment benefit obligation were recognised in following sections of the
statement of comprehensive income:
▪ Administration expenses £74,000 (2023: £16,000)
▪ Finance cost £105,000 (2023: £102,000)
▪ Remeasurement losses in other comprehensive income £408,000 (2023: remeasurement loss of £151,000)
MEGroup plc Annual Report 2024
173
25 Provisions
Employee
related Product
claims warranties Other Total
£’000 £’000 £’000 £’000
At 31 October 2022
238
635
694
1,567
Exchange differences
5
4
(1)
8
Utilised and other movements
(49)
(52)
(522)
(623)
Reclassifications
–
314
(314)
–
Charged to income statement
78
–
854
932
At 31 October 2023
272
901
711
1,884
Amount shown as current liability
272
901
711
1,884
Amount shown as non-current liability
–
–
–
–
At 31 October 2023
272
901
711
1,884
Exchange differences
(20)
(14)
(41)
(75)
Utilised and other movements
(77)
–
(296)
(373)
Disposal of subsidiary
–
–
(303)
(303)
Charged to income statement
621
(453)
5
173
At 31 October 2024
796
434
76
1,306
Amount shown as current liability
796
434
76
1,306
Amount shown as non-current liability
–
–
–
–
Other provisions include amounts for unresolved claims made against the Group by suppliers.
26 Deferred taxation
Deferred tax comprises:
31 October 31 October
2024 2023
£’000 £’000
Temporary differences relating to property, plant and equipment
4,408
2,089
Other temporary differences in recognising revenue and expense items in other periods for taxation
purposes:
– capitalised development costs
989
1,030
– post-employment benefit provisions
(1,269)
(1,254)
– acquisition related intangibles
916
4,407
– other short-term temporary differences
2,159
2,294
7,202
8,566
The closing balance comprises:
Deferred tax assets
(2,668)
(1,020)
Deferred tax liabilities
9,870
9,586
7,202
8,566
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
174
The movements on deferred taxation during the period were as follows:
31 October 31 October
2024 2023
£’000 £’000
Opening balance
8,566
7,778
Exchange differences
(233)
(92)
Post-employment benefit provisions
(118)
(52)
Charge/(credit)for the period in income statement
1,580
932
Disposal of subsidiary
(2,593)
–
Closing balance
7,202
8,566
Temporary differences associated with Group investments
Unremitted earnings of overseas affiliates
No deferred tax liability has been recognised on the unremitted earnings of overseas subsidiaries as no tax is expected
to be payable on them in the foreseeable future based on current legislation or where the Group is able to control
remittance of earnings and it is possible that such earnings will not be remitted in the foreseeable future.
Unrecognised deferred tax assets
The Group has no unrecognised deferred tax assets.
Factors that may affect future tax charges
The UK Corporation Tax rate increased from 19% to 25% with effect from 1 April 2023. The deferred tax assets and
liabilities have been recognised based on the respective corporation tax rates at which they are anticipated to unwind
in each jurisdiction.
27 Trade and other payables
31 October 31 October
2024 2023
£’000 £’000
Amounts shown as current liabilities
Trade payables
31,179
33,393
Other taxes and social security costs
4,692
2,631
Other payables
11,968
11,184
Accruals and deferred income
9,004
10,713
56,843
57,921
28 Capital commitments and contingent liabilities
Contingent liabilities
In the opinion of the Directors, adequate provision has been made for claims and legal disputes and the Directors
therefore consider that no contingent liability for litigation exists.
The Group has no contingent liabilities with regard to its interest in the associated undertakings (2023 none).
MEGroup plc Annual Report 2024
175
29 Related parties
The Group’s related parties are its associated undertakings, subsidiary undertakings and its key management
personnel, which comprises the Board of Directors.
The following transactions were carried out with related parties:
Directors’ compensation
31 October 31 October
2024 2023
£’000 £’000
Salaries, director fees, short term benefits and short term bonuses
2,186
2,318
Share-based payment charge
105
136
2,291
2,454
The remuneration of the directors, both executive and non-executive, of the Parent Company, who are the key
management personnel of the Group, is set out in the table above. These figures include amounts payable to third party
companies for services of the directors. The figures exclude pension related costs and any long-term incentive costs.
Directors of the Company control 36.65% of the Ordinary shares of the Company.
30 Subsidary audit exemption
The following company is exempt from the requirements of the Companies Act 2006 relating to the audit of individual
accounts for the year ended 31 October 2024 by virtue of Section 479A of the Companies Act 2006:
▪ Photo-Me Limited.
31 Business combinations and disposals
Acquisition of the photobooths business of Fujifilm Imaging Systems Co. Ltd.
On 30 September 2023 the Group completed the acquisition of 100% of the photobooths business of Fujifilm Imaging
Systems Co. Ltd (“Fujifilm”) for total consideration of JPY 965,755,000 (£5,284,000), obtaining control of the business on
that date.
Fujifilm is a Japanese photobooth owner and operator and the acquisition of its photobooths division adds a further
3,548 photobooth units to the Group’s existing operations in Asia Pacific. This acquisition is in line with the Group’s
strategy to expand the number of units in operation.
The acquisition was funded by a new loan facility taken by the Group’s Japanese subsidiary, Me Group Japan.
In accordance with IFRS 3, this transaction meets the definition of a business combination so has been accounted for
using the acquisition method.
Acquisition-related expenses of £146,000 have been recognised in the Group’s statement of comprehensive income.
Deferred consideration
A portion of the total consideration was deferred and contingent on the total number of photobooth units that
were acquired. Post-closing there followed a six-month period during which further units could be transferred to the
Group, in addition to the 3,318 units transferred at the closing date, and subject to a maximum number of 3,806. The
total consideration increases in proportion with the number of photobooths acquired, up to a maximum value of
JPY 996,000,000 (£5,466,000).
At 31 October 2023, management’s best estimate of the deferred consideration to be paid was JPY 40,039,000
(£220,000). This amount was accrued and included in the total estimated consideration value at that date of
JPY 946,000,000 (£5,191,000).
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
176
The six-month window for the transfer of further units closed on 29 March 2024. The final number of units acquired was
3,548, resulting in a deferred consideration payment of JPY 59,794,000 (£312,000).
The additional deferred consideration, in excess of management’s estimate previously accrued (£92,000), has been
added to the goodwill balance in the Group’s Statement of Financial Position.
Acquired assets and liabilities
Due to the proximity of the transaction to the prior period reporting date, the purchase price allocation, including
determination of the fair value of intangible assets recognised on consolidation, had not been finalised when the prior
period financial statements were approved.
With the purchase price allocation now complete, the Group has during the period adjusted the provisional amounts
that were recorded in the prior period financial statements by increasing intangible assets by JPY 830,000,000
(£4,181,000) (see note 12).
