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Annual Report
and Accounts 2025
Videndum plc Annual Report and Accounts 2025
Contents
Strategic Report
2025 financial summary 01
About us 02
Market overview 03
Our brands 03
Strategy 04
Chairman’s review 06
Operational and financial review 07
Key Performance Indicators 13
Principal risks and uncertainties 14
Responsible business 20
Task Force on Climate-related
Financial Disclosures report (“TCFD”) 22
Non-Financial and Sustainability
Information Statement 27
Corporate Governance
Compliance statement 28
Board of Directors 30
The role of the Board and Board governance 32
Section 172 statement 37
Board roles and the division of responsibilities 39
Composition, succession and evaluation 41
Nominations Committee report 42
Audit, risk and internal control 46
Audit Committee report 47
Remuneration report 51
Directors’ Remuneration Policy 54
Annual Report on Remuneration 63
Directors’ report 76
Financial Statements
Independent auditors’ report 81
Introduction and table of contents 89
Primary statements 90
Section 1 – Basis of Preparation 95
Section 2 – Results for the Year 99
Section 3 – Operating Assets & Liabilities 113
Section 4 – Capital Structure 126
Section 5 – Other Supporting Notes 137
Company Financial Statements 148
Glossary of Alternative Performance Measures (“APMs”) 156
Five Year Financial Summary 161
Shareholder Information 162
We are a leading global
provider of premium branded
hardware products and
software solutions to the
content creation market.
videndum.com
01
Strategic Report Corporate Governance Financial Statements
Adjusted EBITDA*
£9.0m
Down 53%
2025
2024
2023
£9.0m
£20.1m
£33.8m
Adjusted EBITDA margin*
from continuing operations†
4.0%
2024: 7. 2%
Adjusted basic Loss Per Share*
from continuing operations†
(28.6)p
2024: (17.9)p
Revenue
from continuing operations†
£228.3m
Down 19%
2025
2024
2023
£228.3m
£280.7m
£306.9m
Statutory operating loss
£(53.9)m
2024: £(84.5)m
Basic Loss Per Share
(68.1)p
2024: (155.8)p
Statutory operating margin
(23.6)%
2024: (29.8)%
Net debt*
£142.3m
Up 7%
2025
2024
2023
£142.3m
£133.0m
£128.5m
– Rate of revenue decline moderated
throughout the year; H1 -25%, H2 -8%
(excluding the impact of the 2024 Paris
Olympics) and Q4 -3% lower year-on-year.
– Reduction in adjusted EBITDA* to £9.0 million
driven by lower volumes partly offset by
c.£15 million of cost savings.
– Statutory operating loss of £53.9 million,
includes £24.4 million of depreciation,
amortisation and impairment of assets
(excluding adjusting items), and £38.5 million
of adjusting items.
– £5.3 million adjusted operating cash flow*
despite the adjusted operating loss*.
– Net debt* increased by £9.3 million across
2025 to £142.3 million at 31 December 2025;
interest (£12.2 million), financing fees
(£9.5 million) and restructuring costs
(£9.6 million) partly offset by proceeds from
disposals and the April 2025 equity raise.
Key achievements
– £85 million (c.£79 million net) equity raise on
30 March 2026, combined with c.£39 million
of debt equitisation and write-off reduced
net debt* by c.£112 million (after debt
refinancing fees).
– Amimon Israeli business sold in April 2025
with the intellectual property retained;
consumer-orientated JOBY brand sold in
September 2025.
– Continued progress on cost-saving initiatives.
c.£15 million achieved in 2025, with an exit run
rate of c.£19 million. Programme expanded to
deliver a further c.£8 million in 2026.
– c.£15 million reduction in inventory (20%),
slightly ahead of decline in revenue.
– Rejuvenated New Product Introduction
(“NPI”) process, with the successful launch of
22 new product lines, including the Manfrotto
ONE system, ‘new to world’ comprehensive
stability system.
2025 financial summary
† Amimon was sold on 9 April 2025 and is reported as a discontinued operation. Results of discontinued operations can be found in notes 2
and 3.4 to the financial statements. Amimon was not treated as a discontinued operation at FY 2024 results as it was only sold in FY
2025; 2024 results have been restated to treat Amimon as a discontinued operation in FY 2024.
* In addition to statutory reporting, Videndum plc reports Alternative Performance Measures from continuing operations (“APMs”) which
are not defined or specified under the requirements of International Financial Reporting Standards (“IFRS”). The Group uses these
APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact upon
IFRS measures and excluding discontinued operations, to aid the user in understanding the activity taking place across the Group’s
businesses. APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes.
A summary of APMs used and their closest equivalent statutory measures is given in the Glossary.
Videndum plc
02
Annual Report and Accounts 2025
Costa Rica
Germany
Singapore
China
Japan
UK
(see detail)
US
Italy
About us
We design and manufacture
a portfolio of market-leading, premium
brands – from traditional mechanically
engineered products through to
electronics and software.
Our core values
Exceptional product performance
We set the highest standards
of technical performance
Customer focus
We are nothing without our customers
Leading a fast-changing market
We apply our creativity and harness
our diversity to engineer innovative
new products and solutions
Global capability
We share knowledge, pool resources,
test ideas and learn from each other
Transparency, integrity, respect
We hold to the highest professional
and corporate standards
Environmental consciousness
We seek to limit our impact on the
environment and create long-term
business sustainability
Group head office
Manufacturing sites
Procurement centre
R&D sites
Distribution sites
Read more online at
videndum.com/about-us
100+
Countries in which
we make sales
c.1,250
Global employees
2025 revenue by location of customer
North America: 43%
Europe: 37%
APAC: 16%
Rest of world: 4%
– R&D centres in
Italy, the UK and US.
– Asian Procurement Centre
in Shenzhen, China.
– During the year we have
consolidated operations
in Asia Pacific and Europe.
– During the year, we closed two
UK facilities and consolidated
operations into our sites in Feltre,
Italy and Cartago, Costa Rica.
Bury
St Edmunds
West Byfleet
& Sunbury
Twickenham
03
Strategic Report Corporate Governance Financial Statements
A
Market overview
Read more online at
videndum.com/about-us/our-brands
Videndum is a leading global provider of
premium branded hardware products and
software solutions to the content
creation market.
Our product portfolio includes camera
supports, video transmission systems and
monitors, live streaming solutions, robotic
camera systems, prompters, LED lighting,
mobile power, bags, backgrounds, audio
capture and noise reduction equipment.
Our brands
Our brands are leaders in the niche
markets we serve, in terms of premium
products, technology innovation
and/or market share.
Videndum plc
04
Annual Report and Accounts 2025
Strategy
01
Drive new product
innovation in key
categories.
Videndum is focused on improving the
rate of new product innovation in order
to stimulate market growth and is
consolidating diverse R&D activities while
strengthening the Group’s R&D function.
The roadmap centres on:
Supports:
Videndum is strengthening its leadership
in professional camera supports through
continued innovation across Manfrotto,
Gitzo, Vinten, Sachtler and OConnor.
Current development focuses on lighter-
weight, higher-rigidity materials, improved
ergonomics and faster deployment in the
field, alongside enhancements in smoothness,
payload capacity and durability. Recent
updates include refinements to Flowtech
and aktiv tripod systems, new carbon-fibre
architectures, upgraded fluid-head designs
and the Manfrotto ONE hybrid tripod.
Wireless and monitoring:
Videndum has reiterated a focus on delivering
innovative new products, and retained the
Amimon intellectual property, underpinning
continued development of zero-delay 4K
HDR wireless within Teradek and tight
integration with SmallHD monitoring.
Recent updates include 6GHz (U-NII-5)
support in Teradek’s Ranger line and ongoing
expansion of Teradek Core for IP/cloud-based
contribution and device control. SmallHD
also extended its 4K/HDR portfolio with
the Quantum 27 OLED reference monitor
in July 2025, reinforcing leadership from
on-camera to production-grade displays.
Broadcast prompting/automation:
Videndum continues to advance studio
automation through Vinten VEGA, a
next-generation robotic control platform
that adds AI-driven presenter tracking,
broader device control and an upgraded
user interface; Autoscript is expanding
software-led innovation with WinPlus-
IP Voice, enabling hands-free, speech-
driven prompting and deeper IP-workflow
integration. These releases position Videndum
to lead upgrade and automation cycles
across studios and Outside Broadcast.
These programmes are intended to
reinforce Videndum’s differentiation at
the premium end – near-zero latency
wireless performance, robust IP control
and monitor ecosystem depth in Cine;
robotics/automation and software-led
prompting in Broadcast; and sustainable,
silent power – and seek to stimulate
replacement and upgrade cycles (for example,
6 GHz adoption and IP/cloud transitions),
supporting price integrity and share resilience
against lower-priced alternatives.
Videndum also intends to exploit Assistive
AI, including expert systems and workflow
automation tools that support and augment
human decision-making and processes.
02
Expand revenue
and margins
through reduction in
product, material and
semi-finished goods
costs, portfolio
simplification and
improved operational
efficiency.
Management is executing a structured
programme which seeks to improve gross
margins and reduce overheads, including
value-engineering and sourcing initiatives,
tighter discounting and site rationalisation,
with a particular focus on product cost
reduction and revenue growth. The Group
is reducing complexity across the product
range, simplifying product ranges and
focusing manufacturing, sourcing and
inventory on core, scalable products. The
Company delivered c.£15 million of in-
year savings in FY 2025 (approximately
£6 million delivered in H1) with an
annualised exit run-rate of c.£19 million.
From 1 January 2026, Videndum has
simplified its organisation by moving from
three Divisions to two and is progressing
footprint actions including the transfer of
manufacturing from Bury St Edmunds, UK
to Feltre, Italy and Cartago, Costa Rica.
Videndum has also reduced headcount from
c.1,500 to approximately 1,250 during 2025.
Further optimisation includes the closure of
our Australia operations, transitioning to a
third-party distribution model that will be
fulfilled from our China and EU warehouses,
and the closure of the Ashby-de-la-Zouch
site, with manufacturing outsourced or
moved to Feltre, Italy and storage to Bury
St Edmunds, UK, alongside simplification of
operations in China to lower the cost base.
These actions are intended to streamline
operations, reduce overheads and support
margin restoration as volumes normalise.
05
Strategic Report Corporate Governance Financial Statements
03
Sharpen focus
on professional
content-creation.
Videndum is concentrating resources on
higher-value professional workflows and
has exited or disposed of non-core activities,
aligning the portfolio to core professional
segments and aiding deleveraging.
04
Strengthen
go-to-market and
geographic reach.
The Group is reinforcing channel
management, pricing discipline and product-
mix optimisation, and leveraging its global
distribution infrastructure and direct
e-commerce to improve inventory turns,
working capital and profitability as demand
normalises across Cine and Scripted TV and
ICC. The Group is increasing investment in
marketing (particularly digital marketing)
and is also seeking expansion in Asia.
The cost impact of elevated US tariffs has
been largely passed through and pricing
discipline has improved via lower discounting
and improved coordination of promotional
spending; with end-user demand in the
US running ahead of distributor orders (as
importers delayed purchases during tariff
uncertainty). To support service levels as
orders rebuild, the Group has positioned
long-lead components to respond rapidly.
Videndum continues to leverage its global
distribution and systems-integrator
network, and a sharpened focus on key
professional customers and channels
following portfolio simplification, with the
aim of improving inventory turns, working
capital and profitability as trading is expected
to stabilise in Cine and Scripted TV and
professional ICC. The Company reported
stronger order intake, particularly in the
US, and an order book up approximately
20% year-on-year as at 31 December 2025,
consistent with a gradual normalisation
of channel purchasing. The sale of the
consumer-oriented JOBY brand in September
2025 further concentrates resources on
core professional routes to market.
05
Enhance financial
discipline and deliver
the balance sheet.
Videndum is embedding a focus on cash, costs
and liquidity as a core pillar of its financial
strategy. The Group is maintaining strict
control over operating costs and discretionary
spend, with liquidity management treated as
a core operational KPI alongside profitability.
Working capital optimisation, particularly
inventory reduction, has become a key focus
area. Management is driving further inventory
improvements through SKU rationalisation,
improved sales and operational planning and
tighter purchasing controls. These actions
are designed to improve cash conversion,
underpin liquidity and release working
capital that can be used to accelerate
debt reduction. The Group achieved an
inventory reduction of c.£15 million during
the financial year ended 31 December 2025.
Portfolio simplification has supported
deleveraging through the sale of Amimon
and the disposal of the JOBY brand,
coupled with the cost-out and footprint
optimisation programme to rebuild cash
generation. In parallel, dividend payments
remain suspended as an additional near-
term cash-preservation measure.
Management also notes that, with
restructuring largely in place and tariff costs
mostly passed through, any improvement in
revenue should drop through to operating
profit at a significant rate. These measures
are intended to support near-term
cash flow and balance-sheet repair.
Videndum plc
06
Annual Report and Accounts 2025
Chairman’s review
On 30 March 2026, the Group completed
an equity raise of £85 million as part
of a comprehensive refinancing,
representing an important step in
strengthening Videndum’s financial
position and putting the business on
a good footing for the future.
Comprehensive refinancing
On 30 March 2026, the Group raised
£85.0 million (net £78.9 million) from a Firm
Placing (96%), Placing and Open Offer (4%) at
on Offer Price of 270 pence per New Ordinary
Share (equivalent to a pre-Consolidation
issue price of 1.35 pence per ordinary share).
The equity raise was upsized from £70.0 million
to £85.0 million following significant demand
from institutional investors.
Alongside the equity raise there was
£23.0 million equitisation of the
previous Multicurrency Revolving Credit
Facility (“RCF”) debt by Polus Capital
in exchange for new equity, and the
write-off and release of £15.8 million of
the previous RCF debt by the lenders.
The associated costs of the refinancing over the
last fifteen months totalled over £25 million;
no further costs are anticipated.
The combination of these actions was to
reduce 31 December 2025 pro forma net debt*
by £111.7 million (after debt refinancing fees)
to £30.6 million, which includes £25.2 million
of finance leases. This refinancing secures a
stable and sustainable financial capital
structure for the Group.
Our focus remains on delivering innovative
new products with 22 launched in 2025
compared with seven in 2024 and six in 2023.
We successfully launched the Manfrotto
ONE system in June 2025 as part of a ‘new
to world’ comprehensive stability system.
The Group has identified and is responding to
developments in artificial intelligence (“AI”).
Assistive AI technologies present significant
opportunities to enhance production
workflows and efficiency, and Videndum’s NPI
programmes remain focused on supporting
our end-customers through innovation.
Recent product launches incorporating AI
capabilities include Vinten VEGA, which
uses AI within its control platform to
enable subject tracking, and Autoscript
Voice, a prompting tool featuring speech
recognition. The Group continues to monitor
developments in generative AI, which may
present a medium-term risk to certain areas
of content creation, although significant legal
and regulatory barriers currently remain.
Outlook
For FY 2026, the Board expects good revenue
growth, supported by the introduction of
new products in both FY 2025 and FY 2026.
Videndum remains focused on driving
sustainable growth. Looking to the
medium term, we expect to deliver
revenue in excess of £350 million, together
with a mid-teens adjusted EBITDA*
margin. This outlook is underpinned
by ongoing operational efficiencies,
disciplined cost reduction initiatives and
the continued contribution from NPI.
Stephen Harris
Chairman
31 March 2026
Market overview
2025 was another tough year for trading.
Amongst the challenges, the US tariffs
announced on 2 April 2025 meant
that the US was hit particularly hard.
Subsequent reductions in tariffs in H2
helped to reduce the impact on demand
but significant uncertainty still remained.
The impact of the tariffs has been an
increase in the end-user prices as well as
increased costs borne by Videndum. We
took actions to mitigate those effects
by relocating both manufacturing and
sourcing of some material and components
to reduce the tariff costs incurred.
Following the Supreme Court of the United
States (“SCOTUS”) ruling that the tariffs
imposed under the International Emergency
Economic Powers Act (“IEEPA”) were
unlawful, we have filed for the recovery of
the tariff costs incurred. However, this is
not expected to be recovered in FY 2026.
Management changes and actions
Over the last 18 months, the Board has been
refreshed, and Brian Morgan was recruited
as the permanent CFO in October 2025. The
recruitment of a new CEO is well underway
with the expectation that I will revert to
non-executive Chairman in due course. The
Executive Committee has been strengthened
with the addition of a Chief People Officer
and a Managing Director of Asia, and now has
more oversight and control of the operations
of the business. Furthermore, we have
recruited professionals into our procurement,
operations and product innovation teams.
A number of restructuring and cost-
saving actions were disclosed at the FY
2024 results and actioned largely in H1
2025; including headcount reductions
associated with reducing Divisional
management and regional head office
structures, as well as the relocation of
assembly and manufacturing from the UK
Bury St Edmunds site to the Feltre site in
Northern Italy and Cartago, Costa Rica.
In 2025, the business announced further
restructuring activities to manage liquidity
and improve the future cost base of the
business. The most significant of these
included the planned closure of the UK
Ashby-de-la-Zouch site with manufacturing
outsourced or moved to Feltre and storage to
Bury St Edmunds. Other initiatives will lead
to a simplification of operations in China,
the exit of the Australian distribution hub
and reduction of engineering resource in the
United States. The previously announced cost
savings of c.£15 million in 2025 were achieved,
with a further c.£8 million expected in 2026.
Stephen Harris
Chairman
07
Strategic Report Corporate Governance Financial Statements
Operational and financial review
Group results
The numbers below are presented on a continuing basis unless otherwise stated. Amimon was
sold on 9 April 2025 and is reported as a discontinued operation. Amimon was not treated as a
discontinued operation at FY 2024 results and the FY 2024 results have now been restated to
treat Amimon as a discontinued operation in FY 2024. Results of discontinued operations can be
found in notes 2 and 3.4 to the financial statements.
Adjusted*
Statutory from continuing
and discontinued operations
2025 2024 Change 2025 2024
Revenue** £228.3m £280.7m (19)% £228.8m £283.6m
EBITDA £9.0m £20.1m £(11.1)m n/a n/a
Operating loss £(15.4)m £(18.2)m £2.8m £(53.9)m £(84.5)m
Loss before tax £(31.5)m £(25.0)m £(6.5)m £(66.8)m £(103.4)m
Loss per share (28.6)p (17.9)p (10.7)p (68.1)p (155.8)p
* Before adjusting operating items of £38.5 million (2024: £66.3 million).
** Amimon was not treated as a discontinued operation at FY 2024 results; 2024 results above have been restated to treat
Amimon as a discontinued operation in FY 2024.
On a reported basis, revenue declined by 19% year-on-year compared to 2024. On a constant
currency basis this was a 16% decrease, and 14% when excluding revenue from the Paris Summer
Olympics in 2024.
Adjusted gross profit margin* rose to 34% in 2025 (2024: 33%), mainly due to the £13.1 million of
one-off charges in 2024 (higher than the £2.4 million in 2025), primarily relating to one-off
inventory provision charges in 2024 and asset impairments in 2025. Excluding these one-off
charges in both years, the adjusted gross profit margin* fell from 38% to 35%, primarily due to
lower volumes.
Adjusted operating expenses* decreased by £15.9 million to £96.5 million (2024: £112.4 million).
£1.9 million due to one-off charges, primarily in relation to asset impairments, in 2025 being lower
than those in 2024 (£3.3 million in 2025 compared to £5.2 million in 2024), with the remaining
£14.0 million primarily due to the year-on-year restructuring cost savings.
Adjusted EBITDA reduced by £11.1 million, driven by the £52.4 million lower revenue. Increased
losses from lower volumes were partly offset by the c.£15 million of cost savings, and £3.1 million
higher adjusted other income* (litigation settlement and Employee Retention Credits (“ERC”) in
relation to COVID-19).
Adjusted operating loss* of £15.4 million (2024: £18.2 million loss) includes depreciation and
amortisation costs of £18.7 million (2024: £20.0 million), and one-off charges not included within
adjusted EBITDA*, including impairment of assets, of £5.7 million (2024: £18.3 million).
Net finance expense of £16.1 million was £9.3 million higher than in 2024 (£6.8 million). This was
mainly the result of gross borrowings being c.19% higher through the period combined with
increased margins due to the higher leverage. Lower FX gains and higher amortisation of fees
were also a factor.
Adjusted loss before tax* was £31.5 million compared to a £25.0 million loss in 2024.
Brian Morgan
Chief Financial Officer
Videndum plc
08
Annual Report and Accounts 2025
Operational and financial review continued
“ Significant
restructuring
actions have
been taken with
c.£15 million
of savings in 2025.”
Statutory loss before tax from continuing and discontinued operations of £66.8 million (2024:
£103.4 million loss) included adjusting items from continuing operations of £38.5 million (2024:
£66.3 million) and a £3.2 million profit from discontinued operations including profit on disposal
(2024: £12.1 million loss). The largest line within adjusting items was the impairment of assets
(£26.1 million), which primarily related to the impairment of acquired intangibles in businesses
that have not been performing in line with expectations – see “Adjusting items” section for
further detail.
The Group’s effective tax rate (“ETR”) was a 9% credit on the £31.5 million adjusted loss before
tax* (2024: 32% credit on the £25.0 million loss before tax*). Statutory ETR from continuing and
discontinued operations was a 3% debit on the £66.8 million loss (2024: 42% debit on the £103.4
million loss before tax).
Adjusted basic loss per share* was 28.6 pence (2024: 17.9 pence loss per share). Statutory basic
loss per share from continuing and discontinued operations was 68.1 pence (2024: 155.8 pence
loss per share).
Division results
VMS
Adjusted*
Statutory from continuing and
discontinued operations
2025 2024 Change 2025 2024
External revenue £108.5m £132.7m (18)% £108.5m £132.7m
EBITDA £11.2m £12.8m £(1.6)m n/a n/a
Operating profit/(loss) £2.9m £(6.9)m £9.8m £(26.8)m £(33.3)m
* Before adjusting items of £29.7 million loss (2024: £26.4 million loss).
Revenue was 18% lower than in 2024. The US tariffs created market uncertainty and caution
from our distributors. Manfrotto ONE was launched to positive feedback but full production
capability was not in place until 2026, thus revenues were not significant in 2025.
Significant restructuring actions have been taken with c.£9.0 million of savings versus 2024.
Adjusted EBITDA* was £1.6 million lower than in 2024, primarily reflecting adverse operating
leverage on the 18% revenue decline, largely offset by the restructuring actions.
Statutory operating loss was £26.8 million (2024: £33.3 million loss) which reflects £29.7 million
of adjusting items from continuing operations (2024: £26.4 million loss).
VPS
Adjusted* Statutory
2025 2024 Change 2025 2024
External revenue £72.7m £90.7m (20)% £72.7m £90.7m
EBITDA £1.6m £13.6m £(12.0)m n/a n/a
Operating (loss)/profit £(10.5)m £1.6m £(12.1)m £(13.4)m £(34.4)m
* Before adjusting items of £2.9 million loss (2024: £36.0 million loss).
Revenue was 20% lower than in 2024, which benefited from the 2024 Paris Summer Olympics.
Excluding the Olympics, revenue was 12% lower than in 2024, which was in part due to 2024
benefiting from an opening large backorder for Flowtech tripods and systems, as well as
hedging gains.
Significant restructuring actions have been taken with c.£3.5 million of savings versus 2024.
Adjusted EBITDA* was £12.0 million lower than in 2024, primarily reflecting adverse operating
leverage on the 20% revenue decline, partly offset by the restructuring actions.
Statutory operating loss was £13.4 million (2024: £34.4 million loss) which reflects £2.9 million of
adjusting items (2024: £36.0 million).
09
Strategic Report Corporate Governance Financial Statements
VCS
Adjusted*
Statutory from continuing
and discontinued operations
2025 2024 Change 2025 2024
External revenue** £47.1m £57.3m (18)% £47.6m £60.2m
EBITDA £7.5m £6.9m £0.6m n/a n/a
Operating profit £3.6m £0.5m £3.1m £3.3m £0.2m
* Before adjusting items from continuing operations of £0.3 million (2024: £0.3 million).
** Amimon was not treated as a discontinued operation at FY 2024 results; 2024 results above have been restated to treat
Amimon as a discontinued operation in FY 2024.
Revenue was 18% lower than in 2024. US tariffs created uncertainty in 2025, whilst 2024 benefited
from a post-strike false dawn, and also entered the year with a significant order backlog.
Restructuring actions have been taken with c.£1.5 million of savings versus 2024. Adjusted
EBITDA* was £0.6 million higher, primarily reflecting £3.5 million higher adjusted other income*
and cost savings from restructuring actions, partly offset by adverse operating leverage on the
18% revenue decline.
Statutory operating profit was £3.3 million (2024: £0.2 million) which reflects £0.3 million of
adjusting items from continuing operations (2024: £0.3 million).
Corporate costs
Corporate costs include payroll and bonus costs for the Executive Directors and the head office
team, professional fees, property costs, and travel costs. They also include charges relating to the
Long Term Incentive Plan (“LTIP”) and Restricted Share Plan (“RSP”) used to incentivise and
retain employees across the Group.
Adjusted* Statutory
2025 2024 Change 2025 2024
EBITDA £(11.3)m £(13.2)m £1.9m n/a n/a
Operating (loss) £(11.4)m £(13.4)m £2.0m £(17.0)m £(17.0)m
* For corporate costs, before adjusting items of £5.6 million (2024: £3.6 million).
Corporate costs were lower than those in 2024 due to lower consultancy and audit fees, and
restructuring savings.
“ c.£15 million
reduction in
inventory in 2025.”
Videndum plc
10
Annual Report and Accounts 2025
Operational and financial review continued
Group cash flow and net debt*
Adjusted operating cash flow* of £5.3 million was £11.6 million lower than in 2024 (£16.6 million) primarily due to the £11.1 million lower adjusted EBITDA*.
Free cash outflow* at £23.6 million included interest of £12.2 million, restructuring spend of £9.6 million, and debt amendment fees and refinancing
costs of £9.5 million.