As part of the purchase price allocation, the Group has recognised separately identifiable acquired intangible assets in
accordance with IAS 38 and had their fair values assessed by an independent expert.
The fair value adjustments in respect of acquired intangible assets are due to the recognition of JPY 830,000,000
(£4,181,000) in respect of Fujifilm’s customer relationships.
Gain on bargain purchase
Including the identified customer relationships intangible asset, the acquired net assets (JPY 1,180,454,000) exceed the
total consideration paid (JPY 965,755,000), generating a gain on bargain purchase of JPY 214,699,000 (£1,120,000). The
gain has been recognised in non-operating income in the Group’s statement of comprehensive income.
This acquisition resulted in a gain on bargain purchase for the following reasons:
▪ Negotiations for the transaction initially began approximately two years prior to the completion date
(September 2023) and Fujifilm’s photobooth business was adversely affected by Covid-19 in FY21 and FY22, leading
to a depressed purchase price being negotiated;
▪ Fujifilm had sought to divest its photobooth business, deeming it to no longer core to the group which was focussed
on penetrating other markets. Consequently, Fujifilm had stopped investing in this business in the years leading up
to the transaction in terms of both capital investment and enacting annual price increases to customers;
▪ Following the lack of investment and impact of Covid-19, the Group needed to invest heavily in the acquired
business to turn it around. This represented a risk to the Group, which further supported the purchase consideration
being driven by a short payback period.
MEGroup plc Annual Report 2024
177
31 Business combinations continued
Other changes to the composition of the Group
Disposal of SEMPA
On 20 May 2024 the Group disposed of its interest in its French subsidiary, Sempa SAS, for cash consideration of
€4,600,000 (£3,936,000). The Group generated a loss on disposal of £339,000 which is included in non-operating
income in the Group’s statement of comprehensive income.
The assets and liabilities which the Group lost control over are detailed below:
£’000
Goodwill
3 357
Other intangible assets
3 103
Property, plant & equipment
120
Inventories
462
Trade and other receivables
136
Cash and cash equivalents
263
Total assets
7 441
Provisions
(386)
Trade and other payables
(131)
Deferred income tax liability
(2 649)
Total liabilities
(3 166)
Net assets
4 275
32 Events after the statement of financial position date
Interim dividend
On 29 November 2024 the Group paid its interim dividend in respect of the six month period ended 30 April 2024 of
3.45 pence per ordinary share, totalling £12,998,000.
UK defined benefit pension scheme
The Company runs a defined benefit pension scheme, the Photo-Me International Plc Pension and Life Assurance Fund.
In November 2024, the Trustee of the Fund entered into an insurance contract with Legal & General that provides the
pensions for certain members of the Fund. As a result, the benefits for all members of the Fund are now secured with
an insurance company, via policies in the name of the Trustee. The intention is that in due course these policies will be
transferred into the name of the individual members and the Fund wound-up.
Disposal of an office building
On 20 February 2025 the Group disposed of the second, and final, tranche of an office property in Grenoble, France
for £4,848,000. At 31 October 2024 the property was recognised in non-current assets classified as held for sale in the
Group’s statement of financial position. The Group will recognise a gain on disposal of £1,584,000 in the year ended
31 October 2025.
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
178
33 Period summary (unaudited)
Income statement
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Revenue
UK & Ireland
49,188
48,173
41,996
29,644
54,623
Continental Europe
208,987
205,157
177,839
145,009
195,230
Asia
49,711
44,332
39,945
39,751
60,392
Total revenue
307,886
297,662
259,780
214,404
310,245
Operating profit
74,390
67,502
56,681
29,335
3,317
Net finance (cost)/income & non-operating income
(969)
(435)
(3,327)
(780)
(2,825)
Profit before taxation
73,421
67,067
53,354
28,555
492
Taxation
(19,331)
(16,401)
(14,561)
(6,703)
(2,844)
Profit after taxation
54,090
50,666
38,793
21,852
(2,352)
Attributable to:
– equity owners of the Parent
54,090
50,666
38,793
21,713
(2,305)
– Non-controlling interests
–
–
–
139
(47)
54,090
50,666
38,793
21,852
(2,352)
Earnings per share – Basic
14.36p
13.40p
10.26p
5.78p
(0.62)p
Earnings per share – Diluted
14.27p
13.31p
10.23p
5.72p
(0.62)p
Dividends – interim
3.45p
2.97p
2.60p
0.00p
0.00p
Dividends – final
4.45p
4.42p
3.00p
2.89p
0.00p
Dividends – special
0.00p
0.00p
7.10p
0.00p
0.00p
Total dividends
7.90p
7.39p
12.70p
2.89p
0.00p
Statement of financial position
2024 2023 2022 2021 2020
£’000 £’000 £’000 £’000 £’000
Intangible assets
25,368
36,710
32,736
34,502
32,739
Property, plant and equipment
136,332
118,124
101,090
91,973
90,937
Other non-current investments
37
35
21
21
57
Other non-current assets
4,433
8,891
7,805
3,966
3,743
Current assets
143,601
163,815
184,716
141,688
139,760
Assets held for sale
2,869
4,947
–
–
–
Total assets
312,640
332,522
326,368
272,150
267,237
Share capital
1,882
1,891
1,889
1,889
1,889
Share premium
11,510
11,083
10,627
10,599
10,599
Treasury shares
–
(1,969)
–
–
–
Reserves
166,479
147,983
120,133
115,486
99,693
Equity of the Parent
179,871
158,988
132,649
127,974
112,181
Non-controlling interests
–
–
–
1,720
1,689
Total equity
179,871
158,988
132,649
129,694
113,870
Total non-current liabilities
47,561
71,076
94,039
68,900
52,968
Total current liabilities
85,208
102,458
99,680
73,556
100,399
Total equity and liabilities
312,640
332,522
326,368
272,150
267,237
Net cash
38,202
33,917
33,917
34,919
21,877
Note: The figures above have been extracted from the accounts for the relevant period and have not been adjusted for changes in accounting policies as a result of
adoption of new accounting standards.
MEGroup plc Annual Report 2024
179
33 Period summary (unaudited) continued
Financial & operating statistics
2024
2023
2022
2021
2020
Capital expenditure – photobooth & vending
45,878
39,122
27,205
22,563
38,435
machines £’000
Capital expenditure – research & development £’000
918
2,337
1,418
1,802
2,296
EBITDA £’000
114,224
106,639
92,241
65,077
87,313
EBITDA % of revenue
37.1%
35.8%
35.5%
30.4%
28.1%
Number of vending sites
48,200
47,600
43,900
43,800
44,500
Notes to the Group Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
180
Notes
31October
2024
£’000
31October
2023
£’000
Assets
Intangible assets 4 1 3
Property, plant& equipment 5 22,626 16,329
Investment in subsidiaries 6 45,186 44,616
Financial instruments held at FVTPL 7 637 1,145
Other receivables 8 988 981
Non‑current assets 69,438 63,074
Inventories 9 4,066 1,793
Trade and other receivables 8 32,140 32,662
Current tax – 1,806
Cash and cash equivalents 10 4,907 3,344
Current assets 41,113 39,605
Total assets 110,551 102,679
Equity
Share capital 11 1,882 1,891
Share premium 11,510 11,083
Treasury shares 11 – (1,969)
Capital redemption reserve 12 –
Translation and other reserves 3,868 3,073
Retained earnings 69,830 70,504
Total Shareholders’ funds 87,101 84,581
Liabilities
Financial liabilities 13 668 1,026
Deferred tax liabilities 15 3,046 672
Financial liabilities 13 491 609
Current tax – –
Trade and other payables 16 19,245 15,791
Current liabilities 19,735 16,400
Total equity and liabilities 110,551 102,679
The noteson pages 184 to 197 are an integral part of these financial statements.
As permitted by section 408 of the Companies Act2006, the Company’s Statement of Profit or Loss has not been
included in these financial statements.
The company recognised a profit after tax for the period of £30,562,000 (2023:£25,196,462).
The accounts were approved by the Board on 21February2025 and signed on its behalf by:
Serge Crasnianski Sir John Lewis OBE
Chief Executive Officer Non‑executive Chairman
Registration number:00735438
Company Statement of
Financial Position
As at 31October 2024
MEGroup plc Annual Report 2024
181
Notes
31October
2024
£’000
31October
2023
£’000
Cash flow from operating activities
Profit before tax 32,938 26,634
Interest of lease liabilities 195 167
Finance income (446) (91)
Dividends received (31,820) (25,000)
Non-operating income – net 508 (356)
Operating profit 1,376 1,354
Amortisation and impairment of intangible assets 2 2
Depreciation of property, plant and equipment net of reversal of impairments 4,097 4,213
Loss on sale of property, plant and equipment 98 182
Share based compensation charge 225 197
Other non cash items 2 6
Changes in working capital:
Inventories (2,274) 38
Trade and other receivables 515 (10,501)
Trade and other payables 3,452 1,239
Cash generated from/(utilised in) operations 7,493 (3,270)
Interest paid (196) (167)
Interest received 346 236
Taxation paid 1,804 (1,338)
Net cash generated from/(utilised in) operating activities 9,447 (4,540)
Cash flows from investing activities
Dividends received from investments in financial instruments 100 42
Purchase of property, plant and equipment (10,520) (5,024)
Proceeds from sale of property, plant and equipment 188 229
Dividends received from associates and subsidaries 31,820 25,000
Net cash generated from investing activities 21,588 20,247
Cash flows from financing activities
Issue of ordinary shares to equity shareholders 430 458
Purchase of treasury shares 11 (1,425) (1,969)
Repayment of principal of leases (636) (731)
Dividends paid to owners of the Parent 3 (27,842) (23,443)
Net cash utilised in financing activities (29,472) (25,685)
Net increase / (decrease) in cash and cash equivalents 1,563 (9,977)
Cash and cash equivalents at beginning of year 3,344 13,321
Cash and cash equivalents at end of year 4,907 3,344
The noteson pages 184 to 197 are an integral part of these financial statements.
Company Statement of
Cash Flows
For the period ended 31October 2024
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
182
Share
capital
£’000
Share
premium
£’000
Treasury
shares
£’000
Capital
Redemption
Reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
At 1November 2022 1,889 10,627 – – 2,728 68,743 83,987
Profit for the period – – – – – 25,196 25,196
Other comprehensive income – – – – – 7 7
Total comprehensive income – – – – – 7 7
Total comprehensive income – – – – – 25,203 25,203
Transactions with owners of the Parent
Shares issued in the period (note11) 2 456 – – – – 458
Purchase of treasury shares (note11) – – (1,969) – – – (1,969)
Share options (note11) – – – – 345 – 345
Dividends (note3) – – – – – (23,443) (23,443)
Total transactions with the Parent 2 456 (1,969) – 345 (23,443) (24,609)
At 31October 2023 1,891 11,083 (1,969) – 3,073 70,504 84,581
At 1November 2023 1,891 11,083 (1,969) – 3,073 70,504 84,581
Profit for period – – – – – 30,562 30,562
Other comprehensive income – – – – – – –
Total other comprehensive income – – – – – – –
Total comprehensive income – – – – – 30,562 30,562
Transactions with owners of the Parent
Shares issued in the period (note11) 3 427 – – – – 430
Purchase of treasury shares (note11) – – (1,425) – – – (1,425)
Cancellation of treasury shares (note11) (12) – 3,394 12 – (3,394) –
Share options (note11) – – – – 795 – 795
Dividends (note3) – – – – – (27,842) (27,842)
Total transactions with the Parent (9) 427 1,969 12 795 (31,236) (28,042)
At 31October 2024 1,882 11,510 – 12 3,868 69,830 87,101
The noteson pages 184 to 197 are an integral part of these financial statements.
Company Statement of
Changes in Equity
For the period ended 31October 2024
MEGroup plc Annual Report 2024
183
General Information
ME Group Internationalplc (the “Company”) is a public
limited company incorporated and registered in England
and Wales and whose shares are quoted on the London
Stock Exchange, under the symbol MEGP. The registered
number of the Company is 735438 and its registered
office is at Unit 3B, Blenheim Rd, Epsom,KT199AP. The
principal activities of the Company are the operation,
sale, and servicing of a wide range of instant-service
equipment in the United Kingdom.
Authorisation of the financial statements and
statement of compliance with IFRSs
The Company financial statements of
ME Group Internationalplc for the period ended
31October 2024 were authorised for issue by the directors
on 21February2024 and the statements of financial
position were signed by S. Crasnianski, Chief Executive
Officer and J. Lewis, Non-executive Chairman.
The Company financial statements have been prepared
in accordance with UK-adopted international accounting
standards and in conformity with the requirements of the
Companies Act2006.
As permitted by Section408 of the Companies Act2006,
the Statement of Profit or Loss of the Company is not
presented as part of the Company financial statements.
1 Basis of preparation
The financial statements have been prepared in
accordance with UK-adopted international accounting
standards. The financial statements have been prepared
under the historical cost convention except for certain
financial instruments held at FVTPL, share-based
payments and defined benefit pension obligations that
have been measured at fair value.
The financial statements are presented in Pounds
Sterling, being the functional and presentational currency
of the Company and all values are shown in £’000 except
where indicated.