£m 2025 2024 Variance
Statutory operating loss from continuing and discontinued operations (53.9) (84.5) 30.6
Add back discontinued operations statutory operating (profit)/loss – – –
Add back adjusting items from continuing operations 38.5 66.3 (27.8)
Adjusted operating (loss)/profit* (15.4) (18.2) 2.8
One-off charges including impairment of assets 5.7 18.3 (12.6)
Depreciation
1
18.7 20.0 (1.3)
Adjusted EBITDA* 9.0 20.1 (11.1)
Adjusted trade working capital (inc)/dec* 8.1 7.8 0.3
Adjusted non-trade working capital (inc)/dec* (0.4) 2.2 (2.6)
Adjusted provisions inc/(dec)* (1.6) (0.1) (1.5)
Capital expenditure
2
(12.1) (15.4) 3.3
Other
3
2.3 2.0 0.3
Adjusted operating cash flow* 5.3 16.6 (11.3)
Cash conversion* (34)% (91)% 57%pts
Net interest paid (12.2) (10.1) (2.1)
Tax received/(paid) 2.7 0.7 2.0
Retention bonuses (0.1) (1.2) 1.1
Restructuring, other adjusting items, and sale of property (9.6) (1.7) (7.9)
Debt amendment fees and refinancing costs (9.5) – (9.5)
Transaction costs (0.2) – (0.2)
Free cash flow* (23.6) 4.3 (27.9)
1 Includes depreciation, and amortisation of purchased software and capitalised development costs.
2 Purchase of Property, Plant & Equipment (“PP&E”) and capitalisation of software and development costs.
3 Includes share-based payments charge (excluding retention) and other reconciling items to adjusted operating cash flow.*
Adjusted trade working capital* decreased by £8.1 million in 2025. This movement primarily reflects a £15.4 million decrease in inventories; partially
offset by a £6.5 million increase in trade receivables, due to the wind down of the receivables factoring facility across the year (£8.3 million at
31 December 2024); and a £0.8 million decrease in trade payables.
Capital expenditure of £12.1 million (2024: £15.4 million) included:
– £7.2 million of PP&E compared with £7.8 million in 2024;
– £4.9 million capitalisation of development costs (2024: £7.3 million) and software of £nil (2024: £0.3 million). Gross R&D was lower than in 2024,
reflecting the targeting of investment and restructuring actions to right size operations. Gross R&D as percentage of revenue was consistent
year-on-year at 7%.
£m 2025 2024 Variance
Gross R&D 15.4 18.7 (3.3)
Capitalised (4.9) ( 7. 3) 2.4
Amortisation and impairment losses 8.4 10.1 (1.7)
Income Statement impact 18.9 21.5 (2.6)
11
Strategic Report Corporate Governance Financial Statements
Net interest paid of £12.2 million was £2.1 million higher than in 2024, reflecting the rise in interest expense compared to the prior period. Net tax
receipts of £2.7 million included receipt of a £3.2 million refund from HMRC related to the historic EU State Aid claim.
December 2024 closing net debt* (£m) (133.0)
Free cash flow from continuing operations* (23.6)
Net cash used in operating activities from discontinued operations (3.9)
Movement in loan fees, net of amortisation 3.0
Net proceeds from equity raise 7.5
Employee incentive shares (0.3)
Net disposal proceeds 7.3
Net lease additions (0.9)
FX 1.6
December 2025 closing net debt* (£m) (142.3)
Net debt* at 31 December 2025 of £142.3 million was £9.3 million higher than at 31 December 2024 (£133.0 million).
Prior to its disposal, operating cash outflow from the Amimon business was £3.9 million including settlement of a £2.5 million payable to secure the
intellectual property that was subsequently transferred to Teradek. Net disposal proceeds of £2.1 million were received after deducting cash
included in the sale of £0.5 million. In addition, the Company sold its consumer-orientated JOBY brand in September 2025 for £5.2 million.
On 30 April 2025, the Company issued 9,412,663 new ordinary shares at an issue price per share of 85 pence, a premium to the prevailing share price,
generating gross proceeds of £8.0 million and, after expenses, net proceeds of £7.5 million.
The £1.6 million favourable impact from FX arose following the weakening of the US Dollar against Sterling across 2025.
Liquidity at 31 December 2025 totalled £14.2 million, comprising £3.2 million unutilised RCF and net cash of £11.0 million.
Borrowing facilities and financial position at 31 December 2025
On 31 December 2025, the Group had a committed £146.1 million RCF with a syndicate of lenders, which was capped at £135.1 million of which 98%
was utilised.
Following the equity raise on 30 March 2026, the Group completed refinancing its debt. The new Group facilities total £60.0 million: a three-year
£31.5 million Senior Term Loan (tranche A); a two-year £13.5 million Senior Term Loan (tranche B); and a new three-year £15.0 million Super Senior RCF.
A monthly minimum liquidity of £5.0 million exists throughout the terms, and leverage and interest cover covenants are reintroduced from 31 March
2028. For further detail, see note 4.1 to the financial statements.
Adjusting items from continuing operations
£m 2025 2024
Profit on disposal of brand 3.9 –
Impairment of assets (26.1) (51.3)
Amortisation of intangible assets that are acquired in a business combination (3.2) (3.5)
Restructuring costs (4.1) (11.3)
Acquisition-related charges – (0.2)
Other adjusting items (9.0) –
Adjusting items (38.5) (66.3)
Profit on disposal of brand relates to the sale of the JOBY brand, net of disposal of assets and transaction costs. Further detail on disposal of net
assets and businesses can be found in note 3.5 to the financial statements.
The impairment of assets primarily consists of a £22.9 million impairment of acquired intangibles in businesses that have not been performing in line
with expectations, and a £2.1 million inventory impairment for JOBY.
The amortisation of intangibles reflects amortisation within the VMS Division prior to the impairment at the end of the year.
Restructuring costs reflect Group-wide restructuring projects announced to affected employees in the period, which resulted in a number of
employees leaving in 2025.
Other adjusting items predominantly consist of refinancing costs that are not in relation to the new debt facility, along with the gross loss on the
sale of JOBY-related inventory post-disposal, and other one-off items.
Further detail on adjusting items can be found in note 2.2 to the financial statements.
Videndum plc
12
Annual Report and Accounts 2025
Operational and financial review continued
Discontinued operations
On 9 April 2025 the Group sold its Amimon business for gross cash consideration of £2.6 million, of which £0.8 million was for the sale of shares,
and £1.8 million for entering into an agreement with Teradek LLC, also part of the VCS Division, to grant Amimon a licence to use certain intellectual
property. A profit of £4.8 million arose on disposal after taking into account net assets disposed of £0.1 million (inclusive of £0.5 million of cash),
£0.1 million transaction costs, and the previously recorded foreign exchange gain of £2.4 million that has been recycled to the profit on disposal.
Results of discontinued operations can be found in notes 2 and 3.4 to the financial statements.
£m 2025 2024
Revenue 0.5 2.9
Adjusted loss before tax (1.6) (12.1)
Profit on disposal of discontinued operation 4.8 –
Statutory loss before tax 3.2 (12.1)
Going concern and viability
The Board has made appropriate enquiries and consider that the Group has adequate resources to continue in operational existence for the
foreseeable future, being a period of at least 12 months from the date of approval of the financial statements. In making its assessment the Board
considered the future trading and cash flow forecasts over a period of 12 months from the approval date of these Financial Statements (the “going
concern assessment period”) using the FY 2026 budget and future forecasts along with a number of scenarios modelled based on downsides from
the FY 2025 performance. The Board believes that available liquidity will be sufficient to enable the Group to meet its liabilities as they fall due
within the going concern assessment period. As a result of the ongoing challenging market conditions, the Board has also considered events or
conditions that may occur after the end of the defined going concern assessment period.
The Directors acknowledge that risks remain due to ongoing market volatility. While stress-test modelling indicates the Group maintains positive
liquidity throughout the going concern assessment period and the foreseeable future, if the Group does not meet performance expectations there
remains a possibility that a sale, restructuring, or wider reorganisation may need to be considered beyond this period. There is no assurance that
such actions could be undertaken or would be sufficient in the stress-test scenario. As these potential events fall outside the assessment period but
could materially impact the Group, they represent a material uncertainty that may cast significant doubt on the Group’s ability to continue as a
going concern should they arise.
Accordingly, the Directors continue to adopt the going concern basis in preparing the financial statements, with a material uncertainty which may
cast significant doubt over the Company’s ability to continue as a going concern. Further detail on the assessment of going concern can be found
within section 1 “Basis of preparation” of the financial statements.
In accordance with the requirements of the UK Corporate Governance Code, the Directors have assessed the viability of the Group over a three-year
period to December 2028, being the period covered by the Group’s approved strategic plan. This plan is updated annually, in a process led by
management with input from the respective businesses and functions. It includes analysis of product and profit performance, cash flow and
investment programmes. The plan is presented to the Board each year as a part of its annual budgeting process.
The Directors consider this period to be an appropriate time horizon for the strategic plan, being the period over which the Group actively focuses on
its long-term product development and capital expenditure investments. A period beyond December 2028 is considered by the Directors to be too
long, given the uncertainties that exist beyond this time frame. In making their assessment, the Directors have considered the activities and product
offering of the Group in terms of geographies and end markets. The Directors have also considered the Group’s current financial position, including
the recently refinanced and future committed financing facilities, which have been assumed to be refinanced at maturity as required.
A sensitivity analysis has been undertaken, focusing on the impact of the principal risks (detailed below on pages 14 to 19) over the three-year period,
and the availability and likely effectiveness of mitigating actions. The risks have been assessed for their potential impact on the Group’s business
model, future trading and funding structure. The sensitivity analysis has considered a number of scenarios, linked to the risks considered to have the
most significant financial impact. The impact was considered on both liquidity and the borrowing covenants for the periods for which they are
applicable. The scenarios included:
– Failure to successfully commercialise new products and benefit from innovation, leading to minimal revenue growth
– Price inflation for the Group’s key input costs
– Failure to fully deliver on in-flight transformation programmes
Various mitigating actions have been identified so that, should any of these scenarios crystallise, the Group could take action quickly to significantly
reduce costs and cash outflows, as demonstrated during the course of the COVID-19 pandemic in 2020 and more recently as the business has refinanced.
As set out in section 1 “Basis of preparation”, the Directors acknowledge that given the Group’s latest performance there remain risks inherent in the
lack of visibility over the Group’s future sales performance. If the Group trades at the levels modelled in the sensitivity analysis it is likely that a sale,
further restructuring or other fundamental re-organisation of the Group would be required during the three-year period. As such a material
uncertainty was identified.
Notwithstanding the outcome of the sensitivity analysis ,based on the analysis, the Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
13
Strategic Report Corporate Governance Financial Statements
Key Performance Indicators (continuing operations†)
Health and safety: accident record
Number of accidents resulting in greater than three days’ absence.
Performance
2025
2024
2023
1
2
2
Adjusted EBITDA*
Adjusted EBITDA*.
Performance
2025
2024
2023
£9.0m
£20.1m
£33.8m
Adjusted operating cash flow*
Adjusted operating cash flow*.
Performance
2025
2024
2023
£5.3m
£16.6m
£11.6m
Adjusted gross margin*
Adjusted gross profit* divided by adjusted revenue*.
Performance
2025
2024
2023
34%
33%
38%
Adjusted EBITDA margin*
Adjusted EBITDA* divided by adjusted revenue*.
Performance
2025
2024
2023
4.0%
7.2%
11.0%
Net debt*
Net borrowings and lease liabilities.
Performance
2025
2024
2023
£142.3m
£133.0m
£128.5m
Basic earnings per share
Statutory profit after tax* from continuing and discontinued operations,
divided by weighted average number of shares during the period.
Performance
2025
2024
2023
(68.1)p
(155.8)p
(157.5)p
Revenue
Change in revenue.
Performance
2025
2024
2023
(19)%
(8)%
(31)%
Videndum plc
14
Annual Report and Accounts 2025
Overview
To achieve its strategic objectives,
Videndum recognises that it will take
on certain business risks.
The Group aims to take business risks in an
informed and proactive manner, such that
the level of risk after mitigating action is
aligned with the potential business rewards.
Management regularly reviews risk exposures
against current business risk level tolerances.
Videndum aims to be a sustainable
business, minimising its impact upon the
environment, supporting and working to
improve the societies in which it operates
and with a rigorous governance framework
ensuring the longevity of the business and
minimising risks around its operations.
The risk management framework includes
formal risk reviews and risk registers
maintained at Divisional level and for
Group functions (IT, Tax and Treasury,
Central processes).
Our approach is underpinned by a commitment
to fairness and honesty in our relationships with
our customers, suppliers, our people and all
our stakeholders. The Group is risk averse with
respect to risks that could negatively affect
the safety of our employees and products,
our brands or reputation, or risks that could
lead to breaches of laws and regulations.
We have a disciplined financial management
approach and in particular we seek to minimise
the impact of short-term currency fluctuations
on our business. The Group is committed to
full compliance with all statutory obligations
and full disclosure to tax authorities.
To support our strategic priorities, we
have several business objectives which
influence the way in which we proactively
manage risks. These include: being a strong
innovator and investing in research and
development; optimising supply chain
efficiency and operational excellence;
robust HR processes for resourcing and
talent development; and longer-term
identification of acquisition opportunities.
Update since 2024
– The risk relating to “Demand for
Videndum’s products” remains high
due to the challenging macroeconomic
environment, further exacerbated by
the increased tariffs and armed conflicts.
However, we are seeing improving signs;
positive response has been seen towards
the launches of Manfrotto One and Vinten
Versine. The geopolitical environment
remains challenging.
– Innovation is a key driver of future
performance and therefore is captured as
a separate risk. The inability to successfully
launch new products on a timely basis, or
failure to adapt to technological changes
affecting the content creation industry,
would affect performance.
– Generative and Assistive AI are identified
as significant risks and opportunities.
The Company is pursuing developments
of products with AI features. At the same
time, there is a risk that content creation
is disrupted.
– The Going Concern and Treasury risk has
reduced following refinancing.
– Cost pressure remains unchanged.
– The supplier dependency risk remains high
due to lack of readily available, alternative
sources for certain specialised components.
– The recruitment and retention of key
personnel risk remains high due to the
continued pressure linked to restructuring
initiatives and other cost-saving measures.
– The cyber threat remains elevated and is
identified as a standalone risk, in view of
recent high-profile cases, and emerging
threats linked to AI. The Group continues to
strengthen the cyber security framework.
Business Continuity is now identified as a
separate risk.
– The risk relating to restructuring and
disposals continues to be high given the
continued imperative to successfully
execute major change programmes. The
likelihood of an acquisition is very low in the
short term, so the risk is correspondingly
low. We have therefore removed this risk.
– Climate change is no longer identified
as a principal risk. This is due to business
continuity plans mitigating the impact of
climate change; in addition, the introduction
of carbon taxes has not yet materialised.
– Laws & Regulations. The main risk of
non-compliance has decreased and is
no longer identified as a principal risk,
as we do not foresee any major litigation
or compliance issues.
– Protection of Intellectual Property is
identified as a new principal risk, due to
potential difficulties to enforce legally.
– Reputation risk is no longer identified as
a principal risk. The Company has not
experienced any significant product quality
issues and there is less external scrutiny on
ESG matters.
The issue of tariffs is evolving continually and
affects several principal risks (demand for
Videndum products, cost pressure, supply
chain). We continue to monitor developments
in this area and have developed several
mitigation strategies. Videndum will pursue
retrospective claims available following the
Supreme Court’s recent invalidation of several
tariff programmes.
The Group has an established framework
for reviewing and assessing risks and has
appropriate processes and procedures to
mitigate against them.
Principal risks and uncertainties
1
6
11
5
8
4
7
12
13
10
3
2
9
15
Strategic Report Corporate Governance Financial Statements
Principal risks
Position at Reporting Date
Low High
Low High
Strategic
Financial
Operational and
compliance
Key
Likelihood
Impact
Key Increased Stable Reduced
1. Demand for Videndum’s products
2. Innovation
NEW
3. Generative Artificial Intelligence (“AI”)
NEW
4. Assistive Artificial Intelligence (“AI”)
NEW
5. Cost pressure
6. Dependence on key suppliers
7. Dependence on key channel partners
8. Key personnel
9. Protection of intellectual property
NEW
10. Going concern and treasury
11. Business continuity
12. Cyber security
13. Restructuring and disposals
All risks are measured in terms of their financial impact. The categorisation above is based on risk type.
Videndum plc
16
Annual Report and Accounts 2025
Principal risk Mitigation Strategic priority*
1. Demand for Videndum’s products
The risk relating to “Demand for Videndum’s products” remains
high due to challenging macroeconomic conditions.
Geopolitical issues including increased trade barriers, armed
conflicts and tariffs between countries increases the risk of
a global recession.
Global recessionary and inflationary pressures have reduced
consumers’ disposable income and impacted demand for
consumer-oriented products.
Demand for Videndum products is also impacted by rapid
changes in the content creation industry, and the Group’s ability
to remain competitive.
– Close monitoring of target markets and
user requirements.
– Continued emphasis on innovation and
New Product Introduction.
– Plans to improve penetration of key Asia markets
(China, South Korea, South-East Asia) – with a
dedicated team serving those territories.
– Close relationships maintained with key customers.
1
2
3
4
2. Innovation – NEW RISK
Innovation is a critical pillar of Videndum’s future performance.
If the Group is not able to continue to develop innovative new
products or fails to understand customer preferences and/or fails to
adapt to technological change, including artificial intelligence (“AI”),
its customers may turn to other producers in order to meet their
evolving requirements, which may adversely affect the Group’s
business, financial condition, results of operations and prospects.
– Targeted investment in high-growth areas such as
virtual production, and intelligent imaging or other
AI opportunities.
– Increased focus on methodology and improving the
efficiency of development which may involve
relocating engineering and development activity.
1
3. Generative Artificial Intelligence (“AI”) – NEW RISK
The Group is exposed to risks and opportunities arising from the
development and adoption of AI. Generative AI can create images,
video or other content without using a physical subject matter or
actor. This may affect the Group’s end-markets and operations.
The increasing use of Generative AI tools in the film and production
process (e.g., script development, visual effects generation, voice
synthesis, and image creation) may lead to a risk to Videndum’s
products. This is a risk to certain markets in which we operate.
– Careful monitoring of the impact of Generative AI
and the resultant impact on Videndum’s strategy.
1
4. Assistive Artificial Intelligence (“AI”) – NEW RISK
Assistive AI, including expert systems and workflow automation
tools that support and augment human decision-making and
processes, may affect the Group’s end-markets and operations.
The increasing use and availability of assistive AI may drive
changes in the content creation industry and create new customer
requirements. This form of AI represents a significant opportunity
for the Group.
– Our innovation programmes support content
creators, while new products improve automation
and reduce broadcasting costs, e.g. AI prompters
and robotics.
1
Principal risks and uncertainties continued
* Our core Strategic priorities are 1. Drive new product innovation in key categories 2. Expand revenue and margins through reduction in product, material and semi-finished goods cost, portfolio
simplification and improved operational efficiency 3. Sharpen focus on professional content-creation 4. Strengthen go-to market and geographical reach 5. Enhance financial discipline and
deliver the balance sheet.
17
Strategic Report Corporate Governance Financial Statements
Principal risk Mitigation Strategic priority*
5. Cost pressure
Cost pressure remains unchanged since prior year. The impact of
increased tariffs was mitigated mainly through sales price
increases, and by implementing tariff relief schemes.
Considering geopolitical uncertainty, in particular the conflict in
the Middle-East, we monitor closely the impact this may have on
energy costs and cost of logistics.
– Tariff mitigation programme in place, which included
implementation of various relief schemes such as first
sale rule, comprehensive review of tariff codes, and
implementation of price increases to offset the
impact of tariffs.
– Pricing, and the ability to pass on any additional
costs, are carefully monitored.
– The closure of our manufacturing operations in Bury
St Edmunds, UK, moving these to our existing sites in
Feltre, Italy and Cartago, Costa Rica.
– Careful monitoring of all costs versus budgets with
production and sourcing activities continually
reviewed for cost-saving opportunities.
– Key supplier agreements regularly retendered to
achieve optimal value.
– Labour efficiency improvements through initiatives
such as Lean Principles.
– Salaries and benefits are regularly benchmarked.
– Reduced reliance on direct energy consumption
through installation of solar panels and other
energy-saving measures.
2
5
6. Dependence on key suppliers
We source materials and components from many suppliers in
various locations and in some instances are more dependent on
a limited number of suppliers for particular items.
If any of these suppliers or subcontractors fail to meet the Group’s
requirements, we may not have readily available alternatives,
thereby impacting our ability to provide an appropriate level of
customer service.
The risk is exacerbated by the lack of readily available alternative
sources for certain specialist components (e.g. semi-conductors).
The risk is further exacerbated by geopolitical tensions and
increased trade barriers and tariffs.
– Where possible, dual sourcing is in place for all
materials and components, using suppliers in
different territories.
– Monitoring of service levels against pre-defined KPIs.
Strong relationships are maintained.
– In-sourcing opportunities have been identified to
improve margins and reduce key supplier dependencies.
– Maintenance of buffer stock for the most significant
dependencies, to mitigate the impact of supply
chain issues.
– Formalised Sales and Operations Planning (“S&OP”)
in place, which enables us to anticipate requirements
for raw materials and other components.
– Business interruption insurance (within deductible
limits) provides coverage for named key suppliers.
2
5
Key Increased Stable Reduced
Videndum plc
18
Annual Report and Accounts 2025
Principal risk Mitigation Strategic priority*
7. Dependence on channel partners
While the Group has a wide customer base, it is dependent
on a number of distribution channels for our products to reach
end users.
The loss of a key channel partner, or a significant worsening in their
success or financial performance, could result in a material impact
on the Group’s results.
Videndum’s largest channel partner accounted for more than 10%
of the Group’s total turnover in 2025.
– Development of strong relationships and dedicated
account management teams for key channel partners.
– Strict monitoring of discount levels.
– Continuous monitoring of receivable balances,
credit balances implemented for a portion of the
receivable balances.
– Videndum has developed its own e-commerce channels.
4
8. Recruitment and retention of key personnel
The Group depends on the recruitment and retention of qualified
personnel, and its failure to attract and retain such personnel
could reduce the Group’s ability to deliver its strategy.
– Increased change management activities and
employee engagement are implemented as part of
the restructuring programmes.
– Increased focus on filling any approved vacancies to
reduce burden on management.
– Attrition rates are carefully monitored and escalated.
– Employees’ health and safety is taken very seriously
and risks and issues are carefully monitored.
– Employees are rewarded fairly with competitive
remuneration packages. The Group is currently
working to harmonise and improve consistency of
remuneration and benefits across the Group.
9. Protection of intellectual property – NEW RISK
Failure to adequately protect or effectively enforce intellectual
property rights could have an adverse effect on the Group.
Videndum operates in a highly competitive global technology
market where product design, innovation, and brand strength are
critical differentiators. These are difficult to protect and enforce.
There is an increased risk of infringement by low-cost competitors
and exposure to disruptive technologies.
– Continual review and legal enforcement of patents,
trademarks, copyrights, and design rights.
– Refresh of product ranges and investment in higher
technology segments to reduce exposure to imitation
of legacy products.
– Use of external expertise the support IP filings, global
enforcement and dispute management.
10. Going concern and treasury
The risk relating to going concern and treasury (funding, foreign
exchange, and interest rates) has reduced due to refinancing
however the material uncertainty remains in place in the
Annual Report.
The global nature of the Group’s business means it is exposed to
volatility in currency exchange rates in respect of foreign currency
denominated transactions, and the translation of net assets and
income statements of foreign subsidiaries and equity accounted
investments. The Group is exposed to several foreign currencies,
the most significant being the US Dollar, Euro and Japanese Yen.
– Several contingency plans have been identified,
to further reduce cost if that becomes necessary.
Careful monitoring of cost.
– Use of appropriate hedging activities on forecast
foreign exchange net exposures.
– Overseas investments partly financed using foreign
currency borrowings to provide a net investment
hedge over the foreign currency risk that arises
on translation.
– Increased focus on reducing working capital and
rightsizing inventory for a reduced activity level.
5
Principal risks and uncertainties continued
19
Strategic Report Corporate Governance Financial Statements
Key Increased Stable Reduced
Principal risk Mitigation Strategic priority*
11. Business continuity planning
There are risks relating to business continuity resulting from specific
events such as natural disasters including earthquakes, floods, fires,
or pandemic flu, and climate change-induced disasters.
These may impact our manufacturing plants or supply chain,
particularly where these account for a significant amount of our
trading activity.
We are also dependent on our IT platforms continuing to work
effectively to support our business.
This risk is shown independently of cyber and is therefore reduced.
– A business continuity and disaster recovery planning
policy is in place.
– We have global insurances in place which provide
cover for certain business interruption events. We
review coverage annually to determine whether
adjustments are needed. We have increased the
indemnity period to 18 months for several sites.
12. Cyber security
Increasing exposure to cyber-attacks, data breaches, and IT
system vulnerabilities that could disrupt operations, compromise
sensitive data, damage reputation, and lead to regulatory or
financial consequences.
– IT security controls continually improved through
upgrading end-point protection, firewall, and
monitoring activities.
– We have an online cyber awareness training
programme in place. This also includes regular
phishing simulation.
13. Restructuring and disposals
Corporate strategic or restructuring projects and cost saving
actions may not be successful or may take longer and be more
expensive than anticipated, which could have a material adverse
effect on the business, results of operations and financial condition
of the Group.
Several key projects such as the consolidation of manufacturing
sites will soon complete, therefore the Group will start to reap the
benefits. Other consolidation opportunities have been identified
such as back-office consolidation.
Additional disposals (JOBY brand, Amimon Israel) were
successfully completed in 2025.
– The restructuring roadmap, objectives and
financial savings have been defined with progress
actively tracked.
– The status of all restructuring projects is carefully
managed and regularly reported to the Executive
Committee and the Board.
– The main projects are underpinned by robust project
management principles.
2
5
Videndum plc
20
Annual Report and Accounts 2025
Responsible business
Our ESG strategy
and commitment
Videndum is a small business that operates
globally and is committed to operating
responsibly. The Board has ultimate
oversight of the ESG activity across the
business. Our four key ESG focus areas are
our people, the environment, responsible
business practices and giving back. In
response to the financial challenges in 2025,
our ESG strategy has adapted to align
with the constraints faced by the Group.
Overview
We rely on a skilled, inclusive and engaged
workforce and continue to invest in
opportunities that attract, develop and
support talented individuals across the Group.
Gender diversity
The Board continues to monitor progress
on gender representation across all levels
of the organisation.
Female Male
% %
Group Board
of Directors
3 37% 5 63%
Executive
Committee
1 15% 6 85%
Rest of
Organisation
355 28% 897 72%
Health and safety
The Group ensures that stringent health and
safety standards are upheld across all our
sites, for the safety of employees. This is
detailed in our Group Health and Safety policy
available on our website (videndum.com/
responsibility/policies-reports/). Videndum
prioritises ongoing training for all staff,
tailored to the specific safety requirements
of their roles and remains committed
to continuing this trend and creating an
ongoing safe workspace for our employees.
Details on Videndum’s Health and Safety
performance in 2025 are set out on page 13.
Overview
We aim to minimise the impact of the
Group’s operations on the environment,
including reducing emissions, lowering waste
levels, and advancing the sustainability
of our products where possible.
Carbon emissions
As a business, Videndum is dedicated
to reducing our environmental impact
by reducing the carbon emissions
associated with our direct operations.
See page 25 for a breakdown.
Water stewardship
Videndum aims to conserve and responsibly
manage water where possible, recognising
its value as a natural resource. Usage
across the Group is primarily domestic
and is monitored at each site.
EnvironmentOur people
21
Strategic Report Corporate Governance Financial Statements
Responsible practices
Sustainable procurement
We use NAVEX RiskRate to screen new
suppliers and conduct audits on existing
suppliers. Our procurement framework
incorporates ethical and environmental
criteria at every step of supplier engagement.
Supplier assessments begin with standardised
questionnaires and, for critical partners,
include mandatory on-site inspections. These
audits evaluate operational effectiveness
and the integrity of supply chain practices.
Partnerships are discontinued if a supplier
fails to meet our established standards.
Whistleblowing service
Committed to transparency and integrity,
Videndum partners with NAVEX to provide
a confidential, independent whistleblowing
service for employees and third parties
to report concerns. Reports are routed
directly to the Chairman, Group Company
Secretary, Chief People Officer, and Audit
Committee Chair. Independent senior
managers, unconnected to the issue,
conduct each inquiry, ensuring fairness.
Videndum guarantees protection against
retaliation for anyone who raises a concern
in good faith. Further details on the
whistleblowing service are given on page 47.
Conflicts of interest
The Conflicts of Interest Policy defines
how potential conflicts are reported and
addressed. All disclosed interests are
logged in a central register, and Directors
are obligated to declare any conflict
connected to their duties. Under the Articles
of Association, the Board may permit
a director who has declared a conflict
to participate in related deliberations
and decisions. Videndum confirms that
no conflicts were reported throughout
2025, demonstrating our dedication to
transparency and ethical governance.
Workforce remuneration policies
Our remuneration policy helps Videndum attract,
retain, and motivate top talent. It is shareholder-
approved and monitored by the Remuneration
Committee. Further details appear in the
Remuneration Report from page 51.
Political donations
Videndum did not make any political
donations in the year ended 31 December
2025, consistent with our policy of not
making any political donations.
Information systems and technology
IT systems are crucial to Videndum’s
operations and protect the Group from cyber
and data attacks. Our Chief Financial Officer
oversees the governance of all IT functions to
align them with security and business needs,
with the Group IT and Security Director
responsible for all IT operations. The Group’s
IT policy outlines expectations for employees,
contractors and third parties regarding use of
Videndum’s systems, outlining clear standards
for data confidentiality, General Data
Protection Regulation (“GDPR”) compliance,
cyber security, and proper technology
use. We mitigate risks through measures
such as patch management, multi-factor
authentication, and strict access controls.
Cyber security updates were reported to
the Board and Audit Committee four times
in 2025 to ensure appropriate governance
of our IT systems. The Group continues
to work towards IASME and ISO27001
certification, however due to businesses
financial position and restructuring, the
timeframe has been extended. We will
provide an update on this in 2026.
Overview
Ethical conduct, values and integrity
are foundational to how we operate.
Therefore, all employees and stakeholders
are expected to follow Group policies.
Policies, procedures and training
The Board and Executive Committee review
and approve key Group policies governing
the conduct of business. Regular training is
provided for employees to ensure that the
policies are understood and expectations
on behavioural conduct are established.
These policies are also available on Divisional
intranets and HR platform HiBob, as
well as our website. Some policies are
also included in the employee handbook,
allowing multiple methods in which
employees can review the information.
Code of Conduct
The Group’s Code of Conduct which
is available on our website sets clear
expectations for employee behaviour,
including ethical standards, decision-making
and anti-bribery. To ensure that all employees
comply with the Code of Conduct, it is
translated into multiple languages. Senior
management is required to complete an
online training module on key conduct topics,
including reputational risks and conflicts
of interest. Business partners are held to
the same standards as employees. The
Code of Conduct was communicated to all
employees in 2024 with supporting online
training and will be refreshed in 2026.
Anti-bribery and corruption
The Group operates a zero-tolerance
policy for bribery and corruption; factors
which could otherwise negatively impact
Videndum and our stakeholders. Our anti-
bribery and corruption policy is available
on our website. Updates on anti-bribery
measures are presented to the Board and
the Audit Committee at least annually
to support continued compliance. Annual
employee training is conducted to ensure
that this policy is effectively communicated.
All major third parties are also screened
using NAVEX RiskRate (a third-party
software), covering over 2,000 entities
and considers reputational factors and
adverse media reports, for example.
Read more online at
videndum.com/responsibility
Videndum plc
22
Annual Report and Accounts 2025
Introduction
Videndum has complied with the requirements
of UK Listing Rule (LR) 6.6.6R(8) by including
climate-related financial disclosures,
consistent with the Task Force on Climate-
related Financial Disclosures (“TCFD”)
recommendations, where stated. Videndum
is producing this statement to explain
consistency with TCFD, as well as comply with
the climate-related financial disclosure (“CFD”)
requirements under the Companies (Strategic
Report) (Climate-related Financial Disclosure)
Regulations 2022. We are consistent with
eight of the eleven TCFD recommendations
for 2025. Due to the operational and market
challenges Videndum has experienced this
year we have excluded disclosures relating to
metrics and targets (TCFD recommendations
Metrics and Targets a, b and c). This reflects
increased pressures and priority to restructure
the business. In addition, several governance
activities such as ESG steering group
were suspended. We have decided to stop
measuring scope 3 emissions due to the effort
required and the subjective nature of such
measurements. We continue to monitor scopes
1 and 2 and we are reassessing our long-term
goals in this area. In this context, the net zero
commitments previously declared are no
longer valid and will be reassessed following
completion of this restructuring activity.
Governance and risk management
The Group’s governance framework is designed
to support sustainable performance and
strengthens resilience across operations and
the supply chain. ESG considerations, including
climate-related risks and opportunities,
are integrated into this framework and
coordinated at a Group level, with a
consistent focus on material issues relevant
to the business and its stakeholders.
The Board retains overall responsibility
for ESG and climate-related matters,
delegating the identification, assessment,
and ongoing management of climate
risks and opportunities to Risk Assurance,
supported by the ESG Working Group. The
Board receives climate-related updates
periodically, with fewer updates in 2025
due to the restructuring priorities.
An annual climate risk assessment underpins
this approach and is summarised in the
table below.
Due to the Group’s strategic focus on site
consolidation, certain energy efficiency
initiatives have been deferred. This overall
approach will be reassessed in 2026.
Climate-related risks and opportunities are
identified through ongoing monitoring of
external developments, such as legislation and
market changes, alongside input from internal
teams. These are further evaluated through
an annual climate risk management workshop,
where scenario analysis is reviewed and risks
are assessed in terms of their potential impact,
likelihood, and mitigation strategies. This
process also supports the ongoing development
of climate-related expertise within the Group.
Strategy
In line with TCFD recommendations,
Videndum considers the use of climate
scenario analysis to assess potential
transition and physical risks and opportunities
arising from climate change and their
potential impact on the business model.
The scenario analysis looks at three time
horizons (as per prior year: short (2025-
2029), medium (2030-2039) and long
(2040-2059)) across three distinct warming
pathways as per prior years (Proactive,
Reactive and Inactive scenarios). These
offer valuable insights into when and how
climate-related impacts may arise. We map
both physical and transition risks. Transition
risks arise from society’s shift towards a
low-carbon economy and include regulatory
changes, evolving market expectations, and
technological developments. Transition risks
are identified at the Group level and may
require the Group to adapt its strategy and
operations to remain compliant, resilient, and
competitive. Physical risks relate to the direct
impacts of climate change, including flooding,
heatwaves, wildfires, and water stress.
Physical risks can be acute (event-driven,
such as heatwaves) or chronic (long-term
shifts in climate patterns, such as rising mean
temperatures). Physical risk scenario analysis
was performed at Divisional site level.
The Group’s strategy around climate
change focuses predominantly on improving
Videndum’s resilience to climate change.
As referenced above, during 2025 the
Group’s focus has been on restructuring
operations with limited actions taken in
respect of climate change. The Group
will re-evaluate its strategy in respect
of climate change during 2026.
Videndum 2025 Non-financial and Sustainability Information Statement
Task Force on Climate-related Financial Disclosures (“TCFD”) report
23
Strategic Report Corporate Governance Financial Statements
Type Risk / Opportunity Likelihood & Impact Key Impacts Mitigations / Responses Timeframe
Transition Risk Enhanced emissions
reporting
Almost certain,
Low
Higher compliance, reporting,
verification costs
Internal resources,
regulatory monitoring
Short to
long-term
Product & packaging
regulation
Probable,
Moderate
Higher product/material
costs, redesign needs,
compliance with laws and
regs (e.g. EPR)
Sustainable/recycled/FSC
packaging, reduced plastics,
eco-friendly materials
Monitoring EPR legislations
Short to
long-term
Rising energy & raw
material costs
Likely,
Moderate
Higher energy, logistics,
material costs
Commodity monitoring, EPR
compliance, energy
efficiency, renewable energy
and solar panels
Short to
Long-term
Transition to low-emission
technology
Probable,
Moderate
Capital expenditure;
short-term productivity loss
Energy efficiency
investments, site upgrades,
equipment replacement
Medium-
term
Physical Risk Heatwaves Probable,
Moderate
Higher cooling costs,
operational disruption
Solar energy, HVAC
upgrades, heat protocols,
backup generators
Medium to
Long-term
Fluvial flooding Possible,
Moderate
Property damage,
operational delays
Drainage systems, site
maintenance, flood risk
monitoring, insurance
Medium to
long-term
Wildfires Probable,
Moderate
Inventory loss, operational
disruption, higher insurance
Fire safety systems,
evacuation planning,
insurance coverage
Short to
long-term
Rising temperatures Almost certain,
Moderate
Energy costs, asset wear,
reduced productivity
Cooling systems, insulation,
adjusted work practices,
renewable energy
Short to
Long-term
Sea level rise Probable,
Moderate
Logistics disruption, higher
transport costs
Supply chain mapping,
alternative routes, disaster
recovery plans
Medium to
Long-term
Water stress Probable,
Moderate
Water cost increase, supply
chain disruption
Water efficiency initiatives,
monitoring consumption
Long-term
Opportunity Resource efficiency Almost certain,
Moderate
Lower operating costs, better
asset value
Energy-saving technologies,
waste reduction, recycling
programmes
Short to
Long-term
Energy sources Almost certain,
Moderate
Lower emissions/costs,
potential income
Solar panels, renewable
energy, fleet electrification,
energy optimisation
Reduced energy cost through
solutions such as solar
panels, LED lights
Short to
Long-term
Resilience Almost certain,
Moderate
Reduced disruption/costs Supplier diversification,
business continuity planning,
local sourcing
Short to
Long-term
Climate related risks and opportunities
The following risks and opportunities have been identified as the most significant. Climate change as an overall risk is no longer identified as a
principal risk due to a reduction in stakeholder concern driven also by the proliferation of “competing” risks (AI, armed conflict and other geopolitical
issues). The mitigation responses are intended to improve the Company’s resilience to climate change. The Group will continue to monitor the
potential impacts in 2026 and future years.
Videndum plc
24
Annual Report and Accounts 2025
Metrics and targets
Videndum has withdrawn its net zero emission
commitments and decided to discontinue the
measurement of scope 3 (indirect emissions),
except for “grey fleet” emissions (see below).
This will be revisited as and when the
restructuring activities are complete and once
further clarity is established regarding the
long-term direction of the Group.
Nonetheless, the Group continues to actively
monitor scope 1 and 2 emissions and has
implemented various measures to reduce
emissions. The measures have involved several
energy-savings projects and we will continue
to evaluate energy saving opportunities.
Streamlined Energy Carbon Reporting
(SECR)
This section summarises the energy usage,
associated emissions, energy efficiency
actions and energy performance for the
Group, under the government policy
Streamlined Energy and Carbon Reporting
(SECR), as implemented by the Companies
(Directors’ Report) and Limited Liability
Partnerships (Energy and Carbon Report)
Regulations 2018. Carbon emissions are
categorised as follows:
Scope 1: Consumption and emissions related
to direct combustion of natural gas, fuels
utilised for transportation operations, such as
company vehicle fleets, refrigerant gases, and
any other fuels.
Scope 2: Consumption and emissions from
indirect emissions, relating to the
consumption of transport, purchased
electricity, heat, and steam in daily business
operations.
Scope 3: Energy and emissions from business
travel conducted in vehicles not owned or
operated by the Group, otherwise known as
Grey Fleet mileage.
Total consumption (kWh) figures for energy supplies reportable by the Group.
UK
(kWh)
2025
UK
(kWh)
2024
UK
(kWh)
2021
Global
(excluding UK)
(kWh)
2025
Global
(excluding UK)
(kWh)
2024
Global
(excluding UK)
(kWh)
2021
Total
Global
kWh
2025
Total
Global
kWh
2024
Total
Global
kWh
2021
Scope 1 – Gaseous and other fuels (voluntary)
671,926 752,858 945,124 3,110,328 4,395,143 4,053,757 3,782,254 5,148,001 4,998,881
Scope 1 – Transport (Company fleet)
74,451 105,884 236,608 359,286 430,120 1,093,729 433,737 536,004 1,330,337
Scope 2 – Grid electricity
1,158,598 1,292,762 1,716,613 5,613,870 6,874,583 8,709,990 6,772,468 8,167,34 6 10,426,603
Scope 2 – Self-generated renewable electricity*
425,430 371,077 – 1,479,676 1,131,794 – 1,905,106 1,502,871 –
Scope 2 – Transport (Company fleet)
3,309 28,265 6,473 – 346 – 3,309 28,611 6,473
Scope 2 – Purchased heat, steam and cooling
555 1,239 9,148 – – – 555 1,239 9,148
Scope 3 – Grey fleet
104,129 154,266 51,642 16,027 12,582 49,342 120,156 166,847 100,984
Total energy use – All scopes
2,438,398 2,706,351 2,965,608 10,579,187 12,844,569 13,906,818 13,017,585 15,550,920 16,872,426
* Self-generated electricity is being reported for the first time as data has now become available. This represents solar PV electricity being generated and directly consumed across our sites.
TCFD report continued
25
Strategic Report Corporate Governance Financial Statements
The Total Carbon Emissions (tCO
2
e) figures for Group.
UK
(tCO
2
e)
2025
UK
(tCO
2
e)
2024
UK
(tCO
2
e)
2021
Global
(excluding UK)
(tCO
2
e)
2025
Global
(excluding UK)
(tCO
2
e)
2024
Global
(excluding UK)
(tCO
2
e)
2021
Total
Global
(tCO
2
e)
2025
Total
Global
(tCO
2
e)
2024
Total
Global
(tCO
2
e)
2021
Scope 1 Total
142 164 228 656 904 1,002 798 1,231 1,231
Scope 1 – Gaseous and other fuels (voluntary)
123 139 173 572 806 745 695 945 919
Scope 1 – Transport (Company fleet)
18 25 55 84 98 257 102 123 312
Scope 1 – Refrigerants
1* 1* – 0 1* – 1* 1* –
Scope 2 Total
207 274 367 1,808 2,131 2,167 2,015 2,405 2,535
Scope 2 – Grid electricity
205 268 364 1,808 2,131 2,167 2,013 2,399 2,532
Scope 2 – Transport (Company fleet)
1 6 1 0 1* – 1 6 1
Scope 2 – Purchased heat, steam and cooling
1* 1* 2 0 – – 1* 1* 2
Scope 3 Total (Grey fleet)
24 35 12 4 2 12 28 37 24
Total emissions – All scopes
373 473 607 2,468 3,038 3,181 2,841 3,510 3,790
* These values are less than 0.5 tCO
2
e and have been rounded up.
Intensity metric of tCO
2
e per £million (£m) turnover applied for the annual total location-based emissions.
UK
Intensity Metric
2025
UK
Intensity Metric
2024*
UK
Intensity Metric
2021
Global
(excluding UK)
Intensity Metric
2025
Global
(excluding UK)
Intensity Metric
2024*
Global
(excluding UK)
Intensity Metric
2021
Total
Global Intensity
Metric
2025
Total
Global Intensity
Metric
2024*
Total
Global Intensity
Metric
2021
17.31 18.89 4.79 11.96 11.88 11.89 12.46 12.50 9.61
* The FY2024 metric has been restated from 283.90 (£m) to 280.82 (£m) following the availability of updated metric data after delivery.
Videndum plc
26
Annual Report and Accounts 2025
Energy efficiency
improvements
Videndum is committed to improving energy
efficiency throughout the Group. However,
the strategic focus is currently placed on
site consolidation. Energy efficiency projects
will take priority once the site consolidation
process is complete. VPS and VMS vehicle
fleet composition shows a shift toward
lower-emission vehicles, with the fleet now
comprising 15% diesel, 33% fully electric,
7% hybrid, and 45% plug-in hybrid vehicles.
Methodology
For UK operations, Scope 1 and 2 energy
use and associated CO₂e emissions have
been determined using the Greenhouse Gas
(“GHG”) Protocol and the UK Government’s
2019 environmental reporting guidance.
The calculations apply the gross calorific
values (kWh, CV) and emissions factors
(kgCO₂e) relevant to the reporting period
of 1 January to 31 December 2025.
The 2024 intensity metric has been restated
from 283.90 (£m) to 280.82 (£m) following
the availability of updated metric data
after delivery of the previous disclosure.
Scope 1 emissions
Direct emissions from our operations,
such as fuel combustion, are categorised
under Scope 1. To convert Scope 1 natural
gas usage in the UK, the UK DESNZ
2025 emissions factors database was
used. UK natural gas factors have been
used for all natural gas calculations.
Scope 2 emissions
Scope 2 emissions are indirect emissions
generated from transport, purchased
electricity, heat and steam and are
calculated based on both the “location-
based” and “market-based” methods
outlined in the GHG Protocol.
Location-based methodology
A location-based method reflects the
average emissions intensity of grids on
which energy consumption occurs (using
mostly grid-average emission factor data).
Government Emissions Factor Database
2025 version 1 has been used, utilising the
published kWh gross Calorific Value (“CV”)
and kgCO₂e emissions factors. For factors
for non-UK countries, Association of Issuing
Bodies (“AIB”) & Ember databases were used.
Market-based methodology
Market-based Scope 2 emissions reflect the
electricity that sites have actively chosen to
procure, or the absence of such choices, using
emission factors derived from contractual
instruments such as REGO-backed electricity
contracts, supplier-specific fuel mixes, and
residual grid factors. These emissions are
reported in tonnes of CO₂ only. For locations
without applicable contractual data,
country-specific location-based factors
have been applied to ensure comprehensive
and consistent reporting across all sites.
TCFD report continued
27
Strategic Report Corporate Governance Financial Statements
Non-Financial and Sustainability Information Statement
Videndum complies with the requirements of sections 414CA and 414CB of the Companies Act 2006, the 2018 Non-Financial Reporting Directive
and other key compliance areas by including certain non-financial information within the Strategic report. The table below, and the information
it refers to, is intended to help stakeholders understand our position on key non-financial matters:
Reporting requirement Further information
Related
Principal Risk Page(s)
Climate-related
financial disclosures
and environmental
matters
– The Responsible business section outlines our commitment to operating responsibly
in all our dealings with our stakeholders.
– Our ESG targets sets out a roadmap towards becoming a sustainable business.
– Videndum discloses its climate-related risks in line with TCFD requirements.
N/A 21 to 26
Employees – Videndum has a Code of Conduct which outlines the Group’s expectation and
commitment to maintaining the highest standards of ethical conduct and behaviour
in business practice. The Code is reviewed annually and in early 2024 the Code
of Conduct was recommunicated to all employees.
– We are committed to diversity and inclusion at all levels of our business and
we do not discriminate on any basis.
– Videndum has a well-established employee engagement and feedback
programme with Eva Lindqvist, the Non-Executive Director responsible
for employee engagement.
8 21 and 32
Social matters – The Responsible business section and our stakeholders sets Videndum’s approach
to supporting our employees, customers and suppliers.
6,8 21
Anti-bribery
and corruption
– Videndum’s Code of Conduct sets out the expectations towards the highest
standards of ethical conduct and behaviour in business practice.
– Videndum has an anti-bribery and corruption policy that has been reviewed by the
Board annually and sets out the responsibilities and expectations of our employees
for the prevention, detection and reporting of bribery and other forms of corruption.
– Employees receive training on the anti-bribery and corruption policy, including gifts
and hospitality.
– Suppliers are made aware of our zero-tolerance approach to bribery and we
undertake due diligence on all suppliers using the NAVEX Risk Rate system.
6,7 21
Human rights
and modern slavery
– Videndum’s Code of Conduct outlines our stance on human rights and modern slavery.
– A separate Slavery and Human Trafficking statement is published on our website
annually and underlines our commitment to ensuring that slavery and human
trafficking does not exist in our business operations or our supply chain.
21
Business model
and strategy
– Details of how we do what we do, why, where and for whom. 1,2,7 3 to 28
Principal risks – Videndum’s principal risks set out the business risks and the mitigating actions
that are taken to help reduce the impact of any of these risks across the Group.
14 to 19
The Strategic Report was signed by:
Stephen Harris
Chairman
31 March 2026
Videndum plc
28
Annual Report and Accounts 2025
Compliance statement
For the year ended 31 December 2025,
the Directors present their Corporate
Governance Statement in accordance
with the Disclosure and Transparency
Rules (“DTR”) 7.2.9 and have reported
against the UK Corporate Governance
Code 2024 (the “2024 Code”) which is
effective for financial years beginning
on or after 1 January 2025.
We acknowledge that Provision 29 of the 2024 Code is effective
from 1 January 2026 and we will report on compliance with that
in the 2026 Annual Report.
In accordance with DTR 7.2.3, we take this opportunity to
declare non-compliance and departure with Provision 9 of the
2024 Code. Provision 9 outlines that the roles of the chair and
chief executive should not be exercised by the same individual.
Due to exceptional circumstances facing the Company, Stephen
Harris succeeded as Executive Chairman with effect from
25 October 2024 and has since occupied both roles.
We confirm that the recruitment process of a permanent Chief
Executive commenced in 2025 and Stephen Harris will continue
to lead the Company until that process has been concluded.
Upon the appointment of a new Chief Executive, Stephen
Harris will revert to his former role as Chairman of
the Company. To mitigate any risks associated with this
position, the Board has increased meeting frequency and
communication throughout 2025. In addition, the Board
appointed Graham Oldroyd as Deputy Chairman on 31 July
2025. Further, the Board has regular updates and interaction
with the Executive Committee and Finance Committee, both of
which were set up in December 2024 ahead of 2025 to navigate
this period of change for the Company.
Further in accordance with DTR 7.2.3, we declare non-
compliance and departure with Provision 36 of the 2024 Code.
Provision 36 guides that share awards should be subject to a
total vesting and holding period of five years or more. Due to
exceptional circumstances, Stephen Harris received Long Term
Incentive Plan (“LTIP”) awards on 18 December 2024 and
6 January 2025 that have a vesting period of two years and a
further two year holding period. The structure of the LTIP was
made due to the exceptional circumstances of Stephen Harris
taking on leadership of the Company while the search for a
permanent Group Chief Executive is conducted. A longer
performance period of three years would not be reasonable in
the circumstances. Upon vesting, Stephen Harris will also be
required to comply with the Company’s policy on shareholding
requirements necessitating that the vested award is held for a
minimum of two years post vesting.
With reference to Provision 21, the Chairman is satisfied that the Board
and Committee evaluations completed in 2025 show that performance,
composition, diversity and collaborative engagement were effective
throughout the challenges faced in 2025 and can remain effective to
achieve objectives in 2026. The refinancing of the business dominated
Board activity in 2025 and will continue to do so in Q1 2026 but other
matters will be taken on in 2026 such as the recruitment of a new
Chief Executive, talent and succession planning, and operational and
strategic plans.
The Board agrees that taken as a whole, the Annual Report is fair,
balanced and understandable, which gives all stakeholders the
information necessary to assess the Group’s business model, strategy
and performance. The full report provides the information required for
shareholders to assess the Group’s overall performance against its
strategy. The Directors Report on page 76 contains the statement
of directors’ responsibilities in relation the Annual Report and the
Financial Statements.
It is important that shareholders can
effectively assess the quality of the
Company’s governance arrangements, and
the Board’s activities and contributions.
The following table enables shareholders to
locate and evaluate how Videndum plc has
applied the principles of the 2024 Code.