Going concern
The financial statements have been prepared on a going
concern basis. The going concern status of the Company
is linked to the financial performance and viability of
theGroup.
The Directors concluded that the Group is a going concern.
In reaching this conclusion they have reviewed detailed
budgets, which reflect, where applicable, the current
economic conditions, with regard to the level of demand
for the Group’s and Parent Company’s manufactured
products, the level of consumer confidence and cash flow
forecasts for at least the next twelve months.
At 31October 2024 company had net assets of
£87,101,000 (2023:£84,581,000)
Refer to note1.1 of the Group financial statements for full
details of the going concern assessment.
Accounting policies
The Company’s principal accounting policies applied in
the preparation of these financial statements are the
same as those set out in note 1 of the Group’s financial
statements, with the exception of investments in
subsidiaries, which is explained below.
These policies have been consistently applied to all the
years presented.
Investment in Subsidiaries
Investments in subsidiaries and associates are stated
at cost less impairment. The Company reviews, at least
annually, the carrying value of investments and performs
an impairment review.
An impairment charge is made where there is evidence
that the carrying value exceeds the future cash flows of
the investment or where its carrying amount will not be
recovered from sale.
Guarantees issued over subsidiaries’ loan liabilities
The Company has issued guarantees over certain bank
loan liabilities of subsidiary companies in France and
Japan. Under these guarantees, the Company would be
liable for the subsidiaries’ loan liabilities in the event of
a default. The outstanding balance of guaranteed loan
liabilities at 31 October 2024 was £12,054,000.
The Company is required to recognise expected credit
losses provisions (ECL) based on unbiased forward-
looking information in relation to these guarantee
contracts. The ECL is measured using two main
components: probability of default and loss given default.
Management have assessed the probability of default
and considered the following factors: the Group operates
a cash pooling arrangement, which ensures that all
subsidiaries have access to sufficient cash to meet their
obligations as they fall due; at the reporting date the
Group holds cash of £86,147,000, which exceeds the
balance of guaranteed loans; and cash forecasts indicate
that the Group will continue to hold sufficient cash to
cover the guaranteed loans for the next three years.
The loss given default value would be the outstanding
value of the guaranteed loan liabilities.
Given the facts set out above, management determined
that no ECL provision is required.
Notesto the Company
Financial Statements
For the period ended 31October 2024
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
184
2 Critical accounting estimates and key judgements
The key area of estimation and judgement in the preparation of the Company’s financial statements is the assessment
of the recoverable value of investment insubsidiaries.
The recoverable value of material investments has been determined on a value-in-use basis. These calculations
require estimates by management, including management’s expectations of future growth in revenue, costs and profit
margins, cash flows and discount rates.
The carrying value of investment in subsidiaries at the reporting date was £45,186,000.
Value in use was determined by discounting the future cash flows of the subsidiary company. Cash flows include a
forecast period of five years, based on actual operating results, budgets and economic market research with a terminal
value based on a long-term growth rate applied thereafter. The Growth rate assumption for all subsidiaries was 1%
(2023:1%).
WACC discount rates were calculated for each territory and ranged between 9.2% and 14.3% (2023:9.7%-15.2%).
Further details of impairment testing, including assumptions and sensitivities, are disclosed in note6.
3 Dividends paid and proposed
Please refer to note10 of the Group’s financial statements.
4 Intangible assets
Customer
related
£’000
Cost:
At 1November 2022 781
At 31October 2023 781
At 31October 2024 781
Amortisation:
At 1November 2022 776
Amortisation 2
At 31October 2023 778
Amortisation 2
At 31October 2024 780
Net book value:
At 1November 2022 5
At 31October 2023 3
At 31October 2024 1
MEGroup plc Annual Report 2024
185
5 Property, plant and equipment
Land&
Buildings
£’000
Photobooth
& vending
machines
£’000
Plant,
machinery,
furniture,
fixtures&
motor
vehicles
£’000
Right of
Use Land
& Buildings
£’000
Right of
Use Plant,
machinery,
furniture,
fixtures
£’000
Right of
Use Motor
vehicles
£’000
Total
£’000
Cost:
At 31 October 2022 572 40,323 3,161 1,011 1,499 1,114 47,679
Correction of error - reclassification - (1,427) 1,427 - - - -
At 1 November 2022 (restated) 572 38,896 4,588 1,011 1,499 1,114 47,679
Additions - 3,738 1,286 - - 570 5,594
Disposals - (1,526) (588) - (787) (258) (3,159)
At 31 October 2023 572 41,108 5,286 1,011 712 1,426 50,114
Additions - 8,341 2,179 - - 160 10,680
Disposals - (2,821) (575) - (615) (74) (4,084)
At 31 October 2024 572 46,628 6,890 1,011 97 1,512 56,710
Depreciation:
At 31 October 2022 307 28,768 1,268 376 1,123 473 32,315
Correction of error - reclassification - (1,408) 1,408 - - - -
At 1 November 2022 (restated) 307 27,360 2,676 376 1,123 473 32,315
Provided during the period 17 3,448 28 106 289 325 4,213
Disposals - (1,419) (284) - (782) (258) (2,744)
At 31 October 2023 324 29,389 2,419 482 630 540 33,785
Provided during the period 18 2,945 768 108 76 459 4,374
Disposals - (2,644) (466) - (615) (74) (3,799)
Reversal of impairments - (232) (44) - - - (276)
At 31 October 2024 342 29,458 2,677 590 91 925 34,083
Net book value:
At 1 November 2022 (restated) 265 11,536 1,911 635 376 641 15,364
At 31 October 2023 (restated) 248 11,718 2,866 529 82 886 16,329
At 31 October 2024 230 17,170 4,213 421 6 587 22,626
The balances of cost and depreciation for photobooth and vending machines and plant, machinery, furniture, fixtures &
motor vehicles as at 31 October 2022 and 31 October 2023 have been restated to correct classification errors in the prior
year property, plant and equipment note.
The impact on cost balances at 31 October 2022 was: photobooth and vending machines reduction of £1,427,000;
and plant, machinery, furniture, fixtures & motor vehicles increase of £1,427,000. The impact on cost balances at
31 October 2023 was: photobooth and vending machines reduction of £1,235,000; and plant, machinery, furniture,
fixtures & motor vehicles increase of £1,235,000.
The impact on depreciation balances at 31 October 2022 was: photobooth and vending machines reduction
of £1,408,000; and plant, machinery, furniture, fixtures & motor vehicles increase of £1,408,000. The impact on
depreciation balances at 31 October 2023 was: photobooth and vending machines reduction of £1,221,000; and plant,
machinery, furniture, fixtures & motor vehicles increase of £1,221,000.