29
Financial StatementsStrategic Report Corporate Governance
UK Corporate Governance Code 2024
Board leadership and Company purpose
Page(s)
Code principle A – Effective and
entrepreneurial board
Section 172 statement 37
Board of Directors 30 to 31
Board and Committee evaluation 2025 45
The role of the Board 39 to 40
Code principle B – Company’s purpose,
values and strategy
About Videndum 2
Section 172 statement 37
Our core values 2
Code principle C – Necessary resources and
controls to meet objectives and departure from
provisions statement
Strategic Report 1 to 27
Audit, risk and internal control 46
Compliance statement 28
Code principle D – Effective engagement with
stakeholders (including lenders) and shareholders
Section 172 statement 37
Our stakeholders 38
Lenders 6 and 11
Annual General Meeting 80 and 162
Shareholder information 162
Code principle E – Workforce policies and practices
Section 172 statement 37
Employee engagement 38
Workforce policies 21
Whistleblowing 21 and 47
Division of responsibilities
Page(s)
Code principle F – Chairman’s leadership
Board governance 34
Division of Board responsibilities 39 to 40
Board and Committee evaluation 2025 45
Code principle G – Division of responsibilities
Board governance 34
Board of Directors 30 to 31
Division of responsibilities 39 to 40
Videndum’s governance structure 35
Code principle H – Non-Executive Directors
Section 172 statement 37
Attendance at 2025 Board and Committee
meetings
36
Time commitments 45
Page(s)
Code principle I – Role of the
Company Secretary
Effective resources and controls 33
Board governance 34
Group Company Secretary 35 and 40
Board roles and the division of responsibilities 39 to 40
Composition, succession and evaluation
Page(s)
Code principle J – Director
appointment process
Nominations Committee report
– Board appointments and succession 42 to 43
Code principle K – Board skills,
experience and knowledge
Nominations Committee report – Board of
Directors’ skills, experience and knowledge 41
Code principle L – Board annual evaluation
Nominations Committee report
– Board evaluation 45
Audit, risk and internal control
Page(s)
Code principle M – Policies around
internal and external audit functions
Audit Committee report – effectiveness
of internal and external audit functions 49
Code principle N – Fair, balanced
and understandable reporting
Fair, balanced and understandable assessment
of the Company’s position and prospects 50
Code principle O – Management of risk
Principal risks of the Company 14 to 19
Audit Committee report 47 to 50
Remuneration
Page(s)
Code principle P – Remuneration policies
and practices aligned to strategy
Remuneration report – remuneration policies
and practices 51 to 53
Code principle Q – Determination of remuneration
Remuneration report – policy on
executive remuneration 54 to 58
Code principle R – Independent judgement
on remuneration
Remuneration report – independence around
remuneration outcomes 51
Videndum plc
30
Annual Report and Accounts 2025
Board of Directors
Role: Chairman, Chairman of the
Nominations Committee and Chairman of the
Executive Committee.
Appointed to the Board as a Non-Executive Director
on 9 November 2023 and on 1 May 2024 became
Chairman of the Company.
Appointed: 9 November 2023 – tenure of 2 years
5 months.
Nationality: British
Skills and experience: Stephen joined Videndum as
a NED and Chairman designate in November 2023.
He spent 15 years as the CEO of Bodycote plc until
he retired at the end of May-24 and took over as
Non-Executive Chairman of Videndum plc. He was
appointed Executive Chairman in late October 2024.
Stephen has 40+ years of experience across
industrial engineering, including NED at Brixton plc
and SID at Mondi plc. He had Executive Director roles
at Powell Duffryn plc and Spectris plc. Stephen has
an MA in engineering from Cambridge and an MBA
from Chicago Booth School of Business.
Stephen Harris
A N R
F
Role: Deputy Chairman, Independent Non-Executive
Director and former Chair of the Finance Committee
(until 31 July 2025)
Appointed: 12 October 2023 – tenure of 2 years and
6 months
Nationality: British
Skills and experience: Graham is an Independent
Non-Executive Director at Senior plc, having been
appointed to that role on 28 May 2025. Graham is
Chair of The Global Smaller Companies Trust PLC
listed on the London Stock Exchange. Graham is
Chair at MCF limited. Formerly, Graham was a Chair
at Ideal Standard International NV, a Non-Executive
Director of PHS Group Investments Ltd, Nobina AB
and Henderson Alternative Strategies Trust plc
(where he was Chair of the Audit Committee from
2014 – 2020). Graham was a partner with 23 years’
service at European private equity fund manager
Bridgepoint until June 2013. Graham is a Chartered
Engineer, Fellow of Institution of Mechanical
Engineers, and Member of the chartered Institute
for Securities & Investment.
Graham Oldroyd
Role: Chief Financial Officer
Appointed: 13 October 2025 – tenure of 6 months
Nationality: Irish
Skills and experience: Brian joined Videndum in
October 2025. He has ~4 years UK plc CFO experience
having been at Victoria plc. Brian held various senior
finance roles at Synthomer plc, Essentra plc and Tate
& Lyle plc. He started his professional finance career
at Arthur Andersen before moving to Deloitte. Brian
has a B.Comm Degree from University College Cork
and is a fellow of the Institute of Chartered
Accountants in England and Wales.
Brian Morgan
N
F
E
F
Role: Senior Independent Non-Executive Director
and Non-Executive Director responsible for
employee engagement.
Appointed: 1 April 2025 – tenure of 1 year
Nationality: Swedish
Skills and experience: Eva is a Swedish national
and an Engineer. Eva was at Ericsson for 20 years
focused on strategy, production development
and international sales; and held positions in
Sweden, Australia, United States of America and
Japan. In 2000 Eva joined the Scandinavian
telecommunications company Telia and served as
Senior Vice President of Telia Equity before becoming
Chief Executive of TeliSonera International Carrier
in 2002. Eva has wide corporate experience having
served on the Board of companies including Acast
AB, Bodycote plc, Assa Abloy AB, Mr Green & Co AB,
Sweco AB, Tarsier AB and Keller Group plc. Eva is
currently Senior Independent Director at Vesuvius
plc, and a Non-Executive Director and Chair of the
Remuneration Committee of CLS Holdings plc.
Formerly, Eva was a Non-Executive Director at
Greencoat Renewables plc and a Non-Executive
Director and Chair of the Audit Committee at Tele2
AB. Eva is a member of the Royal Swedish Academy
of Engineering Sciences.
Eva Lindqvist
A N
R
E
* Until
31 July 2025
*
Key to Committee membership
Chair of the Board / Committee
A
Audit Committee
N
Nominations Committee
R
Remuneration Committee
F
Finance Committee
E
Executive Committee
31
Financial StatementsStrategic Report Corporate Governance
F
Role: Independent Non-Executive Director and
Chair of the Finance Committee (as of 31 July 2025)
Appointed: 31 July 2025 – tenure of 9 months
Nationality: British
Skills and experience: Aidan is currently a
Non-Executive Director at Thames Water and
Swedish company Stegra. Aidan has significant
Board, investment and management experience
with particular focus on financial restructurings
gained over 25 years across a range of companies
including Petrofac, the Trafford Group and London
Southend Airport. Aidan qualified in 2000 as a UK
Accredited Chartered Accountant
Aidan
de Brunner
Role: Independent Non-Executive Director and
Chair of Audit Committee
Appointed: 1 July 2024 – tenure of 1 year and
9 months
Nationality: British
Skills and experience: Polly is currently Senior
Independent Director and Chair of the Risk
Committee for Royal Bank of Canada Europe Ltd,
Senior Independent Director and Audit Chair at The
Rugby Football Union and a Director of ClearBank
Group Holdings Limited from 2 February 2026. Polly
was also Senior Independent Director of XP Power
Limited but stood down from that role as of
27 February 2026.
She is a chartered accountant and a former Partner
at KPMG LLP, having resigned her partnership
in 2003.
Polly Williams
A N R
F
* As of 31 July 2025
*
A N
R
Role: Independent Non-Executive Director and
Chair of the Remuneration Committee
Appointed: 1 May 2023 – tenure of 2 years and
11 months
Nationality: Swedish
Skills and experience: Anna is a Non-Executive
Director and Chair of the ESG Committee at Bytes
Technology Group plc. Between 2018 and 2021,
Anna was Chief Human Resources Officer for
Pearson plc, and between 2011 and 2016 Executive
Vice President, Head of Human Resources at
Sandvik AB. Between 2009 and 2014 Anna was an
Independent Non-Executive Director for Knowit AB,
a public listed IT consultancy group in the Nordics
and Baltics. Between 2006 and 2011 she was
Executive Vice President, Head of Human Resources
at SSAB AB and prior to that worked at Ericsson
Group AB in various HR roles culminating as
Vice President, Human Resources & Organisation,
Sweden. Anna was born in South Korea, raised
in Sweden and studied in the United States of
America and Germany. Anna holds a master’s in law
from Lund University as well as professional HR
qualifications from both London Business School
and Michigan Business School.
Anna Vikström
Persson
F
Role: Independent Non-Executive Director
Appointed: 31 July 2025 – tenure of 9 months
Nationality: Irish
Skills and experience: Martin is currently a
Non-Executive Director at Kemble Water Holdings
Limited, the ultimate parent of Thames Water.
Martin has extensive experience in both an executive
and non-executive capacity over a 30-year career
across a wide range of sectors. Martin is a Fellow of
the Association of Chartered Certified Accountants.
Martin Cooke
* As of 16 June 2025
*
Key to Committee membership
Chair of the Board / Committee
A
Audit Committee
N
Nominations Committee
R
Remuneration Committee
F
Finance Committee
E
Executive Committee
Videndum plc
32
Annual Report and Accounts 2025
Alignment of culture with purpose,
values and strategy
The Board reinforces our culture and
values through the way it collectively
makes decisions, including decisions made
on strategy, operations, governance
and conduct. The culture of the Group is
monitored and assessed by the Board via:
– Regular meetings with senior management,
including attendance at Board and
Committee meetings as appropriate.
– Discussing the outcomes of employee
surveys. We plan to recommence such
surveys in 2026 and to consider actions
necessary coming out of the surveys.
– Employee engagement sessions. We plan
to recommence face to face employee
engagement sessions in 2026 involving
Eva Lindqvist who is the Non-Executive
Director with responsibility for
employee engagement.
– Site visits to our key operations including
meeting with our employees.
– Consideration of feedback from key
investors and wider stakeholders when
shaping Group-wide policies, procedures
and practices.
– Reviewing the Company’s whistleblowing
service and any cases or investigations from
the service.
– Payment to suppliers in accordance with
contractual terms.
– Training records for Board members.
– Internal and external auditor’s reviews and
findings.
– Regular risk and compliance reports from
the Head of Group Risk Assurance.
– Key Performance Indicators including health
and safety performance.
– Assessing cultural indicators such as
management’s attitude to risk and the
Group’s overall risk appetite; and
compliance with the Group’s policies
including communication and training
on our Code of Conduct.
Read more on how the Board factors
stakeholders into its decisions on page 38.
2025 saw a period of significant change
for the Group and its Board. This will
continue into 2026, and the Group’s
culture and governance framework will
evolve to be aligned with its structure.
Code of Conduct
The Code of Conduct was communicated
to all employees in early 2024 and has
continued to be applied throughout 2025,
including communication to all new starters
in the business. As well as employees, this is
also available to all stakeholders including
customers and suppliers. The Code of Conduct
is published in all languages commonly spoken
in the Group and is available on our website.
We plan to re-communicate the Code of
Conduct to all employees again in the second
half of 2026. This will include tailored training
on the Code of Conduct.
More information on Videndum’s culture can be found at:
Videndum’s governance framework and governance practices on page 35
Videndum’s approach to people, leadership and succession in the Nominations Committee report on pages 42 to 45
Videndum’s risk and internal controls in the Audit Committee report on pages 46 to 50
The focus on health and safety, the environment and sustainability across the Group in the Responsible business report on pages 20 to 26
Videndum’s approach to executive remuneration in the Remuneration report on pages 54 to 58
The role of the Board
33
Financial StatementsStrategic Report Corporate Governance
The role of the Board
In accordance with the 2024 Code, the
Board, outlined on pages 30 to 31, includes
a combination of Executive Directors and
Independent Non-Executive Directors who
bring a diverse range of skills, experience and
industry knowledge to the boardroom. The
role of the Board is to promote the long-term
sustainable success of the Company as well
as undertake actions to generate value for
shareholders. Throughout 2025, the Board’s
focus was to secure the financial viability of
the business with significant restructuring
and reshaping of the cost base. The Board
provides the entrepreneurial leadership for
the Company and during 2025 the Board’s
skillset was continually reviewed to ensure
it had the right balance of experience
that the Company needed in the areas of
finance, strategy and operations, people
management and global commerce.
Board changes in 2025
During 2025, the following changes to the
Board took place, ensuring that the Board has
the right composition and skills to address the
challenges the Company faces:
– Eva Lindqvist joined the Board as Non-
Executive Director and Senior Independent
Director with effect from 1 April 2025, and
became a member of the Audit Committee,
Remuneration Committee and the
Nominations Committee. Eva also became
the Non-Executive Director responsible for
employee engagement.
– Aidan de Brunner and Martin Cooke
both joined the Board as Independent
Non-Executive Directors with effect from
31 July 2025.
– Brian Morgan joined the Board as Chief
Financial Officer with effect from
13 October 2025.
– Anna Vikström Persson succeeded as Chair
of the Remuneration Committee with
effect from 16 June 2025.
– Caroline Thomson and Richard Tyson both
ceased to be Directors of the Company on
16 June 2025 and 31 July 2025 respectively.
– Graham Oldroyd was appointed Deputy
Chairman with effect from 31 July 2025.
All Directors of the Company in accordance
with the Company’s Articles of Association,
will stand for reappointment as Directors
at the Company’s AGM to be held on 19 May
2026. Read more on the AGM on page 162.
Until 25 October 2024, the roles of Chairman
and Chief Executive were exercised by
separate individuals. However, with effect
from that date, Stephen Harris was appointed
to the position of Executive Chairman. While
provision 9 of the 2024 Code states that the
roles of the Chairman and Chief Executive
should not be exercised by the same individual,
this change was necessitated and continued
through 2025 by the challenging markets
the Company is experiencing, with recovery
in those markets slower than expected.
Stephen Harris has significant experience,
most recently leading FTSE 250 Bodycote plc
for over 15 years as its Chief Executive. The
combination of the roles is an interim measure
to see the Company through this challenging
period and while the search for a new
Group Chief Executive is carried out. We will
report on progress with this search over the
coming months to ensure that shareholders
remain informed. To help ensure the right
governance during the period of change, the
Board appointed Graham Oldroyd as Deputy
Chairman with effect from 31 July 2025.
In accordance with the 2024 Code, together
with the Group Company Secretary, the
Chairman ensures that all Directors:
– Act with integrity, lead by example, and
promote the desired culture.
– Ensure that the policies, processes,
information and resources are available to
function effectively.
– Ensure effective engagement with and
encourage participation from shareholders
and stakeholders.
– Receive accurate, timely and clear
information.
– Actively participate in the decision making
process at Board meetings.
– Are kept informed of all key business
developments across the Group.
Board meeting agendas are agreed in advance
of meetings by the Chairman facilitated by
the Group Company Secretary to ensure
each Board meeting is as effective as
possible. Agendas and supporting papers are
circulated to all Board members in advance
of meetings. All Board members provide
constructive input to any strategic decisions
proposed by executive management.
The Board has a defined policy for dealing
with conflicts or potential conflicts of
interest as set out in the Company’s
Articles of Association. At the start of every
Board meeting all Directors are reminded
about their duties under Section 172 of the
Companies Act 2006 including the need
to disclose any conflicts of interest.
The Group Company Secretary maintains
a record of any declared conflicts of
interest and record of independence
which identifies circumstances which
are likely to impair or could appear to
impair a director’s independence.
Effective resources and controls
The Board is satisfied that the Company’s
purpose is aligned with business practices
through a variety of resources, including
regular updates from senior management as
appropriate. These strategic and operational
updates are discussed by the Board in
scheduled Board meetings and short notice
Board meetings as necessary.
The Board governance arrangements support
the development and delivery of strategy
and objectives by ensuring accountability
and responsibility for decisions from within
the organisation and also by leveraging the
skills, knowledge and experience from all
Board members. Read more on the skills and
experience of all Board members on page 41.
Board members are expected to openly
express their views and opinions on the
business, the strategy, the operation of the
Group or a proposed course of action.
With reference to Provision 21 of the 2024
Code, the Chairman is satisfied that the
board evaluation completed in 2025 illustrates
that Board governance arrangements
including accountability and responsibility
were effective in 2025 and remain to be so.
Read more on the compliance to Provision
21 and 22, and 2025 Board and Committee
evaluation results and on pages 28 and 45.
Videndum plc
34
Annual Report and Accounts 2025
Finance Committee
The Board established the Finance Committee
in 2024 and in 2025 updated its terms of
reference to focus on the refinancing of the
business. The Finance Committee is chaired by
Aidan de Brunner and comprises the following
other members:
– Stephen Harris
– Brian Morgan
– Graham Oldroyd
– Martin Cooke
– Polly Williams
However an open invitation to attend its
meetings is given to other members of the
Board as well as the Company’s advisors.
The Finance Committee has terms of
reference approved by the Board, which
include the provision of management,
oversight, effective governance and
control for:
– The execution of the agreed funding
strategy, capital structure and liquidity
management for the Group;
– Funding transactions and loans for
the Group;
– The ongoing relationship with existing
lenders under the Revolving Credit Facility
(“RCF”) Agreement including covenant
tests and waivers thereof;
– The renewal of the Group’s RCF Agreement
or other alternative long-term finance
arrangements; and
– Other major financial matters for the
Group including, but not limited to, tax,
treasury, pensions and the Group’s
insurance programme.
Meetings of the Finance Committee are
minuted and reported to the full Board.
Executive Committee
The Chairman chairs the Executive Committee
which comprises the Chief Financial Officer,
Chief People Officer, Divisional Chief
Executive Officers and the Group Company
Secretary. Other members of the senior
management team attend by invitation
of the Chairman. The Executive Committee
meets monthly and provides in depth working
knowledge of current performance and
operational matters. The Chairman reports
on the work of the Executive Committee
to each Board meeting to keep the Board
fully informed on operational matters.
Meetings of the Executive Committee are
minuted and reported to the full Board.
Policies and Procedures
The Board and Executive Committee have
a responsibility to review and approve
the Company’s policies and procedures
governing the conduct of business with
support from the Group Company
Secretary. All of which were last reviewed
and approved by the Board in December
2025 and are available on our website.
Regular training is provided for employees to
ensure that the policies are understood and
expectations on behavioural conduct are
established. These policies are also available
on Divisional intranets and HR platform
HiBob, as well as our website. Some policies
are also included in the employee handbook,
allowing multiple methods in which employees
can review the information.
The Board has a schedule of matters
reserved to it which was last reviewed in
December 2025.
The schedule of matters reserved to the Board
includes matters such as acquisitions and
divestment of businesses, appointments of
new Directors and approval of financial results
including budgets and capital expenditure
as well as any declaration of dividends.
The Board delegates certain powers to the
Chairman to run the business and operations.
Board Governance
The Board has overall responsibility for
governance in the Group, is led by the
Chairman and supported by the Group
Company Secretary.
The Board has delegated certain
responsibilities to its Nominations,
Audit, Remuneration and Finance
Committees. Minutes of all Board and
Committee meetings, including the Finance
Committee and Executive Committee, are
prepared by the Group Company Secretary
following each meeting.
Where possible, Board and Committee
meetings are held in person. In some
instances, short notice Board and Committee
meetings can be held via video conference.
The Board also holds Board meeting dinners
which enable Directors to informally discuss
current business matters. The Board
appreciates this informal environment,
which creates an opportunity for members
of the Executive Committee, other senior
management or external advisors to
attend and give updates on the business.
The Directors make use of electronic Board
packs, providing fast and secure access to all
Board and Committee papers, alongside any
other key and confidential updates to enable
the running of the business. The Chairman
and the Committee Chairs set the agendas
for all Board and Committee meetings with
support from the Group Company Secretary.
The information contained within the
Board and Committee packs includes
current business performance, detailed
budgets, forecasts, strategy papers,
corporate development opportunities and
operational performance, and annual and
half yearly reports. A detailed monthly
report is prepared and circulated to all
Directors from the Chairman, Chief Financial
Officer, Group Company Secretary and
Group General Counsel. A monthly Health
and Safety report is also circulated.
The Board can sometimes receive additional
information outside the meetings from
time to time as when necessary.
Read more on the work of the Audit
Committee on pages 47 to 50, work of the
Nominations Committee on pages 42 to 45,
work of the Remunerations Committee on
pages 51 to 53 and work of the Executive and
Finance Committee on page 35.
The Committee’s each have terms of
reference which were last reviewed and
approved by the Board in December 2025.
The performance of each Committee is
assessed annually as part of the evaluation
process. Read more on the results of
the internal Board and Committee evaluations
carried out in 2025 on page 45.
The role of the Board continued
35
Financial StatementsStrategic Report Corporate Governance
Group Company Secretary
All Directors have access to the advice and
services of the Group Company Secretary
and any Director may initiate an agreed
procedure to seek independent professional
advice sought at the Company’s expense.
Clearance to such advice being sought
must be given in advance by the Chairman.
The Group Company Secretary’s role is
to support the Chairman, the Board, its
Committees and individual Directors in
discharging their duties effectively in
accordance with the 2024 Code and Listing
Rules which include governance matters. In
accordance with the 2024 Code, the Group
Company Secretary’s appointment and
removal is a matter to be considered by the
whole Board.
Videndum plc
The Board of Directors
Chaired by Stephen Harris
Membership:
Chairman, Chief Financial Officer and Independent Non-Executive Directors
Purpose:
Approve all financial results, dividends and financial matters for the Group
and tracks progress of the business against the strategy and budgets
Engagement with the Group’s key stakeholders
Approval of the financing for the Group
Oversight of the Group’s operations
Nominations Committee
Chaired by Stephen Harris
Membership:
Chairman and the Independent
Non-Executive Directors
Purpose:
Reviews the composition of the Board and
its skills.
Considers the future challenges affecting
the business and ensures plans are in place
for orderly succession to both Board and
senior management positions.
Oversees the development and planning of
a diverse pipeline for succession considering
the long-term success of the company.
Maintains relationships with people
operations and has an active role on meeting
diversity objectives and strategies.
Audit Committee
Chaired by Polly Williams
Membership:
The Independent Non-Executive Directors
Purpose:
Responsible for the integrity of narrative
reporting, Financial Statements and
financial controls.
Oversees risk management and control
systems including internal audit progress
and effectiveness.
Reviews external auditor’s effectiveness.
Remuneration Committee
Chaired by Anna Vikström Persson
Membership:
The Independent Non-Executive Directors
Purpose:
Has delegated responsibility for designing
and determining remuneration for the Chair,
Company Secretary, Executive Directors and
senior management.
Reviews the framework and policy on
Executive Director and senior management
remuneration and benefits to ensure
alignment with strategy and performance.
Acts with independent judgment and
discretion to authorise remuneration
outcomes.
Reviews and benchmarks incentive
arrangements.
Videndum’s governance structure is as follows:
Terms of reference for each of the Nominations, Audit, Remuneration, Finance and Executive Committee are available on our website
– videndum.com/investors/corporate-governance/governance-framework/
Finance Committee
Chaired by Aidan de Brunner (as of
31 July 2025 as successor
to Graham Oldroyd)
Membership:
Aidan de Brunner, Chairman, Chief Financial
Officer, Graham Oldroyd, Martin Cooke
and Polly Williams. An open invitation to
attend is extended to other Directors.
Advisors and other senior management
attend by invitation.
Purpose:
Provision of management, oversight,
effective governance and control of the
Group’s funding strategy, capital structure
and liquidity management for the Group.
Executive Committee
Chaired by Stephen Harris
Membership:
Chairman, Chief Financial Officer,
Divisional CEOs, Group Company Secretary
and Chief People Officer. An invitation is
extended to other members of management
when needed.
Purpose:
Oversees the management of the business
and the implementation of the Group’s
strategy.
Enables the Chairman to have oversight and
transparency of the Company’s workings
and business operations.
Read more on pages 42 to 45
Read more on pages 34 and 40
Read more on pages 47 to 50 Read more on pages 51 to 75
Read more on page 34
Videndum plc
36
Annual Report and Accounts 2025
Board activity in 2025
Attendance at 2025 Board and Committee meetings
The Board and its Committees have a scheduled programme of meetings and also hold meetings at short notice to meet business demands and
to discuss important or pending issues. In accordance with provision 14 of the 2024 Code, the table below sets out scheduled and short notice
meetings and directors’ attendance throughout 2025. During 2025 there were a significant number of short notice meetings as a consequence of the
challenges faced by the business.
Board Audit Remuneration Nominations Finance
1
Scheduled Short notice Scheduled Short notice Scheduled Short notice Scheduled Short notice Short notice
Number of meetings 9 5 3 3 2 4 1 1 14
Directors:
Stephen Harris 9 (9) 5 (5) N/A N/A N/A N/A 1 (1) 1 (1) 14 (14)
Brian Morgan
(appointed 13 October 2025)
2 (2) 0 (0) N/A N/A N/A N/A N/A N/A 6 (6)
Graham Oldroyd 9 (9) 4 (5) 3 (3) 3 (3) 2 (2) 4 (4) 1 (1) 1 (1) 14 (14)
Anna Vikström Persson 9 (9) 5 (5) 3 (3) 3 (3) 2 (2) 4 (4) 1 (1) 1 (1) N/A
Polly Williams 9 (9) 5 (5) 3 (3) 3 (3) 2 (2) 4 (4) 1 (1) 1 (1) 12 (14)
Eva Lindqvist
(appointed 1 April 2025)
7 (7) 3 (4) 1 (2) 3 (3) 1 (1) 2 (2) 0 (1) 1 (1) N/A
Aidan de Brunner
(appointed 31 July 2025)
4 (4) 0 (0) N/A N/A N/A N/A N/A N/A 11 (11)
Martin Cooke
(appointed 31 July 2025)
4 (4) 0 (0) N/A N/A N/A N/A N/A N/A 9 (11)
Caroline Thomson
2
(resigned 16 June 2025)
4 (4) 2 (2) 1 (1) 0 (1) 1 (1) 2 (2) N/A 1 (1) N/A
Richard Tyson
3
(resigned 31 July 2025)
4 (4) 2 (2) 1 (2) 1 (1) 1 (1) 2 (2) N/A 1 (1) N/A
The number shown in brackets denotes the number of meetings the Director could have attended during 2025. Where a Director was unable to attend a meeting, their input to the business of the
meeting was given in advance of the meeting to the Chairman or Chair of the Committee as appropriate.
1 The Finance Committee held 14 meetings throughout 2025 as shown above and were all considered short notice.
2 Caroline Thomson did not seek re-election at the Company’s 2025 AGM and ceased to be a Director on 16 June 2025.
3 Richard Tyson ceased to be a Director on 31 July 2025.
During 2025 the Board covered a range of issues
at its scheduled and short notice meetings including:
Strategy: Throughout 2025 updates were
provided to the Board on Divisional financial
and operational performance including
restructuring and refinancing measures.