These reclassifications have no impact on the total opening cost or depreciation balances of property, plant and
equipment. Accordingly, this restatement had no impact on the Company’s statement of financial position, statement
of cash flows, total assets or total Shareholders’ funds for the current or prior year.
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
186
Impairment
The Company assesses property, plant and equipment for indicators of impairment annually. Where indicators exist,
the relevant assets are subject to impairment testing on a value in use basis. Value in use is determined by discounting
the expected cashflows of an asset over the remainder of its useful economic life.
At 31October 2024 no new indicators of impairment were identified.
Impairment reversal
Significant impairment charges were made against photobooth and vending machines and land and building assets in
the year ended 31October 2020. The Covid 19 pandemic had impacted the trading and outlook of the Company, indicating
reduced value in use and therefore impairment. In the subsequent years the Company continued to subject these assets to
annual impairment tests, with the impairment value reduced where testing indicated increased value in use.
At 31October 2024 management considers that the original indicator of impairment, caused by the Covid 19 pandemic,
no longer exists. This conclusion is supported by increased cash generation of the assets since 2020.
A key input to the determination of value in use is the revenue generated by each machine. This metric has increased
significantly post-Covid, as the Group’s trading performance has recovered. Accordingly, management have
increased their estimate of the future revenue generation of all machines. This increases the service potential of the
assets, increasing value in use, and therefore recoverable amount, above the carrying value (excluding impairment).
Consequently, all remaining impairments were reversed in the current year, with care taken to ensure that the closing
net book value did not exceed what it would have been had the original impairment never occurred.
Impairments to photobooths and vending machines with a total value of £232,000 were reversed in the year.
Impairments to plant and machinery with a total value of £44,000 were reversed in the year.
6 Investments in associates and subsidiaries
Associated
undertakings
£’000
Subsidiary
undertakings
£’000
Total
£’000
Costs:
At 1November 2022 6 46,386 46,392
Capital increase relating to share-based payment (net) – 148 148
At 31October 2023 6 46,534 46,540
At 1November 2023 6 46,534 46,540
Capital increase relating to share-based payment (net) – 570 570
At 31October 2024 6 47,104 47,110
Provision:
At 1November 2022 6 1,918 1,924
At 31October 2023 6 1,918 1,924
At 1November 2023 6 1,918 1,924
At 31October 2024 6 1,918 1,924
Net book value:
At 1November 2022 – 44,468 44,468
At 31October 2023 – 44,616 44,616
At 31October 2024 – 45,186 45,186
The net capital increase relating to share-based payments relates to share options in the Company granted to
employees of subsidiary undertakings of the Group. Refer to note22 of the Group financial statements for further
details on the share option schemes.
The Company’s subsidiaries and associated are detailed in note19.
MEGroup plc Annual Report 2024
187
Impairment
At each reporting date, the Directors assess whether any indicators exist that any of the Company’s investments in
subsidiaries may be impaired. Where an indicator exists, the investment is subject to an impairment review, with an
impairment provision recognised if an investment’s recoverable value is less than its carrying amount. The recoverable
value of an investment is determined on a value in use basis, using discounted cash flow projections of the subsidiary.
For subsidiaries with an associated goodwill balance in the consolidated financial statements – ME Group Ireland
Supplies Limited, ME Group Germany G.m.b.H. and ME Group Japan K.K. – the Company has utilised the recoverable
values determined by the Group goodwill impairment review. Details of the methodology and assumptions used are
provided in note12 of the Group financial statements.
No impairment charges were recognised in the current or prior year.
Key assumptions
The key assumptions used in the impairment review are growth rates and discount rates, as described in note12 of the
Group financial statements.
Sensitivity
As at the measurement date, the recoverable value of all investments in subsidiaries, based on their value in use,
is significantly higher than their respective carrying amounts. After considering all key assumptions, management
considers that a reasonably pessimistic revision of key assumptions which can rationally be expected would still not
result in any impairment to the Company’s investments.
7 Financial instruments
7(A) Fair values of financial instruments by class
There is no material difference between the fair values and the carrying values of financial assets and financial liabilities
held in the Company’s statement of financial position.
Financial instruments held at fair value – Level 1
The Company holds an investment in Max Sight Group HoldingsLtd, which is a listed company. This investment is
valued at level 1. The Company owns 109,972,500 Max Sight Group HoldingsLtd’s shares valued at 0,058 HKD per share
as at 31October 2024, giving a value at that date of £637,000.
This financial instrument is valued at the reporting date by reference to quoted market prices.
Financial instruments held at fair value – Level 2
There are no material Level 2 investments held by the Company.
Financial instruments held at fair value – Level 3
There are no material Level 3 investments held by the Company.
No assets or liabilities were transferred between levels 1,2 and 3 in the year.
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
188
7(A) Fair values of financial instruments by class continued
Financial instruments by category
The tables below show financial instruments by category for the Company:
At 31October 2024
Amortised
Cost
£’000
Fair Value
Through
Profit& Loss
£’000
Total
£’000
Assets per statement of financial position
Financial assets held at FVTPL – 637 637
Financial assets – held at amortised cost:
Trade and other receivables 31,013 – 31,013
Cash and cash equivalents 4,907 – 4,907
35,920 637 36,556
Other financial
liabilities at
amortised cost
£’000
Total
£’000
Liabilities per statement of financial position
Leases 1,160 1,160
Trade and other payables 19,244 19,244
20,404 20,404
At 31October 2023
Amortised
Cost
£’000
Fair Value
Through
Profit& Loss
£’000
Total
£’000
Assets per statement of financial position
Financial assets held at FVTPL – 1,145 1,145
Financial assets – held at amortised cost:
Trade and other receivables 33,001 – 33,001
Cash and cash equivalents 3,344 – 3,344
36,346 1,145 37,491
Other financial
liabilities at
amortised cost
£’000
Total
£’000
Liabilities per statement of financial position
Leases 1,635 1,635
Trade and other payables 15,791 15,791
17,426 17,426
MEGroup plc Annual Report 2024
189
7(B) Financial risk management
Financial risk factors and financial risk management
Overview
The Company is exposed to the following risks arising from financial instruments:
(i) Credit risk
(ii) Liquidity risk
(iii) Market risk
The Company’s financial risks are integrated with the financial risks of the Group, and financial risk management is
centrally controlled at Group level. Refer to note16 of the Group financial statements for the details of the Group’s
financial risk management strategy.
The specific financial risks to the Company are described below.
(i) Credit risk
Amounts due from subsidiaries
The Company’s most significant credit risk is the recoverability of intercompany balances due from subsidiaries.
Intercompany balances with subsidiaries are repayable on demand. At the reporting date, each intercompany
counterparty is assessed to determine whether it has sufficient accessible highly liquid assets to cover the intercompany
debtor owed to the parent company. If this analysis determines that intercompany balance is not fully recoverable at
the reporting date, management will set a recovery strategy and estimate the expected credit loss on the debtor. No
provision was recognised against the Company’s intercompany receivables in the year (2023:nil).