Operational: During 2025, the Board
received regular updates on operational
performance from the Divisional CEOs.
In view of the restructuring, no site visits
were held in 2025. However, the Executive
Committee met in person and cascaded any
pertinent information down to the Divisions.
Stephen Harris also visited the Bury St
Edmunds, UK site in March 2025 to engage
with staff and for operational visibility.
Stephen Harris and Brian Morgan further
visited the Feltre, Italy site in February 2026.
Financial reporting and ESG: The Board
approved the 2024 financial results, the
2024 Annual Report and Accounts as well as
the 2025 AGM Notice, Going concern and
the Viability statement in April 2025. The
Board also considered and approved the
Company’s 2025 half year financial results
at the Board meeting held in August 2025
meeting. The Board noted the Group’s ESG
initiatives and further information on ESG
and TCFD is available on pages 20 and 22.
Financial: The Board considered and
approved multiple financial decisions in
view of the restructuring, refinancing, the
Revolving Credit Facility and Full Year 2024
and Half Year 2025 financial results.
Restructuring: In response to challenging
market conditions, the Board approved
restructuring steps in 2024 that were
implemented in 2025.
Looking ahead: 2026 will be an important
year as we will continue to drive further
restructuring measures and complete the
refinancing of the business, and implement
strategic objectives.
37
Financial StatementsStrategic Report Corporate Governance
Section 172 statement
The Board confirms that during the year ended 31 December 2025, it has acted in good faith to promote the long-term success of the Company for
the benefit of its key stakeholders that have been identified on page 38 as its shareholders, lenders, employees, customers, suppliers and the
communities and environments in which we operate all while having due regard to the matters set out under Section 172 (a) to (f) of the Companies
Act 2006:
Relevant Disclosure(s) Page(s)
A The likely consequence of any decision in the long term Purpose and values
Strategic framework/Market opportunity
Dividends
Our stakeholders
Page 2
Pages 3 to 6
Page 77
Page 38
B The interests of the Company’s employees Our people
Employee engagement
Employee health and wellbeing
Diversity and inclusion
Page 20
Page 38
Page 20
Page 43
C The need to foster the Company’s business relationships with
suppliers, customers, lenders and others
Customer engagement
Supplier engagement and relationships
Anti-bribery and corruption and modern slavery
Borrowing facilities
Page 2
Page 14
Page 21
Page 11
D The impact of the Company’s operations on the community
and the environment
Responsible business
Environment, ESG Strategy and TCFD
Page 21
Page 22
E The desirability of the Company maintaining a reputation
for high standards of business conduct
Values and culture at Videndum
Code of Conduct and whistleblowing service
Workforce policies
Terms of reference
Page 32
Page 21
Page 21
Page 35
F The need to act fairly as between members
of the Company
Shareholder engagement
AGM and General Meeting
Rights attached to shares
Page 38
Page 38
Page 77
How the Board considers
Section 172 matters
Methods used by the Board to perform their
duties under the Companies Act 2006 include:
– The Board considers the Group’s purpose,
values and corporate culture when
reviewing the Company’s policies,
particularly relating to business conduct.
– The Audit Committee has oversight of the
Company’s risk assurance and management
framework, internal controls, and the
actions that are in place, or that will be put
in place, to mitigate risk (including any
emerging risks where appropriate) in
the short, medium and long term.
– Detailed Divisional and Group strategy
reviews held where senior management
present updates to the Board, and the
Board considers mid to long-term strategy.
– The Board receives updates on the
Company’s ESG programme.
– Members of the Board engage directly with
employees, shareholders and lenders and
receive feedback from the Chairman and
Chief Financial Officer on meetings with
investors and analysts, as well as regular
updates and reports from the Executive
Committee and external advisers on
engagement with other stakeholders such as
customers, suppliers, lenders and the wider
communities in which Videndum operates.
The Board considers all input and feedback
from all stakeholders in its decision making,
what is right for the proper operation of the
business and its overall strategy. The Board
remains focused on the Group’s restructuring
into 2026 and ensuring it is well positioned in
the future for recovery in its markets.
Videndum plc
38
Annual Report and Accounts 2025
Shareholder engagement
Meeting with shareholders
Videndum has an active and open dialogue
with shareholders and their views are
regularly sought on key issues such as
strategy, governance and financial
performance. They have been supportive and
are an important source of capital. The Board
receives a monthly shareholder analysis report
from our corporate broker which records
movements in the shareholder register and
also notes when investor engagement has
occurred and any notable views expressed.
There is an investor relations programme
in place to provide all shareholders with
regular updates on operational and financial
performance, including regular market
announcements, presentations, face-to-
face meetings with investors, roadshows,
the AGM and the upkeep of an investor
relations section on the Group website.
This programme is led by the Chairman.
Throughout 2025, the Board communicated
extensively with investors to ensure they
remained informed and supportive of all
key business decisions.
Investor meetings and roadshows
During 2025, the Board continued to engage
with numerous institutional investors and
shareholders which were centred around
major events such as the 2024 full year
results, 2025 half year results, the 2025 AGM
and 28 July 2025 General Meeting and the
refinancing of the business. Anna Vikström
Persson, the Remuneration Committee Chair
engaged with several large shareholders in
connection with the new Remuneration Policy
report approved at the 2025 AGM and the
amendment to it approved at the General
Meeting on 28 July 2025.
Annual General Meeting (“AGM”) and
General Meeting
The Company’s AGM was held on 16 June
2025. All resolutions at the 2025 AGM were
passed with a majority of votes in favour.
The detailed outcome of resolutions at the
2025 AGM is available on our website under
“Corporate Governance”. The 2026 AGM
will be held at Regal House, 70 London Road,
Twickenham, TW1 3QS on 19 May 2026 at
14:00. Voting at the AGM is carried out by
way of a poll. Shareholders are encouraged to
submit their votes by proxy ahead of the AGM
to ensure their views are received in advance.
The Company also held a General Meeting
on 27 March 2026 to consider and approve
the refinancing of the business including the
raising of £85 million of new share capital and
reorganisation of share capital. A prospectus
including the terms of the refinancing and
share issuance and reorganisation was
published on 10 March 2026 and details are
set out on page 77 of this Annual Report.
In the event of a 20% or more vote against
a resolution at a General Meeting of
shareholders, the Board would consider that
a material level and would seek to engage
with shareholders to understand the nature
of concerns raised by the against votes and
what actions, if any, should be taken to
address such concerns. No such vote against
or concerns were raised during 2025.
Annual Report
The Annual Report is available to all
shareholders. Through electronic
communication initiatives, we aim to make
our Annual Report as accessible as possible.
Shareholders can opt to receive a hard copy
in the post or can download PDF copies via
email or from our website. Additionally, if a
shareholder holds their shares via a nominee
account and encounters difficulty receiving
the Annual Report via their nominee provider,
they are welcome to contact the Group
Company Secretary to request a copy.
Corporate website
The Videndum website, videndum.
com, has a dedicated investor section
which includes all of our Annual Reports,
results presentations, and our financial
calendar. Our website also outlines our
business product portfolio and Company
announcements, and has sections covering
investors and corporate responsibility.
Senior Independent Director
If shareholders have any concerns, which
the normal channels of communication
to the Chairman have failed to resolve, or
for which contact is inappropriate, then our
Senior Independent Director, Eva Lindqvist,
is available to address them. Eva can be
contacted via email at info@videndum.com
or via the Group Company Secretary.
Employee engagement
The Board have used a combination of
formal and informal methods to update
employees on important business matters and
financial performance. Our newly launched
monthly newsletter from the Chairman
provides a regular update to employees
communicating the Company’s highlights.
More formally, Divisional CEOs have led
forums for employee discussion and the
Chairman, Stephen Harris has led a town
hall at our Bury St Edmunds site. Our new
human resources platform ‘HiBob’ is also used
as a means of employee communication.
In previous years we have conducted
all employee surveys asking a range of
questions relating to Health and Safety,
culture and values, communications and
satisfaction working for Videndum. While
we did not conduct a survey in 2025 due
to pressures on the business, we will
look to carry out employee surveys and
wider employee engagement in 2026.
Upon the appointment of a new Director, a
tailored induction programme is organised
involving site visits to see operations
and to hear from our employees.
In line with Provision 5 of the 2024 Code,
the Board has appointed Eva Lindqvist
as the designated Non-Executive Director
for employee and workforce engagement. Eva
took on this role upon her appointment to the
Board on 1 April 2025. Due to the Company’s
challenging situation, these sessions were
paused for 2025 with the intention to start
again in 2026 once the Company has a stable
financial basis. Despite this, Eva Lindqvist
and the Board were kept informed of the
views of employees through regular updates
from the Chairman who did meet with
employees at several sites and also by way
of updates from Divisional CEOs in 2025.
Should employees feel that engagement
is not effective and to provide an
independent means to communicate
concerns, the Company has in place
an established whistleblowing process
administered by an independent third
party. Details on this are on our website.
The Board continues to review the way
it engages with employees to ensure
it is effective and will have particular focus
on any improvements that are needed
following the financial restructuring.
The Board and our stakeholders
39
Financial StatementsStrategic Report Corporate Governance
Board roles and the division of responsibilities
While the UK Corporate Governance Code 2024 contains a provision that the roles of Chairman and Chief Executive should not be exercised by the same
individual, the Board determined that given the challenges faced by the Company that change to the leadership of the Company was necessary. With effect
from 25 October 2024, Stephen Harris as Chairman took on leading the Company while a thorough search for a new permanent Chief Executive was
undertaken by the Board. The Board of Director’s comprises the following individuals and their respective roles are explained:
Polly Williams
Chair of the Audit Committee and Independent
Non-Executive Director
– Leads with integrity of narrative reporting, internal controls,
oversight of the internal audit function and work of the
external auditors.
– Oversees the principal risks and risk management.
– Leads the Committee to provide advice on whether the
Annual Report and Accounts as a whole is fair, balanced
and understandable, and provides the information necessary
for shareholders.
Graham Oldroyd
Deputy Chairman
– Acts as the Chairman in the absence of the Chairman or if the
Chairman is conflicted in any way in a matter.
Stephen Harris
Chairman and Chairman of the Nominations Committee
– Responsible for the effective operation of the Board and
ensuring it is well-balanced to deliver the Group’s strategic
objectives.
– Encourages an ethical culture that promotes transparency,
open debate and challenge.
– Ensures that the Board plays a part in the development of
strategy and offers constructive challenge.
– Ensures effective engagement between the Board and
all stakeholders.
– As Chairman of the Nominations Committee, leads the work
of the Committee in connection with Board composition and
succession planning.
– Provides executive leadership across the Group.
– Informs the Board of strategic and operational issues facing
the Group.
Brian Morgan
Chief Financial Officer
– Supports the Chairman in developing and implementing strategy.
– Provides financial and risk control leadership to the Group
and guides the Group’s business and financial strategy.
– Responsible for financial planning and analysis, financial
reporting, and tax and treasury as well as IT.
– Oversees the capital structure of the Group.
– Engages with shareholders alongside the Chairman.
Anna Vikström Persson
Chair of the Remuneration Committee and Independent
Non-Executive Director
– Guides the work of the Committee in connection with Executive
Directors’ remuneration.
– Leads the Committee to align the Company’s purposes and
values to successfully deliver the long-term strategy.
– Leads on the process to determine executive, director and
senior management remuneration.
– Leads on collaboration with the Committee to exercise
independent judgement and discretion when authorising
outcomes, taking account of Company and individual
performance, and wider circumstances.
– Governs the Committee to operate as intended in terms of
Company performance and quantum.
Eva Lindqvist
Senior Independent Director and tasked with employee engagement
– Acts as a “sounding board” for the Chairman in all matters of
governance and serves as an intermediary for the other
Directors and shareholders, as well as leads the evaluation of
the Chairman’s performance.
– Available to shareholders if they have concerns that have not
been resolved through normal channels of communication with
the Company.
Martin Cooke
Independent Non-Executive Director
– Provide constructive challenge and advice to Executive
management assisting in development of Group-wide strategy
and monitoring financial and operational performance.
– Act with the highest levels of integrity and governance and help
to ensure this culture is promoted within the Group.
Aidan de Brunner
Chair of the Finance Committee and Independent
Non-Executive Director
– Leads the Committee on managing and overseeing the
effective governance and control of the Group’s funding
strategy, capital structure and liquidity management.
– Presides over the Group’s funding transactions and loans,
renewal of finance agreements.
– Supports the management of relationships with existing
lenders under the Revolving Credit Facility Agreement.
Videndum plc
40
Annual Report and Accounts 2025
Role and independence of Non-Executive Directors
All Non-Executive Directors bring their unique experience and skillset
to Videndum’s strategy, which in turn strengthens the stewardship
of the Company and overall performance of the Group. The Board
considers that Anna Vikström Persson, Graham Oldroyd, Polly Williams,
Aidan de Brunner, Martin Cooke and Eva Lindqvist are independent
in accordance with Provision 10 of the 2024 Code. Each of these
Non-Executive Directors’ tenure on the Board is less than six years.
The Chairman annually leads the process of objectively evaluating
the performance of each Director. The evaluation determined
that each Director was performing to the highest standard and
demonstrated the right level of commitment to the role. Read more
on the 2025 Board and Committee evaluation results on page 45.
Relationship between the Board and the Executive Committee
The Board currently comprises the Chairman, Senior Independent
Director, Deputy Chairman, Group Chief Financial Officer and
Independent Non-Executive Directors who lead the business and
safeguard the interests of shareholders and other stakeholders.
The Board is still in the process of a search for a new Group Chief
Executive to lead the business and will report on this regularly
to shareholders. The Board has overall responsibility for setting
the Group’s strategy, setting risk appetite and setting objectives
for the business. It delegates overall delivery of the strategy and
the running of the business to the Chairman who is supported by
the Executive Committee.
The Executive Committee, led by the Chairman, is responsible for
running the business. The Executive Committee meets on a monthly
basis and individual members of the Executive Committee attend
Board meetings on a regular basis to provide updates on their
businesses. The Board currently delegates all operational matters
to the Chairman except for those matters reserved to the Board.
The Chairman in turn uses the Executive Committee to help deliver
on operational matters. The Executive Committee comprises the
Chairman, Divisional CEOs, Managing Director, China and Southeast
Asia, Chief Financial Officer, Chief People Officer and Group
Company Secretary. Other individuals attend by invitation of
the Chairman.
Matters reserved for the Board
The Board has a schedule of matters reserved for its approval
which includes:
– Setting the Group’s strategy, objectives, and review and
approval of annual budgets.
– Reviewing of progress against strategy and budgets.
– Approval of financial results.
– Changes in Board composition including any key roles
on advice from the Nominations Committee.
– Consideration of mergers, acquisitions and disposals.
– Approval of material litigation.
– On advice of the Audit Committee, the operation and
maintenance of the Group’s risk appetite and profile.
– Setting the Group’s purpose, values and culture.
– Oversee restructuring initiatives for the Group.
Executive Committee activities during 2025
– Collectively responsible for the daily operation of the
Group’s Divisions.
– Developed the Group’s strategy and budget for approval by
the Board.
– Reviewed the financial positions of all key areas of the business.
– Monitored operational and financial results against plans
and budgets.
– Reviewed regulatory and legal developments.
– Reviewed and approved capital expenditure within the delegated
authority’s framework.
– Oversaw the Group’s HR policies and practices.
– Monitored and measured the effectiveness of risk management
and various control procedures.
– Oversight of the Group’s health and safety performance.
– Implemented restructuring plans.
Outside the Board of Directors, the following senior management
support the Board in the running of the business:
Nicola Dal Toso and Marco Vidali
Divisional Chief Executive Officers
– Support the Chairman in developing and executing strategy.
– Lead the Divisional operational and financial performance.
– Manage, motivate and develop employees.
– Develop business plans in collaboration with the Board.
– Oversee daily activities throughout the Group.
– Ensure that the policies and procedures developed and set by the
Board are communicated and adopted across the Group.
– Help to foster the Group’s culture throughout the organisation.
Jon Bolton
Group Company Secretary
– Secretary to the Board and its Committees.
– Ensures compliance with Board procedures.
– Provides advice on regulatory and governance matters to the Board
and senior management.
– Oversees the Company’s governance framework.
Board roles and the division of responsibilities continued
41
Financial StatementsStrategic Report Corporate Governance
Composition, succession and evaluation
Overview
The Nominations Committee is responsible for monitoring Videndum’s
Board, its Committees and senior management to ensure that they
have the appropriate breadth and balance of skills, knowledge and
experience to lead the Group effectively, both now and in the future.
The Nominations Committee is also responsible for succession planning
at Board and senior management levels.
Nominations Committee membership
The Nominations Committee comprises the following members:
Stephen Harris (Chairman)
Anna Vikström Persson, Graham Oldroyd, Polly Williams and Eva Lindqvist.
Other members of the Board can attend by invitation.
Role of the Nominations Committee
Ensure the right balance and composition of the Board, which
includes size of the Board, skills, knowledge, experience and diversity,
ensuring that it remains relevant and appropriate and making any
recommendations to the Board regarding any changes.
Lead the process with respect to appointments to the Board,
including the role of the Chairman.
Succession planning for the Board, including Committee Chairs,
and senior management including recruitment, talent development
and identification of potential candidates internally or externally
and making such recommendations to the Board.
The Videndum Board comprises individuals that collectively
have a range of skills and experience including the following:
– International commercial experience and sales
– Engineering
– Manufacturing and production development
– Technology and e-commerce
– B2B and B2C markets
– Broadcast and photographic experience
– Marketing/digital marketing
– Finance and accounting
– Strategic and transformational projects
– Listed company best practice and corporate development
– Equity funds, private equity and investment
– People, culture, management and Human Resources
– ESG
Each Director brings separate skills and experience to the Board,
having served in companies of varying size, complexity and market
sector. When combined, these skills give the Board a rounded and
comprehensive set of skills and experience. The Nominations Committee
continues to monitor Board structure and succession plans, including
internal talent development and succession plans of senior
management below Board level.
Board gender diversity
Male: 5
Female: 3
Board tenure
0-3 years: 8
3-5 years: 0
5-7 years: 0
7 years +: 0
As at the date of signing of this Report, the Board’s composition
and tenure is as follows:
The Board of Directors has been reconstituted under Stephen Harris’s
tenure as Chairman with no Board member having a tenure over three
years. The Board has a good balance of diversity between male and
female Board members and from also diverse backgrounds.
Videndum plc
42
Annual Report and Accounts 2025
Nominations Committee Chairman’s letter
Dear Shareholder
The Nominations Committee is responsible
for setting and monitoring the Board’s
balance of skills, experience and knowledge
to provide the diversity of thinking and
perspective required to provide effective
leadership for Videndum. The Committee leads
the process to recruit and succession plans
for Directors making recommendations on
appointments to the Board. The Nominations
Committee operates under terms of
reference that are available on our website.
Succession planning and Director
appointments
The Committee under my Chairmanship
undertook a significant amount of
work in 2025 restructuring the Board
with several changes including:
– Succession around the Remuneration
Committee Chair with Caroline Thomson
standing down as a Director at the 2025
AGM on 16 June 2025 and being succeeded
as Remuneration Committee Chair by
Anna Vikström Persson.
– The appointment of Eva Lindqvist as an
Independent Non-Executive Director with
effect from 1 April 2025 and succeeding
Richard Tyson as Senior Independent
Director and Caroline Thomson as the
Independent Non-Executive Director with
responsibility for employee engagement at
the 2025 AGM.
– Richard Tyson standing down as an
Independent Non-Executive Director with
effect from 31 July 2025.
– The recruitment of Aidan de Brunner and
Martin Cooke with effect from 31 July 2025
as Independent Non-Executive Directors to
support the refinancing of the business.
– The search for a new Chief Financial Officer
culminating in the appointment of Brian
Morgan with effect from 13 October 2025.
– The Committee endorsed to the Board the
appointment of Graham Oldroyd as Deputy
Chairman with effect from 31 July 2025.
– The ongoing search for a new permanent
Chief Executive Officer for the Company.
An important area of work for the Nominations
Committee under my Chairmanship during
2025 was succession planning around the
Board and senior management across the
Company. In 2025, the Committee was kept
informed on senior executive recruitment
including the appointments of several senior
executives supporting the restructuring
of the business and putting in place a
management team with the right skills
and experience to operate the business.
As Chairman of the Nominations Committee,
I lead the Committee in the process of
reviewing the structure, size and composition
(including skills, knowledge, experience
and diversity) of the Board and in making
recommendations to the Board with regard
to any changes. This covers succession planning
for Directors and senior executives in the
Group. The main priority for the Committee
in 2026 is the search for a new Group
Chief Executive Officer. While this search was
commenced in 2025 it has been held back by
the ongoing refinancing of the business. I am
leading this search process with the support
of an external executive search consultant
and the Committee will in due course make
a recommendation to the Board. Upon the
appointment of a new permanent Group
Chief Executive Officer, I will revert to my
original role as Non-Executive Chairman.
Once the Board has identified the need for
a new Director, I as Chairman, engage the
support of an external executive search
consultant to facilitate the search. A clear
brief on the role is drafted with the skills
and personal attributes that the Board is
looking for and taking into account Board
diversity. This is followed up with a search
process to identify suitable candidates. Initial
candidate interviews are held with myself as
Chairman, and the Non-Executive Directors,
where appropriate. Following this, a shortlist
is created, taking into account the skills of
each candidate and perceived cultural fit
with the Board and senior management.
Following further meetings a preferred
candidate would be chosen, and each member
of the Board would then meet with, or speak to,
the preferred candidate individually to ensure
that a person with the right skills, diversity
and dynamic fit with the Board was appointed.
This same process would occur whether the
role was Executive or Non-Executive in nature.
However, if the search was for the role of
Chairman, the search would be conducted
by the Senior Independent Director with the
support of the Board. Subject to the outcome
of each search, a formal recommendation
on an appointment is made by the Nominations
Committee to the Board for approval.
During 2025, the Committee was focused
on the recruitment of a new Chief Financial
Officer for the Group. While Sean Glithero was
Interim Chief Financial Officer having been
appointed in October 2024, the Committee
engaged the services of Odgers to support the
recruitment of a permanent Chief Financial
Officer. This process entailed consideration
of a long list of candidates, followed up with
a shortlist of candidates being compiled
and interviewed. This culminated in the
majority of Board members meeting the
preferred candidate and in Brian Morgan’s
appointment on 13 October 2025.
Stephen Harris
Chairman of the Nominations Committee
43
Financial StatementsStrategic Report Corporate Governance
Engagement with key stakeholders
During 2025, we engaged with several
major stakeholders on Board succession
matters. We used the feedback received
to help shape our succession planning.
Committee performance
The internal Board evaluation in 2025
covered the performance of the Nominations
Committee. From the responses provided
by Board members, it was found that the
Committee was well managed and effectively
covered Board and senior executive succession
plans during 2025. Read more on page 45.
Stephen Harris
Chairman of the Board and Nominations
Committee Chairman
31 March 2026
During 2025, the Board recruited Eva Lindqvist,
and her appointment followed the process
outlined above. The respective appointments
of Aidan de Brunner and Brian Morgan did not
follow this process as their appointments were
tied to the ongoing refinancing of the business.
The Board expressly sought their appointments
to support the refinance process.
Diversity and inclusion (“D&I”)
The Nominations Committee and the
Board consider diversity for every
appointment with an objective to appoint
the best person for every role, optimising
the collective Board strength. As part of
this, the Board has adopted a Diversity
and Inclusion policy which can be applied
throughout the Company and builds on
clear, actionable goals to create meaningful
change and demonstrate commitment.
This can be found on our website:
videndum.com/responsibility/our-people/.
Our Code of Conduct reinforces our
strategy, prohibiting any form of
discrimination. Read more on page 21.
Videndum recognises the importance
of a diverse and inclusive workforce
for successful delivery of strategy. The
effective use of all the skills and talents
of our employees is encouraged and this
extends to potential new employees. It is
essential that the best person for the job is
selected regardless of race, gender, religion,
age, sexual orientation, physical ability or
nationality. Videndum is fully committed
to equal opportunity where talent is
recognised. The Board regularly monitors
diversity throughout the entire workforce,
considering Lord Davies’ review, Women
on Boards, the Hampton-Alexander review,
FTSE Women Leaders and the Parker and
McGregor-Smith reviews. We report upon
this issue annually in our Annual Report.
Gender representation and reporting
Under the Listing Rules, there is a requirement to disclose gender and ethnic diversity at Board and executive management level. The tables below
set out the gender and ethnic diversity of both the Board and the Executive Committee as at 31 December 2025. The information was collected by
the Group Company Secretary requiring each member of the Board and Executive Committee to complete forms identifying their gender and
ethnicity in accordance with the Listing Rules as at 31 December 2025.
As at 31 December 2025, the roles of the Chairman and Chief Financial Officer are occupied by men and the Senior Independent Director is occupied
by a woman. The Listing Rules set an expectation that one of these roles is to be occupied by a woman, that at least 40% of individuals on the Board
are women and that at least one individual on the Board of Directors is from a minority ethnic background. The Board and Nominations Committee
has to plan succession over a period of time and to appoint the best person for the role, irrespective of gender, race or any other characteristic. The
Board as at the date of signing this report comprises of 63% men and 37% women and one director, Anna Vikström Persson identifies as being from
a minority ethnic background.