Cash and cash equivalents
The Company’s cash is deposited with sound financial institutions, in line with the Group Treasury Policy. Any surplus
cash is transferred to the Group treasury function’s bank accounts, which minimises the Company’s exposure to credit
risk on cash.
Accounts receivable
The nature of the Companies principal activities means that most revenue is received at the point of sale, so accounts
receivable balances are immaterial. The normal terms of settlement are in the range 30–90days. Trade receivables are
normally interest free.
Where necessary, allowances for expected credit losses (ECL) are made. The Company applies the simplified ECL model.
The ageing of net current trade receivables is as follows:
31October 2024 31October 2023
Gross trade
receivables
£’000
Allowance
for expected
credit losses
£’000
Trade
receivables
£’000
Gross trade
receivables
£’000
Allowance
for expected
credit losses
£’000
Trade
receivables
£’000
Current 23 – 23 24 – 24
Past due
– overdue 1-30days – – – – – –
– overdue 31-60days 5 – 5 1 – 1
– overdue 61days 22 (22) – 22 (22) –
Total past due 26 (22) 5 23 (22) 1
Total trade receivables 49 (22) 28 47 (22) 25
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
190
(ii) Liquidity risk
Liquidity risk is managed at Group level by the central treasury function. Partof the Group treasury function’s role is to
ensure that the Company always maintains sufficient cash to meet its obligations.
The Company has no debt facilities but has access to the Group’s undrawn facilities.
The Company’s contractual cashflows are shown below:
Within
one year
£’000
Year 2
£’000
Year 3
£’000
Year 4
£’000
Year 5
£’000
Over
5years
£’000
Total
£’000
At 31October 2024
Leases 700 459 199 149 – – 1,507
Trade and other payables 19,245 – – – – – 19,245
19,945 459 199 149 – – 20,752
At 30October 2023
Leases 709 597 355 162 149 – 1,971
Trade and other payables 15,791 – – – – – 15,791
16,500 597 355 162 149 – 17,762
(iii) Market risk
The Company’s market risk and approach to its management is aligned to that of the Group. Refer to note16 of the
Group financial statements for details.
7(C) Capital risk management
Capital risk is managed at Group level. Refer to note16 of the Group financial statements for details.
8 Trade and other receivables
31October
2024
£’000
31October
2023
£’000
Non-current assets
Other receivables 988 981
988 981
Current assets
Gross trade receivables 49 47
Allowance for expected credit losses (22) (22)
Trade receivables 28 25
Amounts due from subsidiaries 28,017 31,947
Other receivables 1,980 49
Prepayments 2,115 642
32,140 32,662
All trade receivables arise from contracts with customers.
Amounts due from subsidiaries are non-interest-bearing trading balances and are repayable on demand.
Non-current other receivables consist of restricted deposits related to pension schemes.
MEGroup plc Annual Report 2024
191
9 inventories
31October
2024
£’000
31October
2023
£’000
Raw materials and consumables 2,037 1,249
Finished goods 2,030 543
4,066 1,793
The replacement value of inventories is not materially different from that stated above.
10 Cash and cash equivalents
31October
2024
£’000
31October
2023
£’000
Cash at bank and in hand 4,907 3,344
Cash and cash equivalents per statement of financial position 4,907 3,344
Cash at bank is generally interest free but may earn interest at the applicable daily bank floating deposit rate.
Reconciliation of movement in liabilities arising from financing activities
1November
£’000
New lease
liabilities
£’000
Repayment
of liabilities
£’000
Other
movements
£’000
31October
£’000
31October 2024
Non-current lease liabilities 1,026 92 – (450) 668
Current lease liabilities 609 68 (636) 450 491
Total liabilities arising from financing activities 1,635 160 (636) – 1,160
31October 2023
Non-current lease liabilities 741 358 – (73) 1,026
Current lease liabilities 1,060 212 (731) 68 609
Total liabilities arising from financing activities 1,801 570 (731) (5) 1,635
11 Share capital and reserves
Share Capital
31October
2024
Number
31October
2023
Number
31October
2024
£’000
31October
2023
£’000
Allotted, issued and fully paid:
Ordinary shares of 0.5p each
At the beginning of the period 378,454,879 378,051,637 1,891 1,889
Issued in year – share options exercised 677,500 403,242 3 2
Cancellation of shares held in treasury (2,368,626) – (12) –
At the end of the period 376,763,753 378,454,879 1,882 1,891
The holders of Ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one
vote per share at meetings of the Company.
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
192
Reserves
Treasury shares
Number of
Shares
Cost*
£’000
Proportion of
ordinary issued
share capital
Shares held in treasury at 1November 2022 – – –
Purchase of own shares 1,260,534 1,969 –
Shares held in treasury at 31October 2023 1,260,534 1,969 0.33%
Purchase of own shares 1,108,092 1,425 –
Cancellation of shares held in treasury (2,368,626) (3,394) –
Shares held in treasury at 31October 2024 – – 0.00%
* Purchase cost including transaction costs
At the Annual General Meeting on 18August 2023, a shareholders’ resolution was passed permitting the Company to
purchase its own shares up to a maximum of 10% of the Ordinary shares in issue.
In the year ended 31October 2024 the Company purchased, on various dates and at various prices, 1,108,092 shares
at a combined cost of £1,425,000 including £6,000 transaction costs, bringing the total number of shares purchased
since the resolution to 2,368,626 at a combined cost of £3,394,000. The shares were purchased at an average price of
133.17pence per ordinary share.
On 12July 2024 the Board of the Company passed a resolution to cancel all of its 2,368,626 ordinary shares of 0.5 p
each held in treasury. The cancellation took place on the same date. The cancellation is reflected in the statement of
financial position as a reduction in share capital and retained earnings.
The treasury shares had no voting or dividend rights.
Share premium
Share premium reserve is the cumulative value of the excess received for shares above their nominal value.
Capital redemption reserve
The capital redemption reserve is a statutory, non-distributable reserve into which amounts are transferred following
the purchase and cancellation of the Company’s own shares.
Other reserves
The Company’s other reserves include the share-based payment reserve on equity settled schemes £3,243,000
(2023:£2,673,000). This relates to the fair value of options granted to employees of Group undertakings. The
share-based payment reserve is generally distributable.
12 Shared-based payments
Please refer to note22 of the Group’s financial statements.
MEGroup plc Annual Report 2024
193
13 Lease liabilities
The Company has lease liabilities of £1,160,000 (2023 £1,635,000).