Number of
Board members % of the Board
Number of senior positions on
the Board (Chair, CEO, SID, CFO)
Number in Executive
management
% of Executive
management
Men 5 63% 2 6 85%
Women 3 37% 1 1 15%
Reporting table on ethnicity representation
Number of
Board members % of the Board
Number of senior positions on
the Board (Chair, CEO, SID, CFO)
Number in Executive
management
% of Executive
management
White British or other White
(inc. minority-white groups)
7 87.5% 3 6 86%
Mixed/Multiple ethnic groups 0 0% 0 0 0%
Asian/Asian British 1 12.5% 0 1 14%
Black/African/Caribbean/
Black British
0 0% 0 0 0%
Other ethnic group 0 0% 0 0 0%
Videndum plc
44
Annual Report and Accounts 2025
Nominations Committee report
Key activities of the Nominations Committee
Page(s)
Board succession and appointment process of new Non-Executive Directors 42
Performance of the Nominations Committee 43
Board composition 44
Diversity and inclusion 43
Board and Committee evaluation 45
Appointments
Under the Company’s Articles of Association, the Board has the power at any time, and from time to time, to appoint any person to be a Director,
either to fill a casual vacancy or as an addition to the existing Board, subject to a maximum number of 15 Directors. Any Director so appointed holds
office only until the next AGM and shall then put themselves forward to be reappointed by shareholders. As at the date of the signing of this Report,
the current Board comprises a Chairman, Chief Financial Officer and six Independent Non-Executive Directors. Details of their appointments are set
out below:
Chairman, Chief Financial Officer
or Non-Executive Director Appointment date First renewal of term Second renewal of term Subsequent renewal of term
Stephen Harris (Chairman) 9 November 2023 9 November 2026 9 November 2029 Annually from
9 November 2030 onwards
Brian Morgan (Chief Financial Officer) 13 October 2025 Not applicable Not applicable Not applicable
Eva Lindqvist
(Senior Independent Director)
1 April 2025 1 April 2028 1 April 2031 Annually from
1 April 2032 onwards
Graham Oldroyd (Deputy Chairman) 12 October 2023 12 October 2026 12 October 2029 Annually from
12 October 2030 onwards
Anna Vikström Persson 1 May 2023 1 May 2026 1 May 2029 Annually from
1 May 2030 onwards
Polly Williams 1 July 2024 1 July 2027 1 July 2030 Annually from
1 July 2031 onwards
Aidan de Brunner 31 July 2025 31 July 2028 31 July 2031 Annually from 31 July 2032
Martin Cooke 31 July 2025 31 July 2028 31 July 2031 Annually from 31 July 2032
The Chairman and the other Non-Executive Directors are appointed for an initial period of three years which, with the approval of
the Nominations Committee and the Board, would normally be extended for a further three years. If it is in the interests of the Company to do so,
appointments of the Chairman and Non-Executive Directors may be extended beyond six years, with the approval of the Nominations Committee,
the Board and the individual Director concerned, subject to annual reappointment by shareholders.
Under the Company’s Articles of Association, each Director is required to stand for annual reappointment at every AGM. The annual renewal of
terms for a Non-Executive Director will take into account ongoing performance, continuing independence and the needs and balance of the Board
as a whole. The explanatory notes in the AGM Notice state the reasons why the Board believes that the Directors proposed for re-election should
be reappointed.
45
Financial StatementsStrategic Report Corporate Governance
Director induction
Upon appointment, each Director is provided
with a tailored induction to the Group.
This includes meeting with senior Head Office
and Divisional management, meeting the
Company’s main external advisors as well as
the external auditors, and visits to operational
facilities in the Group. The Group Company
Secretary coordinates this induction process.
Board training
Ongoing training for new and existing
Directors is available on request. Directors
receive details of relevant training and
development courses from both the Group
Company Secretary and from the Company’s
advisors. Any requests for training are
discussed at Board or Committee meetings
and we ensure that each Director has the
required skills and knowledge to enable
them to operate efficiently on the Board.
The Group Company Secretary maintains a
register of training undertaken by Directors
to facilitate this discussion. During 2025, the
Board collectively received training sessions
on directors’ legal duties, emerging accounting
and governance issues including material
controls. Training was principally delivered
through the Company’s advisors. The
Board also receives regular written updates
on governance, regulatory and financial
matters as they are published. Directors also
undertake their own professional development
and training through a combination of
advisors and through their other directorships.
Time commitments
All Directors demonstrated strong time
commitment to their roles on our Board and
Committees. Read more on the Directors
attendance at meetings on page 36.
Due to the significant pressures on the
business in 2025, there were a number
of short notice Board and Committee
meetings and all Directors accommodated
these meetings where possible.
The Directors have also given careful
consideration to their external time
commitments to confirm they are able to
devote an appropriate amount of time to
their roles on our Board and Committees.
The Nominations Committee reviews on an
ongoing basis Directors’ time commitments
and confirms that they are fully satisfied with
the amount of time each Director devoted to
the business particularly during this period of
high intensity and challenge for the business.
Board and Committee evaluation 2025
In 2025, an internal Board evaluation was
conducted and consisted of the following:
– Evaluation of the performance
of the Board;
– Evaluation of the performance of the
Audit, Remuneration and Nominations
and Finance Committees; and
– Evaluation of the Chairman.
The evaluation was carried out by way
of Directors completing a series of
questionnaires coordinated by the Chairman
and Group Company Secretary. Eva Lindqvist,
as Senior Independent Director coordinated
the evaluation of the Chairman’s performance
with interviews with each Board member.
The following points came out of the 2025
evaluation and were considered by the
Board at its January 2026 Board meeting:
– 2025 was an exceptionally challenging year
for the Company with the Board focused
on securing the financial viability of the
business with significant restructuring and
reshaping of the cost base. The refinancing
of the business has been the primary area of
focus with significant engagement required
with stakeholders. As a consequence, other
aspects have necessarily had to take a back
seat for the Board’s attention.
– A significant amount of restructuring has
been undertaken in a short amount of time
placing the business under a great deal
of pressure.
– Despite an extremely challenging
environment for the business the
Company’s governance remained
appropriate, but further work is needed
around risk management and forecasting.
– The Board, despite this exceptionally
challenging environment, has performed
well adapting to a fast-moving situation.
– The Board has good balance with a cohesive
dynamic in a very challenging environment.
Priorities for 2026
– Successfully complete the refinancing
of the business, providing a stable and
sustainable platform to grow the business.
– The recruitment of a permanent Group
Chief Executive Officer.
– Undertaking a detailed review of Group
strategy in light of market dynamics and
shaping the business accordingly.
– Further strengthen the management team
to support the growth of the business.
– Further tighten the control environment for
the business.
– Rebuild confidence with stakeholders.
The last externally facilitated evaluation
was in 2021 and the Chairman will consider
the next opportune time to carry out a
future externally facilitated evaluation.
Videndum plc
46
Annual Report and Accounts 2025
Audit, risk and internal control
Overview
The Audit Committee plays a pivotal role in the Group’s governance framework, providing sound independent oversight of the Group’s financial
reporting mechanisms, system of internal controls to safeguard shareholders’ investments and the Company’s assets and employees. Furthermore,
it manages the relationship with the external auditors to assess their effectiveness and to annually assess their independence and objectivity.
Audit Committee
The Audit Committee comprises solely Independent Non-Executive Directors of the Company namely:
Polly Williams (Chair). Polly was appointed as Chair of the Audit Committee upon her joining the Company on 1 July 2024.
Graham Oldroyd, Anna Vikström Persson, and Eva Lindqvist.
All Non-Executive Directors have had an open invitation to attend the Audit Committee meetings. Other members of the Board, the Executive
Committee and other senior management including the Head of Group Risk Assurance, the Group Head of Tax, the Group Head of IT and Cyber Security,
and the Company’s external auditors, PwC, attend meetings of the Audit Committee by invitation only.
Role of the Audit Committee
Financial reporting
– Ensures the financial integrity of the Group through the regular
review of its financial processes and performance.
– Reviews and recommends to the Board that the financial
statements in the Annual Report and Accounts, and the Annual
Report, taken as a whole, is fair, balanced and understandable and
complies with all applicable UK legislation and regulation as
necessary and makes due recommendations to the Board.
– Advises the Board on the Group’s viability and going
concern status.
– Reviews the appropriateness of accounting policies and practices.
– Ensures that the Group has appropriate risk management
and internal controls, through the oversight of the internal
audit function.
– Oversees the preparation of TCFD disclosures.
External audit
– Manages the relationship with the external auditors, reviewing
the scope and terms of its engagement and monitors
its performance through regular effectiveness reviews.
– Reviews and monitors the objectivity and independence of
the external auditor, including provision of non-audit services.
Role of the Audit Committee
Financial risks
– Oversees and reviews controls relating to financial risks and
risks relating to finance IT systems including cyber security.
– Reviews the operational effectiveness of key controls in place
to manage financial risks.
Governance and best practice
– Keeps up to date with developments regarding control
environment through updates from the external auditors.
– Keeps in touch with shareholders’ sentiments through updates
and advice from the Company’s brokers.
– Ensures that an appropriate whistleblowing service is in place
for employees and third parties.
– Oversees third-party reputational risks and anti-bribery procedures.
Risk Management
– Oversight of the Internal Audit function.
– Monitors progress on the risk management programme.
47
Financial StatementsStrategic Report Corporate Governance
Audit Committee Chair letter
The Audit Committee has completed a
thorough review of all the critical accounting
judgements and estimates. A key focus area
for the Committee has been Going concern
and the key assumptions underlying the
base case and the stress test. These are
set out clearly on page 50. This has been
a critical area of focus for the Committee,
including input from the external auditors.
The Committee and Board have also
concluded that, despite the successful
refinancing, that a material uncertainty
should be disclosed for Going concern and
that is discussed further in the body of the
report. Further emphasis has been placed on
impairments of assets, including over CGUs,
as it relies on future forecasts. The Audit
Committee has a close working relationship
with PwC as the external auditor, with
particular emphasis on the critical areas
of accounting judgement and estimates.
The Audit Committee maintained strong
oversight of the Group’s internal controls and
risk management framework throughout the
year ensuring that these critical processes
operated effectively and provided a sound
basis for financial reporting. When testing
of the internal controls had identified
remedial action, the Audit Committee has
monitored the completion of those actions.
The Audit Committee also considered, on
a regular basis, the potential for fraud in
revenue recognition, scope for management
override of controls and compliance
with legislation and regulations.
Any cases of whistleblowing in the
Group are notified to me, as well as the
Chairman and Group Company Secretary
unless they are mentioned. All cases are
investigated thoroughly internally or with
the support of independent third-party
service providers as necessary. Outcomes
are reported to me and remedial actions
taken as appropriate. The Board is kept
abreast of any whistleblowing reports
and outcomes of any investigations
while recognising the confidential nature
of the process and the need to protect
the individual’s right to anonymity.
The Audit Committee has also reviewed
the disclosure within the Annual Report
and recommended to the Board that the
Annual Report represents a true and fair
view, is compliant with applicable accounting
standards and legislation and, taken as a
whole is fair, balanced and understandable.
Significant time had been given to
debate on risk assurance throughout
the Group, including controls, cyber
security and required improvements.
Board members’ attendance was welcomed
at all key meetings including their input
on critical judgements and estimates.
Dear Shareholder
I am pleased to present our report for the
year ended 31 December 2025. The challenges
from prior years have continued and the
Audit Committee has been very active over
the last 12 months. The Audit Committee
maintains a critical role in ensuring the
integrity and transparency of the Group’s
financial reporting, as well as overseeing
the effectiveness of the Group’s internal
control and risk management systems.
This year saw the Group initiating the
refinancing of debt and equity issuance
and the appointment of a permanent
Chief Financial Officer, Brian Morgan,
succeeding the interim CFO, Sean Glithero.
This report will provide shareholders with
the following information:
– The Audit Committee’s principal
responsibilities and its governance;
– Key activities of the Audit Committee,
including regular or annual review items
and current areas of focus;
– Review of work performed by the external
auditors, including the level of fees
proposed, for audit and non-audit work;
– Review of the significant estimates
and judgements;
– Review of the internal audit process; and
– Review of the risk management
framework and compliance therewith.
The performance of the Audit Committee
was considered through the annual Board
evaluation process, which in 2025 was the
subject of an internal review. From the
responses provided, I am pleased to report
that the Audit Committee was found to
be operating effectively with rigorous
challenge from the Audit Committee
members, with recommendations
which will be taken forward.
I would welcome questions from shareholders
on the Committee’s activities and if
shareholders wish to discuss any aspect of this
report, they can do so via the Group Company
Secretary. I will be present at the Company’s
2026 AGM and will be happy to answer any
questions from our shareholders at that
meeting or informally at any other time.
Polly Williams FCA
Audit Committee Chair
31 March 2026
Polly Williams
Audit Committee Chair
Videndum plc
48
Annual Report and Accounts 2025
– Major strategic, operational, financial,
regulatory, compliance and reputational
risks are assessed during the annual
long-term business planning process around
mid-year. These plans and the attendant
risks to the Group are reviewed and
considered by the Board.
– Large financial capital projects, property
leases, product development projects,
significant restructuring and all
acquisitions and disposals require advance
Board approval.
– The process by which the Board reviews the
effectiveness of internal controls has been
agreed by the Board and is documented in
line with FRC guidance. This involves regular
reviews by the Board via recommendations
presented by the Audit Committee of the
major business risks of the Group, including
emerging risks, together with the controls
in place to mitigate those risks. In addition,
each Division conducts a self-assessment of
its internal controls. Every year, the results
of these assessments are reviewed by the
Head of Group Risk Assurance who provides
a report on the status of internal controls
and internal controls self-assessment to
the Chief Financial Officer and the Chair of
the Audit Committee. The Board is made
aware of any significant matters arising
from the self-assessments. The risk and
control identification and certification
process is monitored and periodically
reviewed by Group financial management.
– A register of risks facing the Group, as well
as each individual business, and an evaluation
of the impact and likelihood of those risks is
maintained and updated regularly by the
Head of Group Risk Assurance. The Group’s
principal risks and uncertainties and
mitigation for them are set out on pages 14
to 19 of this Annual Report.
– The Group IT Director reports specifically to
the Audit Committee on any identified
weaknesses, as well as their remediation
and mitigation.
The Board has established a control framework
within which the Group operates. This contains
the following key elements:
– Strategic planning process, including
horizon scanning, identifying key actions,
initiatives and risks, including emerging
risks and opportunities, to deliver the
Group’s long-term strategy. This involves
a comprehensive review of macroeconomic,
social and political trends. The Group has
identified artificial intelligence as an
emerging risk and opportunity, which may
also affect demand for specific products
within the Group. This risk is being
monitored proactively. The threat of
geopolitical instability was also identified
as an emerging risk, in particular the issue
Audit Committee report
How the Committee operates
The Audit Committee is composed solely of
Independent Non-Executive Directors who
collectively have a wide range of skills and
experience including finance and accounting,
leadership, and technology. The Board is
satisfied that Polly Williams has appropriate
recent and relevant financial experience.
The schedule of Audit Committee meetings
is built around the key dates in the financial
reporting and audit cycle. During 2025,
the Audit Committee had three scheduled
meetings and three short notice meetings.
The Chair reviews the agenda for every
meeting with relevant executives and
advisors, together with the annual
programme to ensure that all aspects of
the Terms of Reference are covered within
an appropriate timeframe. Papers are
circulated in advance of the Audit Committee
meeting and regular attendees included the
Chairman, Interim (applicable for 2025) and
permanent Chief Financial Officer, Group
Financial Controller, Heads of IT, Risk and
Tax and the Group Company Secretary.
The Audit Committee meets privately with
the external auditors at least annually.
Meetings of the Audit Committee are held in
advance of the main Board meetings to allow
the Committee Chair to provide a report on the
key matters discussed to the Board, and for the
Board to consider any recommendations made.
All of this, along with ongoing challenge, debate
and engagement, allows the Audit Committee
to discharge its responsibilities effectively.
Risk management and control
The Audit Committee formally reviews
the effectiveness of the Group’s internal
controls twice a year including controls over
prevention and detection of fraud. The review
encompasses both the design and evidence of
operating effectiveness of those controls.
The Audit Committee and subsequently the
Board, have completed a robust assessment
of the Company’s emerging and principal risks
and has adopted a risk-based approach to
establishing the system of internal controls. The
application and process followed by the Board
in reviewing the effectiveness of the system of
internal controls during the year were as follows:
– Each Division is charged with the ongoing
responsibility for identifying the existing
and emerging risks it faces and for putting
in place procedures to monitor and manage
those risks. This includes climate change
risks identified at a site level.
– The responsibilities of senior management
in each Division to manage existing and
emerging risks within their businesses
are periodically reinforced by the
Executive Committee.
of tariffs which is fast moving and recent
and affects several risk areas. There is a risk
that a prolonged trade war increases the
risk of recession. The Group is carefully
monitoring developments in this area,
and has identified and already started to
implement some mitigating strategies,
in order to proactively respond to this
emerging issue.
– Organisational structure with clearly
defined lines of responsibility, delegation
of authority and reporting requirements.
– Defined expenditure authorisation levels.
– Operational review process covering all
aspects of each business conducted by the
Executive Committee on a regular basis
throughout the year.
– Comprehensive system of financial
reporting including weekly flash reports,
monthly reporting, quarterly forecasting
and an annual budget process. The Board
approves the Group budget, forecasts and
strategic plans. Monthly actual results are
reported against prior year, budget and
latest forecasts, and are circulated to the
Board. These forecasts are revised where
necessary but formally once every quarter.
Significant changes and adverse variances
are reviewed by the Chairman and
Executive Committee and remedial action
is taken where appropriate. Group tax
and treasury functions are coordinated
centrally. There is regular cash and treasury
reporting to Group financial management
and monthly reporting to the Board on
the Group’s tax and treasury position.
– The Group has continued to place significant
emphasis on the Company’s liquidity position
and cash flow forecasting processes.
The Audit Committee acknowledges the
importance of robust cash flow monitoring
to maintain sufficient liquidity to meet its
operational and future covenant obligations.
In January 2025, management commenced
a weekly process of preparing a rolling
13-week cash flow forecast to provide
management with enhanced visibility. The
Audit Committee challenged management
over the preparation, review, and approval of
cash flow forecasts. These forecasting
mechanisms support prudent liquidity
management and enhance financial
resilience. This system has been in place
for the year under review and to the date
of approval of the Annual Report.
– The Audit Committee is satisfied that an
adequate framework is in place to manage
risks and internal controls, however further
improvements are in progress.
49
Financial StatementsStrategic Report Corporate Governance
The Board carries out a periodic assessment of the Group’s risk
appetite, which includes the identification of the risk thresholds against
each organisational objective. Key elements of the risk appetite (for
example, our commitment to innovation, compliance and sustainability
practices) are summarised in the overview section of the Principal risks
and uncertainties.
Accounting policy review
The Group Finance team oversees the application of the Group
accounting policy, which is regularly reviewed. A formal Group
dispensation is required for any deviations from the Group accounting
policy. This includes, inter alia, instances where the standard
methodology for calculating provisions is not adhered to for any reason.
Significant amendments have been made to the values associated
with the accounting estimates and judgements including the carrying
value of goodwill and other intangible assets as set out in the table
on page 50. The Audit Committee has reviewed these in detail and the
relevant disclosures including the use and prominence of alternative
performance measures.
The Group Financial Controller performs a review of revenue recognition
and revenue-cut off across the Group at interim and year end. This
further enhances the controls relating to financial reporting.
Internal audit
Internal audit is independent of management and has a reporting line to
the Chair of the Audit Committee, providing independent and objective
assurance and advice on the adequacy and effectiveness of governance
and risk management. An internal audit plan for 2025 was prepared
and agreed with the Audit Committee at its March 2025 meeting and
progress against the internal audit plan was tracked throughout the year.
The Head of Group Risk Assurance conducted several internal audits
and additional assurance reviews during 2025, the details of which were
presented to the Audit Committee. The internal audits included reviews
of the appropriateness and effectiveness of controls within the Group
including, but not limited to purchasing and payments, sales and cash
collection, inventory management, accounting and reporting, human
resources, and IT systems and processes. Internal audit findings,
including control improvement observations, and the status thereof,
are reported to the Audit Committee.
The internal audit plan is based on a review of the Group’s key risks
which are considered high risk or have not been subject to a recent
audit. During the internal and external audits, a number of control
findings were identified.
External audit
PwC will stand for re-election at the Company’s 2026 AGM under an
ordinary resolution.
Audit independence and fees
The Audit Committee reviews reports on the audit firm’s own internal
quality control procedures together with the policies and processes for
maintaining independence and monitoring compliance with relevant
requirements. PwC has confirmed its independence as external auditors
of the Company in a letter addressed to the Directors.
The fees payable for 2025 and previous years are as follows:
2025 2024 2023*
Fees payable to external auditors
for the audit of the Company’s
financial statements
£2.2m £1.2m £1.4m
Fees payable to external auditors
for audit of subsidiaries
£0.3m £1.2m £1.0m
Fees related to corporate finance
transactions
£nil £nil £0.9m
Fees related to non-audit services £1.3m £0.3m £0.5m
Total fees payable to external
auditors
£3.8m £2.7m £3.8m
* Period where Deloitte were the external auditor.
The primary driver in audit fees is in relation to the non-audit services. The
non-audit fees of £1.3 million in 2025 are in relation to PwC for their role as
the Reporting Accountant in 2025. Note that Deloitte were the reporting
accountants in 2023. £0.3 million non-audit fees was in relation to the
half-year review performed by PwC.
Non-audit services
As required by the Code, the Audit Committee has a formal policy
governing the engagement of our external auditors, PwC, to supply
non-audit services and to assess the threats of self-review, self-
interest, advocacy, familiarity and management. Written permission
must be obtained from the Chair of the Audit Committee and Chief
Financial Officer before the external auditors are engaged for any
non-audit work. There is a cap on permissible non-audit services of
a maximum of 70% of the average of the fees paid in the last three
consecutive financial years for the external audit services. The policy
ensures that any non-audit work provided by PwC does not impair
their independence or objectivity and is divided into two parts.
During 2025 £1.3 million (2024: £0.3 million) relates mainly to fees in
relation to the work performed by PwC as the Reporting Accountant, 2024
relates to the work performed over the half-year review. PwC’s role as the
Reporting Accountant was in relation to the £85 million equity raise and
relates to the work that they performed over the raise. This compares to
the audit fee of £2.5 million (2024: £2.4 million). As agreed with the Board,
PwC did not perform a review of the 2025 half yearly financial statements.
The non-audit services policy was followed with no exceptions.
External auditor’s effectiveness
The effectiveness of the external auditors and the audit process is
assessed by the Audit Committee, which meets the audit partner
and senior audit managers regularly through the year. Annually, the
Audit Committee assesses the qualifications, expertise, resources
and independence of the Group’s external auditors, as well as the
effectiveness of the audit process through discussion with the
Executives. The Chair of the Audit Committee also meets with the
PwC engagement partner.
The Audit Committee is satisfied that the external audit process for 2025
was effective in meeting governance requirements and fully addressing
audit risk areas.
Videndum plc
50
Annual Report and Accounts 2025
2025 Annual Report and Accounts – fair, balanced
and understandable
The Audit Committee provides assurance to the Board that the 2025
Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to assess the Group’s
position, financial performance, business model and strategy. The Audit
Committee concentrated its review of the full year results on the financial
statements only and the process which underpinned the drafting of the
Going Concern and Viability statement. The contents of the financial
statements and the Going Concern and Viability statements were
reviewed by the Audit Committee at the 27 March 2026 meeting. The
Board as a whole is responsible for preparing the Annual Report and
Accounts. The Audit Committee reported to the Board that, based on its
review of the evidence, it was satisfied that the 2025 Annual Report and
Accounts, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for shareholders to assess the Group’s
performance, business model and strategy.
Significant accounting issues
Significant accounting issues and judgements are identified by the finance function and discussed with the external auditor and are reviewed by the
Audit Committee. The significant issues considered by the Audit Committee in respect of the year ended 31 December 2025 are set out below:
Significant
accounting issue How it was addressed
Going concern The Audit Committee considered, reviewed and challenged managements assumptions and scenarios presented to determine whether it was
appropriate to prepare the financial statements on a going concern basis. The forecast was performed through to March 2027. Management prepared
a number of stress tests. Management presented and discussed stressed forecasts with the Audit Committee and noted that it is possible that a sale,
further restructuring or other fundamental re-organisation of the Group could be required to be implemented after the Full Year 2025 Results.
The material uncertainty relates to a possibility under certain scenarios, where the Directors may need to consider such actions, and take certain
preparatory steps in relation thereto, following the Full Year 2025 Results.
Although outside of the defined going concern assessment period, this represents potential events or conditions of sufficient significance to indicate the
existence of a material uncertainty which may cast significant doubt over the Group’s ability to continue as a going concern should these events or
conditions be realised.
These financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern. Refer to Section 1
on page 95 for further information.
The Board concluded that it is was appropriate to prepare the financial statements on a going concern basis.
Goodwill
and acquired
intangibles
The Audit Committee critically reviewed management’s assessment of goodwill and acquired intangible assets tested for impairment. The
challenge was around management’s assessment, including key drivers such as the cash flow forecasts, discount rates and long-term growth
rate. Further information that they have challenged on is disclosed in Note 3.1 Intangible assets on page 113. The external auditors also
presented their assessment. During 2025, no goodwill was impaired (2024: £46.0 million). Impairments against acquired intangibles totalled
£22.9 million (2024: £nil). Additionally, fixed assets impairment of £3.3 million was identified for impairment. Refer to note “3.2 Property, plant
and equipment“ for further details. The Audit Committee concurred with management’s assessment.
Capitalisation
of development
costs
The Audit Committee considered whether the development costs capitalised during the year complied with IAS 38. Management presented a list of
the key projects that had been capitalised, along with an assessment of future profitability to support the value on the Balance Sheet. Management
identified impairment of previously capitalised development costs of £2.3 million. Refer to note Note “3.1 Intangible assets”. The external auditors also
presented their findings. The Audit Committee agreed with management’s accounting treatment and related disclosures.
Deferred tax The Audit Committee critically reviewed management’s derecognition of deferred tax assets. During 2024, the Group fully derecognised the deferred
tax asset of £62.6 million, nothing material was further impaired in 2025. The external auditors also presented their assessment. The Audit Committee
concurred with management’s assessment.
Working
capital
valuation
The Audit Committee critically reviewed the carrying value of the Group’s working capital. This took into account management’s assessment of the
appropriate level of provisioning including collectability of receivables and inventory obsolescence throughout the year. With regard to inventory, the
gross levels held by inventory type, the provisions recorded against obsolescence, and inventory days analysis were also presented to the Audit
Committee. Inventory representing £2.0 million of JOBY stock was fully impaired at the end of October 2025, following the disposal of the intangible
assets. Refer to page 104 for further detail. The Audit Committee concurred with management’s assessment of the Group’s working capital position.
Refer to section 3.3 on page 118 for further disclosure and quantification around working capital.