The key quantitative information regarding the lease portfolio is shown below:
As at 31October 2024
Site
agreements Property Motor vehicles
Number of lease agreements 1 1 122
Average lease term (months) 80 113 41
Average remaining term (months) 5 47 14
As at 31October 2023
Site
agreements Property Motor vehicles
Number of lease agreements 44 1 124
Average lease term (months) 52 113 45
Average remaining term (months) 6 60 21
The maturity profile of lease liabilities is shown below:
Within
one year
£’000
Year 2
£’000
Year 3
£’000
Year 4
£’000
Year 5
£’000
Over
5years
£’000
Total
£’000
At 31October 2024
Leases 700 459 199 149 – – 1,507
At 31October 2023
Leases 709 597 355 162 149 – 1,971
14 Post-employment benefit obligations
The Company runs a defined benefit pension scheme, the Photo-Me InternationalPlc Pension and Life Assurance
Fund. At both the current year and prior year reporting date the scheme was in surplus. In accordance with IFRIC14, the
surplus has not been recognised as an asset in the statement of financial position. Please refer to note24 of the Group
financial statements for details of the scheme.
15 Deferred taxation
Deferred tax comprises:
31October
2024
£’000
31October
2023
£’000
Temporary differences relating to property, plant and equipment 3,065 702
Other short-term temporary differences (19) (30)
3,046 672
The closing balance comprises:
Deferred tax assets (19) (30)
Deferred tax liabilities 3,065 702
3,046 672
The movements in deferred taxation during the period were as follows:
31October
2024
£’000
31October
2023
£’000
Opening balance 672 (948)
Charge/(credit)for the period in income statement 2,374 1,620
Closing balance 3,046 672
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
194
Unrecognised deferred tax assets
The Company has no unrecognised deferred tax assets.
Factors that may affect future tax charges
The UK Corporation Tax rate increased from 19% to 25% with effect from 1April 2023.
16 Trade and other payables
31October
2024
£’000
31October
2023
£’000
Amounts shown as current liabilities
Trade payables 2,041 2,246
Amounts owed to subsidiaries 13,212 9,448
Other taxes and social security costs 317 814
Accruals and deferred income 3,675 3,284
19,245 15,791
17 Capital commitments and contingent liabilities
The Company has no capital commitments or contingent liabilities.
18 Related parties
The following related party transactions took place between the Company and its subsidiaries during the year:
31October
2024
£’000
31October
2023
£’000
Transactions with subsidiaries:
Purchases 63 74
Intercompany fees charged by/(received from) subsidiaries 7,247 5,255
Property, plant and equipment acquired from subsidiaries 7,607 3,189
Dividend income from subsidiaries 31,820 25,000
Balances with subsidiaries:
Amounts owed by subsidiaries 28,017 31,947
Amounts owed to subsidiaries 13,212 9,448
The key management personnel of the Company are its directors, both executive and non-executive. The remuneration
of the directors is borne by subsidiaries of the Company. Details of the directors’ remuneration is provided in note29 of
the Group financial statements.
Directors of the Company control 36.65% of the Ordinary shares of the Company.
19 Subsidiary and associate undertakings
This disclosure is made in accordance with Section409 of the Companies Act2006 and the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008, as amended by the Companies, Partnerships and
Groups (accounts and reports) Regulations 2015. A full list of subsidiary undertakings and associated undertakings
(showing country of incorporation, which is also the main trading location of the company, and the effective percentage
of equity shares held) at 31October 2024 is shown below. Unless indicated otherwise the equity shares held are in the
form of ordinary shares or common stock.
MEGroup plc Annual Report 2024
195
19 Subsidiary and associate undertakings continued
Company name
Principal
Activity
Group
interest Registered office address
Country of
incorporation
UK& Ireland
Jolly Roger (Amusement Rides) Limited In liquidation 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
MgInvest Investments Limited In liquidation 100%* Unit 3B, Blenheim Road, Epsom,KT199AP UK
Me Group International Limited Dormant 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Photo-Me (Retail) Limited In liquidation 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Photo-Me Limited Corporate 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Photo-Me Trustee Company Limited Dormant 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Xpand Investments Limited In liquidation 100% Unit 3B, Blenheim Road, Epsom,KT199AP UK
Me Group Ireland Supplies Limited Operations 100% Unit A4, Alexander House, Tallaght Cross East,
Tallaght, Dublin 24
Republic of
Ireland
Continental Europe
Me Group Austria G.m.b.H. Operations 100% Industriestraße 7/K01 L/10, 2100 Korneuburg Austria
Prontophot Belgium NV Operations 100% Boulevard Paepsem 8a, 1070 Anderlecht Belgium
Me-Group SPC Finland Oy Operations 100% Unit 3B Blenheim Road, Epsom, UNITED
KINGDOM.KT199AP
Finland
KIS SAS Production 100%* 7 Rue Jean-Pierre Timbaud, 38130 Echirolles France
Me Group France Operations 100%* 8 rue Auber 75009, Paris France
Me Group GSS Corporate 100% 8 rue Auber 75009, Paris France
SCI Immobilière du 21 Property 100%* 7 Rue Jean-Pierre Timbaud, 38130 Echirolles France
Dreamaker SARL Operations 100% 80 route des Lucioles 06560 Valbourne France
Me Group Germany G.m.b.H. Operations 100% Gervinusstraße 15-17, 60322 Frankfurt am Main Germany
Me-Group Italia Srl Operations 100% Roma (RM) Via Lovanio 1, CAP00198 Italy
KIS Italia Srl Dormant 100% Milano, Via Tiziano 32, CAP20145 Italy
Prontophot Holland B.V Operations 100% Loonseweg 14, 5527 AC Hapert Netherlands
KIS Poland s.p.z.o.o. Operations 100% ul. Targowa 46/5, 03-733 Warszawa Poland
Me Group Portugal LDA Operations 100% Industrial do Carvalhinho – Fracção K2860-579
MOITA
Portugal
Me Group Spain Solutions Operations 100% 28224 – Pozuelo de Alarcón (Madrid), Calle de
las Dos Castillas, 33, Ático 7
Spain
Me Group Switzerland AG Operations 100% Sonnentalstrasse 5, 8600Dübendorf Switzerland
Asia& ROW
Me Group Australia PtyLtd Operations 100% 4/24 Philip Street, Hawthorne, Queensland 4171 Australia
Now Retail Group PtyLtd Operations 100% Level 9, 123 Albert Street, Brisbane, Queensland
4000
Australia
Photo-Me (Shanghai) Co Limited Operations 100%* Room 1102 Tongyong Tower, No.1346 Gong he
Xin Road, Zha bei District, Shanghai 200070
China
Photo-Me Beijing Co Limited Operations 100%* Room 1124, Ocean Natural Xintiandi, No.106
East Majiapu Road, Fengtai District, Beijing
100000
China
Photo-Me Chengdu Co Limited Dormant 100%* Room 1124, Ocean Natural Xintiandi, No.106
East Majiapu Road, Fengtai District, Beijing
100000
China
ME Group Japan Operations 100% Room 1302, Atlas Tower Roppongi, Roppongi
7-7-13,Minato-Ku, 106 0032
Japan
Photomatico (Singapore) Pte Limited Operations 100% 26 Sin Ming Lane, Singapore 573971 Singapore
KIS Technology Company Limited Dormant 100% P.1003, Ford Thang Long Building, 105 Lang Ha,
Lang Ha Street, Ba Dinh district, Hanoi
Vietnam
Photomaton Maroc SARL Operations 50% 131 Bd D’Anfares Azur Sidi Belyout,/Casablanca Morocco
* Investments in subsidiaries not owned directly by Me Group Internationalplc.