Provisions
and liabilities
The Audit Committee considered the judgemental issues relating to the level of provisions and other liabilities. The more significant items include
restructuring, and grant repayment provisions, and taxation. For each area management presented to the Audit Committee the key underlying
assumptions and key judgements and, where relevant, the range of possible outcomes. The external auditors also presented on each of these areas and
their assessment of these judgements. The Audit Committee has used this information to review the position adopted in terms of the amounts charged
and recorded as provisions, acknowledging the level of subjectivity that needs to be applied. The Audit Committee has agreed with the conclusions
reached by management and the associated disclosure in the financial statements. The provision has decreased from £11.9 million in 2024 to £4.1 million
at the end of 2025, which is largely driven by the settlement of 2024 restructuring activities. Refer to section 3.6 on page 123 for further detail.
Adjusting
items
The Audit Committee considered the validity of adjusting items that were reported in 2025. Adjusting items are impacted by the 2025 restructuring
activities, which includes corresponding impairments of assets. The adjusting items primarily relate to the amortisation of intangibles assets that are
acquired in a business combination (£3.2 million), restructuring and other costs (£4.1 million), write-down of assets (£3.3 million), and other adjusting
items, such as the unsuccessful H1 2025 refinancing initiatives (£5.4 million). The Audit Committee challenged management around certain adjusting
items. Refer to section 2.2 on page 103 for further detail. The external auditors presented their findings with regard to audit testing over adjusting
items. The Audit Committee agreed with management’s accounting and disclosures.
Videndum plc
company only
investment in
subsidiary
impairment
The Audit Committee critically reviewed management’s assessment of the investment impairment. The challenge was around management’s
assessment including key drivers such as the cash flow forecasts, discount rates and long-term growth rate. Further information that they have
challenged on is disclosed in Note f Investments in subsidiary undertakings on page 153. The external auditors also presented their assessment.
During 2025, the impairment was £40.0 million (2024: £364.3 million).
Audit Committee report continued
51
Financial StatementsStrategic Report Corporate Governance
Dear Shareholder
Videndum’s Directors’ Remuneration report
for 2025 comprises three separate sections:
Section 1 – this annual statement which
sets out the work of the Remuneration
Committee in 2025 and priorities for 2026.
Section 2 – the Directors’ Remuneration
Policy (“the Policy”) that sets out the
Company’s policy on Directors’ remuneration
that was approved by shareholders at the
Company’s 2025 AGM and amended at a
subsequent General Meeting on 28 July 2025.
Section 3 – the 2025 Annual Report on
Remuneration sets out the remuneration
paid to Directors in 2025 as well as
details of how the Committee intends
to implement our Policy for 2026.
2025 proved to be an exceptionally difficult
year for Videndum with the Company’s
financial position and need to refinance
the business dominating all aspects of
the business. This has culminated with
the refinancing of the business approved
at a General Meeting of shareholders
held on 27 March 2026 involving:
– An equity raise of approximately
£85 million gross;
– The equitisation of approximately
£23 million of debt under the Existing
Revolving Credit Facility Agreement
(“RCF”) for new equity for Polus Capital;
– The write-off and release of £15.8 million
of Existing RCF debt by lenders;
– The repayment of approximately
£50 million of the Group’s Existing RCF
from the proceeds of the equity raise; and
– The putting in place of approximately
£60 million of ongoing debt facilities
with Polus Capital as the main lender.
Following shareholder approval at the
General Meeting on 27 March 2026, the
refinancing completed on 30 March 2026
and provides a stable financial platform
for the Company to move forward with.
This is my first Directors’ Remuneration
Report after succeeding Caroline Thomson
as Chair of the Remuneration Committee at
the conclusion of the Company’s AGM held on
16 June 2025. Having joined Videndum’s Board
on 1 May 2023, I have built up experience and
knowledge of the Company enabling me to
succeed Caroline as Chair of the Committee.
In 2025, the Remuneration Committee
sought approval for a new Remuneration
Policy including flexibility for Executive
Directors to receive restricted shares under
the Restricted Share Plan going forward.
This flexibility was considered necessary
due to the challenges in setting meaningful
and motivational performance conditions
tied to the Long Term Incentive Plan.
A set of rules for the Restricted Share Plan
was also approved by shareholders at the
2025 AGM. Shareholders approved the new
Remuneration Policy and 2024 Remuneration
Report with over 97 per cent of shareholders
who voted in favour of both resolutions.
It became evident following the 2025 AGM
that given the financial challenges faced
by the Company and the need to secure
a refinancing of the business, the Board
was in need of specialist financial skills and
that to recruit such skills would require an
amendment to the Remuneration Policy.
Consequently, we sought at a General
Meeting on 28 July 2025 an amendment
to the Remuneration Policy enabling Non-
Executive Directors to receive additional
Non-Executive Director fees beyond those
permitted under the Remuneration Policy
approved at the 2025 AGM and to permit
Non-Executive Director notice periods of up
to 12 months in exceptional circumstances.
Shareholders approved the amendment to
the Remuneration Policy with over 99 per
cent of shareholders voting in favour. The
Remuneration Committee is grateful for this
strong level of support and understanding
in these challenging circumstances. This
change enabled the successful recruitment
of Aidan de Brunner and Martin Cooke as
Independent Non-Executive Directors of the
Company with effect from 31 July 2025.
As per the 28 October 2024 RNS, Stephen
Harris was appointed Executive Chairman
on 28 October 2024 and as 2025 progressed,
it became clear that his remuneration no
longer reflected his role and the demands of
the business refinancing. Consequently, the
Committee amended Stephen’s remuneration
package with effect from 1 July 2025. These
changes included a salary increase from
£250,000 per annum to £500,000 per
annum and introducing a bonus plan from
1 July 2025 capped at 125% of the adjusted
salary for the six month period ended
31 December 2025. In addition, Stephen’s
notice period was increased to six months
from the individual to the Company and
12 months from the Company to individual.
Remuneration report
Annual statement
Anna Vikström Persson
Remuneration Committee Chair
Videndum plc
52
Annual Report and Accounts 2025
Remuneration report continued
The Chairman’s 2025 half year bonus was
structured with 40 per cent measured
against revenue targets, 40 per cent
against personal objectives and 20 per cent
against operating profit/loss targets.
Setting targets during 2025 proved
to be extremely challenging with the
business facing significant uncertainty,
restructuring of the business and with the
majority of management time dedicated
to the refinancing of business.
While the Remuneration Committee set
targets for Stephen Harris’ 2025 bonus
plan based on revenue, operating profit/
loss and personal objectives targets, the
outturn against these targets does not reflect
the significant contribution that Stephen
Harris has made to secure a viable financial
future for the Company culminating with
the refinance of the business that has just
concluded. The Remuneration Committee
having discussed the outcome with its
advisors has therefore exercised its discretion
on the 2025 bonus plan for Stephen Harris
and has awarded a bonus of £250,000. The
Committee when exercising its discretion
considered the interests of all stakeholders
and was firmly of the view that a bonus of this
amount was entirely merited to recognise the
significant contribution that Stephen Harris
has made given the successful refinance of
the business providing a stable platform for
the business to grow from. Stephen Harris
was pivotal in this outcome. Further, Stephen
Harris was fulfilling two roles throughout
2025 as Chairman and Chief Executive
Officer. Accordingly, a bonus of this amount in
the Committee’s opinion was entirely merited
and justified. Full details on the 2025 bonus
plan for Stephen Harris are given on page 64.
The bonus will be paid in cash in recognition
of the fact that Stephen Harris has
separately participated in the equity raise
that completed on 30 March 2026.
The Remuneration Committee in 2025
considered and approved a remuneration
package for the recruitment of Brian Morgan
as the Group’s Chief Financial Officer and
who joined the Board on 13 October 2025.
Other than the bonus for Stephen Harris,
no other incentive arrangements were
paid or vested in respect of 2025.
Governance and performance of the
Remuneration Committee in 2025
The Remuneration Committee during 2025
comprised the following:
– Anna Vikström Persson: Chair with
effect from 16 June 2025 (member before
that date)
– Graham Oldroyd
– Polly Williams
– Eva Lindqvist (appointed 1 April 2025)
– Richard Tyson (resigned 31 July 2025)
– Caroline Thomson (Chair until 16 June 2025
and member)
All members of the Remuneration Committee
are Independent Non-Executive Directors
of the Company.
The Remuneration Committee has been
delegated by the Board, responsibility
to set the remuneration framework for
Executive Directors and members of the
Executive Committee. As Chair of the
Committee, I lead this process with the
support of the other Committee members.
During 2025, we invited the Chairman,
the Group Company Secretary and Chief
People Officer, to attend meetings and to
give input unless they were conflicted on a
particular matter. To further support the
Committee in its duties, the Committee uses
the advice and services of FIT Remuneration
Consultants who provide independent
advisory services on executive remuneration
and wider market remuneration issues.
In my role as Chair of the Remuneration
Committee, I have been available to
shareholders to discuss matters relating to
Directors, and senior executive remuneration.
During 2025, we engaged with several
large shareholders in connection with the
new Remuneration Policy approved at
the 2025 AGM and the amendment to it
approved at the General Meeting on 28 July
2025. I am grateful for the input from
shareholders, who have been supportive.
All members of the Committee attended all
meetings in 2025, except for Richard Tyson
who could not attend the 18 July 2025 short
notice Remuneration Committee meeting
due to a prior standing commitment. Despite
this, Richard Tyson provided feedback to me
in advance of the meeting on the business
to be discussed. Apart from normal business
such as Directors’ duties and conflicts of
interest, minutes of previous meetings and
matters arising. The Committee also:
– reviewed the draft Remuneration Policy
Report to be put to shareholders at the
2025 AGM and considered the Company’s
TSR performance to 31 December 2024 in
connection with the 2022 LTIP awards
which lapsed in full.
– considered an update on the Remuneration
Policy Report to be put to shareholders at
the 2025 AGM and the 2024 Annual Report
on Remuneration.
– approved senior executive compensation for
2025 as well as remuneration arrangements
for 2025 for the wider workforce.
– considered and approved the final
Remuneration Policy Report to be put to
shareholders at the 2025 AGM and the
2024 Annual Report on Remuneration.
– approved the rules of the Restricted Share
Plan to be put to shareholders for approval
at the 2025 AGM.
– considered a proposed remuneration
package for the Group Chief Financial
Officer role.
– approved a change in the remuneration
package for Stephen Harris including an
increase in salary, change in notice period
and participation in a bonus plan for the
second half of 2025.
– considered and approved proposed salary
increases for Executive Directors in 2026
and discussed the likely shape of an annual
bonus plan for 2026.
53
Financial StatementsStrategic Report Corporate Governance
Minutes of each meeting are prepared by the
Group Company Secretary and circulated to
Committee members following each meeting.
The Remuneration Committee was subject
in 2025 to an internal evaluation led by the
Chairman and Group Company Secretary.
This involved a questionnaire to each
Committee member. The output from the 2025
Remuneration Committee evaluation included:
– The Remuneration Committee has high
governance standards.
– Remuneration Committee meetings are
well run, follow a rigorous cycle of business
and the Committee Chair effectively leads
the Committee.
– The Remuneration Committee is well served
by its advisor FIT Remuneration.
– Remuneration outcomes in 2025 were
aligned with the interests of shareholders.
– The Committee has a clear understanding
of the views of shareholders on
executive remuneration.
Discretion
As detailed above, the Committee
exercised upward discretion in respect
of the Chairman’s bonus for the half
year ended 31 December 2025.
Implementation of the Policy and
priorities for 2026
The Remuneration Committee in 2026 will
be focused on implementing remuneration
for Executive Directors and senior managers
in line with the approved Remuneration
Policy and supporting the refinancing,
returning the business to growth.
As part of the refinancing of the business
that completed on 30 March 2026,
the Committee will look to make share
incentive awards to Executive Directors
in April 2026 on the following basis:
– For Stephen Harris, a Restricted Share Plan
(“RSP”) award representing 100 per cent
of salary which will have a three-year
vesting period.
– For Brian Morgan, an RSP award
representing 200 per cent of salary and
which will have a three-year vesting period.
The 200 per cent of salary award includes
100 per cent of salary joining commitment.
– The current intention is that both of the
above awards which will be underpinned in
line with the Directors’ Remuneration Policy,
will be made in the 42-day period following
the announcement of the Company’s 2025
Full Year Results announcement. Full details
of the awards will be announced to the
market upon being made. Further details of
the proposed Restricted Share Award are set
out in the Annual Report on Remuneration.
An annual bonus plan will also operate for
2026 for Executive Directors and senior
managers focused on recovering the business.
The Committee in 2026 will also focus on the
following matters:
– Securing shareholder approval at the
2026 AGM for the 2025 Annual Report
on Remuneration.
– Ensuring that remuneration arrangements
for 2026 including variable and non-variable
elements support the recovery of the
business and ensure the retention of
key talent.
– Supporting the Nominations Committee
and Board on the successful recruitment
and remuneration packages for a new
Group Chief Executive Officer with the
right kills and experience to grow the
business following completion of the
business’ refinancing.
Details of how the Committee intends to
operate the Policy for 2026 are set out in the
Annual Report on Remuneration.
Annual General Meeting
Shareholders will be asked to approve an
advisory vote on the Directors’ Remuneration
Report, other than the part containing the
Directors’ Remuneration Policy at the AGM to
be held on 19 May 2026. I strongly encourage
all shareholders to vote in favour of this
resolution. I will attend the AGM and be
available to answer questions on remuneration
issues either at the meeting itself or ahead
of the AGM should any shareholder wish
to contact me at info@videndum.com.
Anna Vikström Persson
Remuneration Committee Chair
31 March 2026
Videndum plc
54
Annual Report and Accounts 2025
Directors’ Remuneration Policy
Directors’ Remuneration Policy (“the Policy”)
The following is a summary of the Policy that covers remuneration for Directors of the Company as approved at the Company’s AGM on 16 June
2025. The 2025 Policy was further amended at a General Meeting on 28 July 2025 relating to the payment of fees and notice periods for
Independent Non-Executive Directors and that is reflected in the summary below. The full Policy, as approved by shareholders at the 2025 AGM
and amended at the General Meeting on 28 July 2025 is available on the Company’s website – Videndum.com.
The Policy is expected to last for the next three years.
This report contains further information required under the Listing Rules and the 2024 UK Corporate Governance Code.
Remuneration Policy table for Executive Directors
Base salary
Base salary is set at a level to secure the services of talented Executive Directors with the ability to develop and deliver a
growth strategy.
Operation Maximum opportunity Performance measures
Fixed contractual cash amount usually paid
monthly in arrears.
Normally reviewed annually, with any increases
taking effect from 1 July each year, although
the Committee may award increases at other
times of the year if it considers it appropriate.
This review is dependent on continued
satisfactory performance in the role of an
Executive Director. It also includes a number
of other factors, including experience,
development and delivery of Group strategy
and Group profitability, as well as external
market conditions and pay awards across
the Company.
The Committee has not set a maximum level
of salary and the Committee will usually
award salary increases in line with average
salary increases awarded across the Company.
Larger increases may, in certain circumstances,
be awarded where the Committee considers
that there is a genuine commercial reason
to do so, for example:
– Where there is a significant increase in
the Executive Director’s role and duties.
– Where an Executive Director’s salary falls
significantly below market positioning.
– Where there is significant change in the
profitability and/or size of the Company
or material change in market conditions.
– Where an Executive Director was recruited
on a lower than market salary and is being
transitioned to a more market standard
package as he or she gains experience.
Not applicable
Benefits
To provide Executive Directors with ancillary benefits to assist them in carrying out their duties effectively.
Operation Maximum opportunity Performance measures
Executive Directors are entitled to a range
of benefits including car allowance, private
health insurance and life assurance.
Other ancillary benefits may also
be provided where relevant, such as
income protection, expatriate travel
or accommodation allowances.
Executive Directors are entitled to participate
on the same terms as all employees in the
Sharesave Plan or any other relevant
all-employee share plan.
There is no maximum level of benefits
set, given that the cost of certain benefits
will depend on the individual’s particular
circumstances. However, benefits are set at
an amount which the Committee considers
to be appropriate, based on individual
circumstances and local market practice.
Executive Directors’ participation in the
UK all-employee Sharesave Plan is capped
by the rules of the Sharesave Plan
(currently £500 per month maximum).
An International Sharesave Plan also
operates for non-UK employees.
Not applicable
55
Financial StatementsStrategic Report Corporate Governance
Annual bonus
To provide a material incentive to drive Executive Directors to deliver stretching strategic and financial performance and to grow
long-term sustainable shareholder value.
Half of any earned annual bonus (after tax) is deferred into the Deferred Bonus Plan held in the form of shares and focuses the
Executive Director on long-term value delivery and growth.
Operation Maximum opportunity Performance measures
Paid annually based on performance in
the relevant financial year. The amount is
determined based on published full year results
after the financial year end.
Award levels and performance measures are
reviewed annually. The Committee ensures
that performance measures remain aligned
to the Company’s business objectives and
strategic priorities for the year.
Up to half of the annual bonus paid (after tax)
is deferred into awards under the Deferred
Bonus Plan for a period of three years on
a mandatory basis unless the Committee
determines an alternative deferral period is
appropriate. Awards may be granted in the
form of conditional awards, nil-cost options,
forfeitable shares or similar rights. After
a period of three years, the awards vest
in the form of shares in the Company.
The Committee retains full discretion to
amend the bonus payout (upwards or
downwards), if in its opinion any calculation of
payout does not produce a fair result for either
the individual or the Company, taking into
account the overall business performance
of the Company. Any such use of discretion
will be clearly reported in the next published
Remuneration report.
Participants may also receive the value of
any dividends which would have been paid
on shares in respect of which the award
vests, which may be calculated assuming
reinvestment of the dividends in the
Company’s shares on a cumulative basis.
Such dividends are paid out in the form
of additional shares in the Company.
In the event of any material misstatement
of the Company’s financial results, serious
reputational damage to the Company
caused by a breach of the Company’s Code of
Conduct or otherwise, a miscalculation or an
assessment of any performance conditions
that was based on incorrect information,
or the occurrence of an insolvency or
administration event, malus and clawback
provisions may apply for three years from the
date of payment of any bonus or the grant
of any deferred bonus share award permitting
the Committee to reduce, cancel or impose
further conditions on awards.
An absolute maximum of 125% of base salary
to be paid in each year.
Measures and targets for the annual bonus
are set annually by the Committee.
Annual bonus measures may be based on
the achievement of annual targets set against
the Group’s adjusted profit before tax, cash
conversion and/or strategic or personal
objectives. The majority of any bonus will
be based on financial performance measures.
The Committee reserves the right to change
measures or introduce new metrics for each
financial year to ensure alignment with the
short-term priorities of the business. The
Committee reviews targets and objectives
annually to ensure the annual bonus remains
appropriate and challenging.
Targets are typically measured over a one-year
period. Payments range between 0% for
threshold and 125% of base salary for
maximum performance.
Awards granted under the Deferred Bonus
Plan are not subject to any further
performance conditions.
Videndum plc
56
Annual Report and Accounts 2025
Directors’ Remuneration Policy continued
Long-Term Incentive Plan (“LTIP”)
To provide a long-term performance and retention incentive for the Executive Directors involving the Company’s shares.
To link long-term rewards to the creation of long-term sustainable shareholder value by way of delivering on the Group’s agreed
strategic objectives.
Operation Maximum opportunity Performance measures
Under the LTIP, awards are made over a fixed
number of shares, which will vest based on the
achievement of performance conditions over
a performance period of, typically, at least
three years. The performance conditions are
set by the Committee at the start of the
performance period. Awards can take the
form of a conditional award of shares,
a nil-cost option or similar rights.
Awards may be settled in cash (for
participants in territories that prohibit
settlement in shares).
Participants may also receive the value of
any dividends which would have been paid
on shares in respect of which the award
vests, which may be calculated assuming
reinvestment of the dividends in the
Company’s shares on a cumulative basis.
The Committee retains full discretion to
amend the vesting outcome upwards or
downwards if, in its opinion, any calculation
or payout does not produce a fair result for
either the individual or the Company, taking
into account the overall business performance
of the Company. Any such use of discretion
will be clearly reported in the next published
Remuneration report.
For Executive Directors, awards are normally
subject to a mandatory two-year holding
period for any shares that vest.
In the event of any material misstatement
of the Company’s financial results or serious
reputational damage to the Company
caused by a breach of the Company’s Code of
Conduct or otherwise, a miscalculation of an
assessment of any performance conditions
that was based on incorrect information,
or the occurrence of an insolvency or
administration event, malus and clawback
provisions may apply for up to three years
from the vesting of an award permitting the
Committee to reduce or impose further
conditions on awards.
The maximum value of shares over which
awards may be granted in respect of each year
is 150% of base salary. 200% is permitted
in exceptional circumstances determined by
the Committee.
LTIP awards may be based on financial,
non-financial and/or share price-based
performance conditions as determined
from time to time by the Committee.
The Committee will determine the choice
of measures and their weighting prior to
each grant and reserves the right to change
the balance of the measures as it deems
appropriate, such that no measure accounts
for less than 25% of the total award.
Historically, 33% of the award has been
subject to the Company’s Total Shareholder
Return (“TSR”) compared to a comparator
group measured over a three-year
performance period. 67% of the award has
historically been subject to targets set against
growth (adjusted by the Committee as it
considers appropriate) in the Company’s
adjusted basic Earnings Per Share* (“EPS”)
over the same three-year performance period.
The Remuneration Committee additionally
adopts a discretionary underpin on vesting
of the LTIP, whereby the Committee will
assess the Group’s underlying performance
in finalising vesting outcomes. In particular,
the Committee will assess the Group’s ROCE
performance when approving outcomes under
the EPS element of awards.
At threshold, up to 25% of the award will vest,
increasing on a straight-line basis up to 100%
for performance in line with maximum.
Below threshold none of the award will vest.
There is no retesting of any
performance measure.
57
Financial StatementsStrategic Report Corporate Governance
Restricted Share Plan (“RSP”)
To provide a long term performance and retention incentive for Executive Directors in addition to the LTIP involving the Company’s shares.
The RSP can be used by the Remuneration Committee in addition to or in substitution to the LTIP.
Operation Maximum opportunity Performance measures
Under the RSP, awards are made over a fixed
number of shares, which will normally vest at the
end of a period of time, typically three years.
There are no performance conditions tied to a RSP
although the Remuneration Committee at the
point of vesting may take into account the
underlying performance of the business.
RSP awards may be settled in cash (for
participants in territories that prohibit settlement
in shares).
Participants may also receive the value of
any dividends which would have been paid
on shares in respect of which the award
vests, which may be calculated assuming
reinvestment of the dividends in the Company’s
shares on a cumulative basis.
The Committee retains full discretion to amend
the vesting outcome upwards or downwards if,
in its opinion, any calculation or payout does not
produce a fair result for either the individual or
the Company, taking into account the overall
business performance of the Company. Any such
use of discretion will be clearly reported in the
next published Remuneration report.
For Executive Directors, awards are normally
subject to a mandatory two-year holding period
for any shares that vest.
In the event of any material misstatement
of the Company’s financial results or serious
reputational damage to the Company caused by
a breach of the Company’s Code of Conduct or
otherwise, a miscalculation of an assessment of
any relevant additional condition that was based
on incorrect information, or the occurrence of an
insolvency or administration event, malus and
clawback provisions may apply for up to three
years from the vesting of an award permitting the
Committee to reduce or impose further conditions
on awards.
The maximum value of an RSP award
in respect of each year is 100% of salary,
other than in the event of recruitment
of an Executive Director, where awards
will be capped at 400% of salary.
For the purposes of recruitment, an award of
shares under the RSP above 100% of salary
(and up to 400% of salary) will be contingent
on the Executive Director purchasing and
retaining shares in Videndum during the
vesting period of the RSP award.
The vesting of the RSP is not linked to
performance conditions and normally vest
after three years subject to the participant
remaining an employee of the Company.
The Remuneration Committee at the point
of vesting will look at the underlying financial
performance of the Company to determine
that a vesting award is fair and reasonable
against the Company’s performance.
Pension contribution
To provide a benefit comparable with market rates, helping with the recruitment and retention of talented Executive Directors able to
deliver a long-term growth strategy.
Operation Maximum opportunity Performance measures
Usually paid monthly in arrears.
Executive Directors may receive a contribution
into the Company’s Defined Contribution Plan, a
personal pension arrangement and/or a payment
as a cash allowance.
All Executive Directors receive a pension
contribution of 8% of base salary which is
in line with pension contributions provided
to the wider UK employee workforce. Salary
is the only pensionable element of Executive
Director remuneration. The Chairman does not
however receive a pension contribution.
Not applicable.
Videndum plc
58
Annual Report and Accounts 2025
Directors’ Remuneration Policy continued
Notes to the Directors’ Remuneration Policy table
for Executive Directors
Under the Company’s share plans the Committee may: (1) in the event
of any variation of the Company’s share capital, demerger, delisting,
special dividend or other event which may affect the price of shares,
adjust or amend awards in accordance with the terms of the plan; and
(2) amend a performance condition if an event occurs which causes it
to consider an amended condition would be more appropriate and not
materially less difficult to satisfy. Any such amendment would be
reported in a subsequent Remuneration report.
Legacy plans
The Committee reserves the right to make any remuneration payments
and payments for loss of office notwithstanding that they are not in
line with the Policy set out above where the terms of the payment were
agreed: (1) before the Policy came into effect; or (2) at a time when the
relevant individual was not a Director of the Company and, in the
opinion of the Committee, the payment was not in consideration
for the individual becoming a Director of the Company. For these
purposes payments include the Committee satisfying awards of
variable remuneration and, in relation to an award over shares, the
terms of the payment are agreed at the time the award is granted.
Shareholding requirements (including after employment ceases)
Executive Directors during their tenure are expected to build
a shareholding in the Company representing 200% or more of their
base salary. All net of tax vested LTIP and RSP awards, DBP awards
and exercised Sharesave options should be retained by the Executive
Director until this requirement has been met. This level of shareholding
aligns Executive Directors with the interests of shareholders and
ensures that Executive Directors are focused on long-term
shareholder value.
Post-employment, Executive Directors are expected to maintain a
material level of shareholding in the Company for at least two years
from the date of departure made up of the following elements:
– Awards held under the DBP will only vest on their normal vesting
dates and will not be accelerated to the date of departure. Upon
vesting, such shares are to be retained until at least the second
anniversary of the departure date.