Notes to the Company Financial Statements continued
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
196
The following companies were in liquation at 31October 2024
▪ Jolly Roger (Amusement Rides) Limited;
▪ Photo-Me (Retail) Limited;
▪ Xpand Investments Limited; and
▪ Mginvest Investments Limited.
The results of the Group’s subsidiaries and associates are consolidated for the period ended 31October 2024. Certain
subsidiaries and associates have a different statutory year end, sometimes due to legal requirements in the country
concerned.
The following company is exempt from the requirements of the Companies Act2006 relating to the audit of individual
accounts for the year ended 31October 2024 by virtue of Section479A of the Companies Act2006:
▪ Photo-Me Limited.
20 Events after the statement of financial position date
Please refer to note32 of the Group financial statements.
MEGroup plc Annual Report 2024
197
Term Definition Rationale
Total Revenue Revenue per financial statements. Helps evaluate growth trends and assess
operational performance.
Revenue by
geographic region
Total revenue per the Group’s geographical segments. Helps evaluate growth trends and assess
operational performance by geography.
Vending revenue Revenue earned from machines in operation and excluding
revenue from the sale of equipment, consumables, spare
parts and services. This has previously been referred to as
operating revenue.
Helps understand performance and cash
generation of the vending estate.
Photo.ME vending
revenue
Vending revenue from photobooth units in operation.
Wash.ME vending
revenue
Vending revenue from laundry units in operation.
Print.ME vending
revenue
Vending revenue from digital printing kiosks units in
operation.
Other vending
revenue
Vending revenue from other vending units in operation (food,
children’s rides and photocopiers).
Total revenue from
laundry operations
Wash.ME vending revenue from the operation of laundry
machines plus revenue from the sale of laundry machines
Measures the total revenue contribution of
the Wash.ME segment.
Like-for-like
vending revenue
Vending revenue excluding that earned from machines
installed in the current period.
Excludes the effect of new machine
installations to measure performance of the
existing estate.
Average revenue
per Machine (excl.
VAT)
Vending revenue divided the average number of machines in
operation.
Key measure of the performance of the
vending estate.
EBITDA Profit before tax, depreciation, amortisation, non-operating
income/expense and finance cost and income.
EBITDA is a key profit measure. it shows the
results of normal operations exclusive of
income or charges that are not considered to
represent the underlying operational
performance.
EBITDA Margin EBITDA divided by revenue. Helps evaluate growth trends and assess
operational performance.
Constant currency Current year results translated using the prior year’s foreign
exchange rates.
Statement of financial position items are re-translated at the
prior period closing rates.
Income statement items are re-translated at the prior period
average rates.
Material foreign currencies to the Group are the Euro and
Japanese Yen. Current year figures were re-translated at the
following rates to calculate the constant currency figures:
Euro:
FY23 closing rate for balance sheet items 1.146 FY23 average
rate for income statement items 1.149
Japanese Yen:
FY23 closing rate for balance sheet items 183.15 FY23
average rate for income statement items 171.68
Presenting results of the Group excluding
foreign exchange volatility.
Change excluding
FX impact
Constant currency compared to prior year actuals. Presenting year on year movements
excluding foreign exchange volatility.
Cash generated
from operations
EBITDA less change in net working capital, share-based
payment expense.
Measure of cash generated by the Group
before investing activities and financing
activities.
Net cash Cash and cash equivalents minus bank loans. A key indicator used by management in
assessing operational performance and
financial position strength.
Diluted earnings
per share
Group profit after tax divided by the weighted average
number of shares outstanding during the period plus the
weighted average number of shares that would be issued on
conversion of all the dilutive potential shares into shares.
Shows the impact on earnings per share of all
potential dilutive shares being converted.
Number of units in
operation
The number of active machines in operation at the
reportingdate.
Helps understand the size and growth of the
vending estate.
Laundry units
deployed
Laundry units owned, sold and acquired. Helps evaluate growth trends and assess
operational performance.
Glossary
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
198
Registered in england and wales
Number 735438
Registered Office
Unit 3B
Blenhiem Road
Epsom
KT19 9AP
Tel: 44 (0)1372 453399
Web: https://me-group.com/
e-mail: ir@me-group.com
Auditor
Forvis Mazars
30 Old Bailey
London
EC4M 7AU
Brokers
Berenberg
60 Threadneedle Street
London
EC2R 8HP
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
Bankers
Lloyds Bankplc
25 Gresham Street
London
EC2V 7HN
Santander UKplc
2 Triton Square
Regent’s Place
London
NW1 3AN
Financial Public Relations
Hudson Sandler LLP
25 Charterhouse Square
Barbican
London
EC1M 6AE
Registrars
MUFG Corporate Markets
10th floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Company Information& Advisers
MEGroup plc Annual Report 2024
199
Investor relations website
Investor relations information, including share price, is available through the Company’s website https://me-group.com/
Transfer office and registration services
MUFG Corporate Markets act on behalf of the Company. All shareholder enquiries, notifications of change of address,
dividend mandates, etc. should be referred to them at:
MUFG Corporate Markets
10th floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Tel: 0371 664 0300
Overseas Tel: 0044371664 0391
MUFG Corporate Markets also offer a range of shareholder information online at www.capitashareportal.com
The Register of directors’ interests is maintained at the registered office at Epsom.
Copies of the Annual Report should be requested from:
ME Group Internationalplc
Unit 3B
Blenheim Road
Epsom
KT19 9AP
Tel: 44 (0)1372 453399
E-mail: ir@me-group.com
Web: www.me-group.com
Financial Calendar
Annual General Meeting 25April 2025
Half year results Announcement in July2025
(to 30April 2025)
Full year results Announcement in February2026
(to 31October 2025)
Shareholder Information
FINANCIAL STATEMENTS
MEGroup plc Annual Report 2024
200
MEGroup plc Annual Report 2024
201