– For an Executive Director who is a good leaver, LTIP and RSP awards
will ordinarily vest on their normal vesting date and be subject
to relevant performance testing, pro rata treatment to the date
of leaving and be subject to a two-year holding period (subject
to that two-year holding period not being beyond two years from
when the individual ceased to be an Executive Director).
– Awards that have already vested under the LTIP and RSP are
normally subject to a two-year holding period following vesting
(but not longer than two years from the date of departure).
– For the avoidance of doubt, any shares purchased by an Executive
Director using their own personal funds will not be subject to this
post-employment shareholding policy.
The Chairman and Non-Executive Directors are not subject to any such
shareholding requirement. However, they are encouraged to hold shares
in the Company. Read more on page 66.
Performance measures
The Annual Bonus Plan is based on both personal and Group financial
measures. Typically, the majority of the bonus will be based on financial
measures such as Group adjusted profit before tax. The measures have
been chosen to provide a balance between incentivising the delivery of
the Group’s key financial priorities in any particular year and important
individual strategic objectives. The Committee may vary the specific
measures and targets year-on-year to ensure that they reflect the key
financial and strategic priorities for the Company in any given year.
The selection of measures and the setting of targets takes into account
the Company’s business priorities and risk appetite.
LTIP awards historically are based on adjusted basic Earnings Per Share*
growth and on TSR performance against a specific comparator group.
The Committee considered these to be important measures of
performance for the Company over the longer term. While TSR links
a portion of the LTIP to the creation of value for shareholders, adjusted
basic Earnings Per Share* growth is a Key Performance Indicator for
the Group with the combination providing an appropriate balance
between growth and returns. The Committee has also adopted a
discretionary underpin on vesting of the LTIP, whereby the Committee
will assess the Group’s underlying performance in finalising vesting
outcomes. In particular, the Committee will assess the Group’s ROCE*
performance when approving outcomes under the EPS element of
awards. While the Committee does not disclose a formulaic target in
advance, the Committee will ensure that it provides full retrospective
disclosure around its decision-making process, including a summary of
the ROCE* trajectory over the performance period. Any changes to these
measures will be aligned with the long-term strategy of the Group. Under
the LTIP, the Committee however retains full discretion to vary
performance conditions to set conditions that reflect the business
circumstances and that the Committee deems appropriate. While
awards under the RSP do not have performance conditions attached to
them, discretionary underpins may also apply in respect of RSP awards.
The Committee is mindful that unmerited windfall gains must be avoided.
Read more on the provisions for the withholding and recovery of sums
from the Directors (malus and clawback) on page 74.
Remuneration Policy for the Chairman and Non-Executive
Directors
The Non-Executive Directors do not participate in any Annual Bonus
Plan or the Company’s share plans.
Stephen Harris was appointed to his current role on 25 October 2024.
Under a service agreement dated 17 December 2024 until a new Group
Chief Executive Officer is recruited, the Chairman may receive
share-based awards. In this regard, an award under the Long Term
Incentive Plan was made to the Chairman on 18 December 2024 and
6 January 2025. Read more on page 65. Under the service agreement
dated 17 December 2024, Stephen Harris also receives an annual car
allowance and private healthcare coverage. Upon the recruitment of a
new permanent Chief Executive, Stephen Harris will revert to his former
role as Non-Executive Chairman. An amendment to Stephen Harris’s
service agreement was signed on 2 September 2025 whereby his base
salary, notice period and participation in an annual bonus was approved.
Details on this are set out later in this report.
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Financial StatementsStrategic Report Corporate Governance
Role Purpose Operation
Chairman To recruit and retain an Independent Non-Executive
Chairman reflecting the responsibilities and time
commitment for the role. To lead an effective Board
enabling delivery on the Group’s growth strategy and
creation of long-term sustainable shareholder value.
While the Board has not set a maximum level of fee payable
to the Chairman, the Board will review the level of fee paid
usually on an annual basis and determine whether that is
sufficient in terms of market conditions and also the time
commitment for the role.
The Chairman’s fee is an all-inclusive consolidated amount.
It is paid in cash, not shares, usually on a monthly basis
in arrears.
Fees are benchmarked against FTSE-listed companies
of a similar size and complexity to Videndum. Any future
increases will take into account the need to ensure that the
fee remains competitive and reflects the time commitment
for the role.
The Chairman’s remuneration also covers his Chairmanship
of the Nominations Committee.
Non-Executive
Directors
To recruit and retain Independent Non-Executive
Directors reflecting the responsibilities and time
commitment for the role to contribute to an effective
Board and to deliver on the Group’s growth strategy and
creation of long-term sustainable shareholder value.
Fees paid to Non-Executive Directors of the Company
consist of the following:
– A base fee.
– An additional fee for the role of the
Senior Independent Director.
– An additional fee for chairing the Audit and
Remuneration Committee or for the designated
Non-Executive Director tasked with oversight of
employee engagement.
– An additional fee for chairing a Board committee and/or
taking on additional responsibilities.
Fees are usually reviewed annually and are benchmarked
against FTSE-listed companies of a similar size and
complexity to Videndum. All fees are paid in cash,
not shares, usually on a monthly basis in arrears.
Benefits To reimburse the Chairman and Non-Executive Directors
for reasonable expenses incurred and bear any costs
associated with tax, where relevant.
Expenses are reimbursed as and when incurred
relating to the Company’s business (including travel
and hotel accommodation).
Videndum plc
60
Annual Report and Accounts 2025
Consideration of employment conditions elsewhere in the
Company
The Committee, when determining Executive Directors’ remuneration,
takes into account remuneration and employment terms and conditions,
including levels of pay for all employees of the Company. The Committee
is kept informed of:
– Salary increases for the general employee population.
– Company-wide benefits including pensions, share incentives,
bonus arrangements and other ancillary benefits.
– Overall spend on annual bonus.
– Participation levels and outcomes in the Annual Bonus Plan, LTIP
and RSP.
When setting the remuneration of the Executive Directors, the
Committee has regard to general employment terms and conditions
within the Company as set out above. However, it is recognised that the
roles and responsibilities of Executive Directors are such that different
levels of remuneration apply, with a greater proportion of remuneration
tied to the financial performance of the Company. The Committee
did not consult with the Company’s employees when drawing up the
Directors’ Remuneration Policy set out in this report. Eva Lindqvist
is the Non-Executive Director with responsibility for employee
engagement, and as part of that role will hold staff engagement
sessions through which she is informed on remuneration issues for the
wider Group workforce and keeps the Board fully updated. Read more
on page 58.
Policy on outside appointments
The Committee believes it is beneficial both for the individual and
the Company for an Executive Director to take up one external
non-executive appointment. Remuneration received by an Executive
Director in respect of such an external appointment would be retained
by the Director. This policy is reflected within the employment contract
of an Executive Director. Stephen Harris under a service agreement
dated 17 December 2024, is able to take up to two external
directorships, subject to the written consent of the Senior Independent
Director. As at the date of this report, neither Stephen Harris nor
Brian Morgan have taken up any other external directorships.
Remuneration Policy for senior managers and other employees
of the Group
The Remuneration Policy for senior managers in the Company is similar
to that of the Executive Directors although the incentive potential is
lower as are salary levels in accordance with levels of responsibility and
complexity. They participate in the Annual Bonus Plan with the same
structure as the Executive Directors, as well as the LTIP or participation
in a RSP, and therefore a significant element of their remuneration
is also dependent upon the financial performance of the Company
and the Company’s share price in addition to individual performance.
Remuneration for all other employees is set taking into account local
market conditions to ensure that pay and benefits attract and retain
employees in those local markets and help deliver the Group’s agreed
strategy. A large proportion of employees are able to participate in
bonus plans that are tied to Company, Divisional and business unit
financial performance as well as individual performance against
personal objectives. The structure of bonus plans varies across
the employee workforce to achieve different objectives.
Full-time employees of the Company in the UK, US, Italy and several
other countries are able to participate in an all-employee Sharesave
Plan granting employees an option to save and purchase a limited
number of shares in the Company at a discount to the market price at
the time an offer of the Plan is made. Senior managers participate in a
RSP. The RSP awards shares to key employees over a vesting period of
up to three years and helps retain and motivate key talent to deliver
on the Group’s strategic growth objectives.
All full-time employees are also offered membership of a pension
scheme upon joining the Company which is compliant with local
legal requirements. In the UK, employees are able to join a defined
contribution pension plan with the employer making an 8% of salary
contribution and the employee required to make a minimum
contribution of 4% of salary. The pension contribution is based
on base salary only.
The Remuneration Committee is kept informed on Remuneration Policy
and arrangements for the wider employee population with regular
updates to enable it to stay informed and to assist in setting
Executive Directors’ remuneration.
Approach to recruitment remuneration
The Committee’s policy is to seek Director recruitment with the
requisite skill and experience to lead the business and grow the value of
the Company over the long term. Generally, pay on recruitment will be
consistent with the Policy for Executive Directors as set out in the Policy
table and set at a level to reflect overall responsibilities.
The Committee has the flexibility to set the salary of a new Executive
Director at a lower level initially, with a series of planned increases
implemented over the following years to bring the salary to the desired
level. Consistent with the regulations, any cap on base salary does not
apply. Benefits will be consistent with the Remuneration Policy. Certain
additional benefits may be provided such as relocation expenses or
allowances. The pension contribution for an Executive Director will be in
line with the UK workforce contribution rate (currently 8% of base salary).
However, the Committee may, in its absolute discretion, include
remuneration components or awards which are not specified in the
Policy table, subject to the maximum level of variable pay set out in
the following paragraph, where this facilitates the hiring of candidates
of an appropriate calibre and skillset to deliver on the Group’s strategy.
The Committee will ensure this is only done where there is a genuine
commercial need, and where this is in the best interests of the Company
and its shareholders. The Committee does not intend to use this
discretion to make a non-performance related payment (for example a
“golden hello” payment).
The absolute maximum level of variable pay upon recruitment will
be 525% of base salary (excluding any buy-out awards) which is in line
with the Remuneration Policy set out earlier. This comprises up to 125%
of base salary under the Annual Bonus Plan and up to 400% of base
salary under the Company’s Restricted Share Plan depending on
the level of co-investment made by the new recruit.
In certain circumstances, the Committee may need to make payments
or awards to an executive in respect of buying out remuneration
arrangements relinquished on leaving a previous employer. When doing
so, the Committee will aim to do so broadly on a like-for-like basis with
a fair value no higher than the awards foregone. It will take a number
of relevant factors into account which may include any performance
conditions attached to these awards and the time at which they would
have normally vested. These payments or awards are excluded from
the maximum level of variable remuneration referred to above.
In the event of any such treatment, the Committee will explain
in the next Annual Report on Remuneration the rationale for the
relevant arrangements.
Directors’ Remuneration Policy continued
61
Financial StatementsStrategic Report Corporate Governance
Directors’ service contracts
The Chairman’s service contract is as follows:
Role Date of contract
Notice period
from the Company
to the Executive
Notice period
from the Executive
to the Company
Stephen Harris,
Chairman
– appointed on
25 October 2024
17 December
2024 and
amended on
2 September
2025
12 months (or
automatically
upon the
appointment
of a new
permanent
CEO)
6 months
Stephen Harris’s service contract was amended with a side letter dated
2 September 2025 amending his salary, notice period and his bonus
arrangement for 2025. The service contract was transferred to a new
wholly-owned employing entity, Videndum Group Limited, on
3 November 2025.
The Chief Financial Officer’s service contract is as follows:
Role Date of contract
Notice period
from the Company
to the Executive
Notice period
from the Executive
to the Company
Brian Morgan,
Chief Financial
Officer – appointed
on 13 October 2025
10 October
2025
12 months 12 months
Brian Morgan’s service contract was transferred to a new wholly-owned
employing entity, Videndum Group Limited, on 3 November 2025.
The terms of the service contracts for the Chairman and Chief Financial
Officer do not provide for predetermined amounts of compensation in
the event of early termination by the Company. The Remuneration
Committee’s policy in the event of early termination of employment is
set out below.
For future appointments of Executive Directors, we anticipate that
notice periods will be up to 12 months either way between the Executive
and the Company.
Policy on payment for loss of office
Executive Directors’ notice periods under service contracts are
summarised above. The Committee believes that the Company’s policy
on payment for loss of office and the structure of notice periods is
sufficient to ensure that the Executive Director has security of tenure
and also that the Company has sufficient retention and notice periods
to enable an orderly process for succession planning. In the Committee’s
opinion, any shorter notice period would not be in the Company’s best
interests and would risk the stable running of its operations. The
Committee, however, will not give any Executive Director a service
contract of greater than 12 months’ notice.
In the event of termination of office, the Committee will consider the
circumstances including notice period contained within the service
contract, the circumstances surrounding the termination notably
including the individual’s performance and what is considered to be
in the Company’s best interests. The terms of service contracts do not
provide for predetermined amounts of compensation in the event of
early termination of employment. The Committee maintains full
discretion as how to treat each such termination upon its merits when
trying to mitigate the cost of termination but ultimately honouring
contracted terms. Dealing with each specific element of remuneration
for an Executive Director this would mean the following:
– Base salary, pension and other benefits (including legal fees and
outplacement costs): these will be paid for the notice period, subject
to being mitigated if the Executive Director finds other suitable
employment. This means that each element will continue to be
paid on a monthly basis in arrears during the notice period either
to the end of the notice period or if earlier to the point at which the
Executive Director finds other suitable employment or a mutually
agreed date within the notice period. Although not covered by the
service contract, the Company will pay reasonable legal expenses and
any recruitment outplacement costs to assist the Executive Director
in their exit. The Committee will determine the reasonableness of
such costs keeping in mind shareholders’ best interests.
– Annual Bonus Plan: as a general rule, Executive Directors have
no entitlement to a bonus payment in the event that they cease to
be employed. However, they may be considered for a bonus payment
in certain good leaver circumstances. In such cases the Committee
will generally prorate an annual bonus to the date of termination and
the payment of the annual bonus will usually be dependent upon the
satisfaction of financial performance conditions and an assessment
of the achievement of personal objectives up to the point of leaving
the Company. The Committee reserves an absolute discretion in
circumstances which it considers appropriate to enable a full year’s
annual bonus to be paid in full to an Executive Director in accordance
with the limits and rules of the Annual Bonus Plan applying to the
Executive Director.
– Long Term Incentive Plan and Restricted Share Plan: awards granted
under the Company’s LTIP and RSP are generally treated as follows:
if a participant ceases office or employment with the Group his/her
award will lapse unless he/she is deemed to be a good leaver or dies in
service. An individual is a good leaver if he/she ceases employment
because of ill-health, injury, disability, the sale of the employing
company or business out of the Group or for any other reason at the
Committee’s discretion, for example early retirement, but expressly
not for where a participant is summarily dismissed. Except in the case
of death (where awards vest following death, unless the Committee
determines otherwise), awards will normally vest on the normal
vesting date, unless the Committee determines that awards should
vest at the time the individual ceases employment. The Committee,
when determining the level of an award to vest, will take into account
satisfaction of relevant performance conditions tied to the award
and the period of time that has elapsed since the award was granted
until the date of cessation of employment.
– Deferred Bonus Plan: awards under the DBP will vest on their normal
vesting date (unless the Committee determines that awards should
vest on the individual’s cessation of employment) except in the case
of: (1) death – when awards will vest following an individual’s death;
and (2) gross misconduct – when awards will lapse.
When negotiating the exit package of an Executive Director, the
Committee will ultimately aim to mitigate the cost of any termination
payment while also treating fairly the Executive Director, honouring the
terms of a service contract and acting in the Company’s best long-term
interests. The Committee will, upon reaching an agreement with an
Executive Director on the terms of termination, publish details both with an
announcement and with details published in the subsequent Remuneration
report and this will include an explanation of any use of discretion.
Change of control
In the event of a change of control of the Company, LTIP, RSP and DBP
awards will vest, with the Committee taking into account, in the case
of LTIP and RSP awards, the extent to which the relevant performance
conditions have been satisfied and, unless the Committee determines
otherwise, the period of time that has elapsed since grant. In the event
of a winding-up of the Company, demerger, delisting, special dividend or
other event that may affect the share price, the Committee may also
allow awards to vest on the same basis.
Videndum plc
62
Annual Report and Accounts 2025
Non-Executive Directors
Non-Executive Directors do not have service contracts but serve under
letters of appointment.
The initial period of their appointments is three years but their
appointments may, by mutual consent and with the approval of the
Nominations Committee and the Board, be extended for a further three
years. Appointments may be extended beyond six years by mutual
consent and with the approval of the Nominations Committee and the
Board, if it is in the interest of the Company to do so. Under the letters of
appointment, notice can normally be given by either party upon one
months’ written notice although this may be increased to up to 12 months
written notice in exceptional circumstances. Apart from the disclosure
under the Policy table for the Chairman and Non-Executive Directors
there are no further obligations which could give rise to a remuneration or
loss of office payment under the letters of appointment. All Directors are
subject to annual reappointment by the shareholders at the AGM. Aidan
de Brunner’s notice period is 12 months and all other Non-Executive
Directors’ notice periods are one months’ written notice either way.
Executive Directors’ service contracts and each Non-Executive
Director’s letters of appointment can be viewed by way of contacting
the Group Company Secretary.
Consideration of shareholder views
The Committee in late 2024 and early 2025 consulted with its major
shareholders on remuneration arrangements for Directors including
Stephen Harris in the role as Chairman and also as part of the
submission of the Remuneration Policy Report to the Company’s AGM in
2025. Major shareholders were also consulted on the amendment to the
Policy in connection with Non-Executive Directors’ remuneration and
notice periods as part of the General Meeting held on 28 July 2025.
The Company received over 97% support at the 16 June 2025 AGM
for the resolutions on the 2024 Remuneration report and the new
Remuneration Policy and over 99% support to the amendment to the
Policy at the General Meeting on 28 July 2025 demonstrating a high
level of support from shareholders to the Remuneration Policy and
its implementation.
The Committee would engage with major shareholders ahead of any
material change to the Policy for the Company relating to its Directors
and in accordance with the UK Corporate Governance Code engages
with shareholders should there be a material level of dissatisfaction
from shareholders with Directors’ remuneration. A material level
of dissatisfaction from shareholders would be more than 20%
of shareholders voting against, or abstaining on, a vote related
to Directors’ remuneration.
Anna Vikström Persson, Remuneration Committee Chair, remains
available to discuss the Company’s Remuneration Policy and
implementation of it with shareholders.
Directors’ Remuneration Policy continued
63
Financial StatementsStrategic Report Corporate Governance
Directors’ single figure of total remuneration (audited)
The following table sets out the single figure of total remuneration for Directors for the financial years ended 31 December 2025 and 2024.
Salary/fees
£
Benefits
1
£
Pension
2
£
Annual
bonus
3
£
LTIP
£
Total
£
Total
fixed pay
£
Total
variable pay
£
Directors
Stephen Harris (Chairman)
2025 375,000 42,838 0 250,000 0 667,838 417,838 250,000
2024 166,826 32,018 0 0 0 198,844 198,844 0
Brian Morgan (Chief Financial Officer)
2025 (appointed on 13 October 2025) 88,406 5,311 7,072 0 0 100,789 100,789 0
2024 0 0 0 0 0 0 0 0
Graham Oldroyd
2025 69,567 0 0 0 0 69,567 69,567 0
2024 60,400 0 0 0 0 60,400 60,400 0
Polly Williams
2025 75,400 0 0 0 0 75,400 75,400 0
2024 37,700 0 0 0 0 37,700 37,700 0
Anna Vikström Persson
2025 70,817 0 0 0 0 70,817 70,817 0
2024 60,400 0 0 0 0 60,400 60,400 0
Eva Lindqvist
2025 (appointed 1 April 2025) 56,092 0 0 0 0 56,092 56,092 0
2024 0 0 0 0 0 0 0 0
Aidan de Brunner
2025 (appointed 31 July 2025) 100,870 0 0 0 0 100,870 100,870 0
2024 0 0 0 0 0 0 0 0
Martin Cooke
2025 (appointed 31 July 2025) 27,487 0 0 0 0 27,487 27,487 0
2024 0 0 0 0 0 0 0 0
Caroline Thomson
2025 (left 16 June 2025) 37,073 0 0 0 0 37,073 37,073 0
2024 75,400 0 0 0 0 75,400 75,400 0
Richard Tyson
2025 (left 31 July 2025) 41,817 0 0 0 0 41,817 41,817 0
2024 68,400 0 0 0 0 68,400 68,400 0
Total
2025 942,529 48,149 7,072 250,000 0 1,247,750 997,750 250,000
2024 469,126 32,018 0 0 0 501,144 501,144 0
Notes:
1 Taxable benefits comprise of car allowance, healthcare cover and income protection.
2 Details of the Executive Director pension provision is set out in the “further notes” section on the following page.
3 For the 2025 Annual Bonus Plan, Stephen Harris’ bonus potential was 125% of base salary for the six months from 1 July 2025. Further details are set out in the “further notes” section on the
following page.
Each current Director has confirmed in writing to the Company that the information in the single figure remuneration table is correct and that they
have not received from the Company any other items of remuneration other than disclosed.
Annual Report on Remuneration
Videndum plc
64
Annual Report and Accounts 2025
Annual Report on Remuneration continued
Further notes to the Directors’ single figure of total remuneration table (audited)
(1) Base salary
The table below shows base salaries paid for the Chairman and Chief Financial Officer in 2025.
Executive Director 2025 salary
Stephen Harris (Chairman) £250,000 from 1 January 2025 to 30 June 2025 and increased to £500,000 per annum
with effect from 1 July 2025
Brian Morgan (appointed 13 October 2025) £400,000 per annum
(2) Benefits
The single figure of total remuneration table sets out the total value of benefits received by the Chairman and Chief Financial Officer in 2025.
Details are as follows:
Executive Director
Car
allowance
Healthcare
cover Total
Stephen Harris (Chairman) £25,000 £17,838 £42,838
Brian Morgan (appointed 13 October 2025)
1
£4,420 £891 £5,311
1 Brian Morgan’s car allowance and healthcare benefit represents three months in line with his service agreement.
(3) Pension allowance
The table below sets out the value of the cash payment in lieu of pension for the Chief Financial Officer in 2025.
Executive Director Pension allowance
Brian Morgan (appointed on 13 October 2025) £7,072
The level of 8% of base salary is in line with pension contributions to the wider UK employee workforce in the Group.
Stephen Harris is not entitled to any pension under his service agreement.
(4) Annual bonus
In 2025, the Remuneration Committee determined that an annual bonus would operate for Stephen Harris from 1 July 2025 to 31 December 2025
based on up to 125% of his pro-rated base salary. The maximum bonus potential was therefore set at £312,500.
40% of the 2025 bonus was tied to 2025 revenue targets as follows:
Achievement against 2025 Revenue target
(pro rata from 1 July 2025 to 31 Dec 2025) % of this part payable
Below £235m Below Threshold (0% of maximum)
£235m Threshold (40% of maximum)
£248m Maximum (100% of maximum)
20% of the bonus tied to 2025 Adjusted Operating Profit/Loss targets as follows:
Achievement against 2025 Adjusted Operating Profit/(loss) target
(pro rata from 1 July 2025 to 31 Dec 2025) % of this part payable
Greater than (£11.3m) Below Threshold (0% of maximum)
(£11.3m) Threshold (40% of maximum)
(£4.8m) Maximum (100% of maximum)
40% of the bonus was tied to personal objectives. These included:
– the successful recruitment of a new Chief Financial Officer;
– making significant progress in respect of delivering certain key restructuring initiatives including disposals; and
– making significant progress in respect of securing the refinancing of the business.
Brian Morgan who joined on 13 October 2025 as Chief Financial Officer is not entitled to any annual bonus for 2025.
65
Financial StatementsStrategic Report Corporate Governance
The outcome of the 2025 Annual Bonus for Stephen Harris was
as follows:
With the Group’s Revenue for 2025 being £228.3 million the Revenue
target did not achieve threshold performance and no bonus for the
Revenue element was payable.
The adjusted operating loss for 2025 was £15.4 million and was also
below threshold with no bonus for the adjusted operating loss payable.
The Remuneration Committee assessed that Stephen Harris fully
achieved his personal objectives for 2025, notably the recruitment of
a new Chief Financial Officer; significant progress on the refinancing of
the business culminating with the announcement made on 23 December
2025 regarding an agreement in principle to refinance the business
following negotiation with lenders and major shareholders and that
completed on 30 March 2026; and significant progress delivered on
restructuring measures including disposals.
On a formulaic outcome for the 2025 bonus, a payment of £125,000
was earned. However, the Committee considered that this outcome
was not a fair outcome and reflection of Stephen Harris’s performance
and commitment in 2025, particularly in respect of delivering the
refinancing of the business; that Stephen Harris further was fulfilling
two roles throughout 2025 as Chairman and Chief Executive Officer;
that the setting of robust financial targets in the second half of 2025
was challenging; and that Stephen Harris delivered on significant cost
savings in 2025. Given the above, the Committee exercised discretion
to increase the 2025 bonus payable in accordance with the terms
of the approved Remuneration Policy to make a payment of £250,000
(an increase of £125,000, over the formulaic result outlined above).
The bonus will be paid in cash noting that Stephen Harris has
participated separately in the equity raise with a personal investment
of £200,000.
Stephen Harris LTIP 2025 LTIP award
As disclosed last year on 6 January 2025, Stephen Harris received an
LTIP conditional share award over 200,000 ordinary shares. At the date
of the award this represented 116% of salary using a share price of
£1.455 per share (the two-day average closing mid-market share price)
of 2 and 3 January 2025. Subject to satisfaction of performance
conditions, the LTIP award to Stephen Harris will vest on 18 December
2026. Performance conditions for the LTIP award are considered to be
commercially sensitive and as such, will be disclosed at the vesting of
the award. Upon vesting, Stephen Harris will be required to hold the net
vested shares for a further two-year period. While the UK Corporate
Governance Code provision 36 guides that share awards should have a
total vesting and holding period of five years or more, the Committee
did not feel this was appropriate given the critical need for Stephen
Harris to lead the Company as Chairman while the search for a new
Group Chief Executive is conducted.
Payment for loss of office (audited)
There were no payments to past Directors of the Company for loss of
office in 2025.
Payments for past directors (audited)
There were no payments for past Directors in 2025.
Videndum plc
66
Annual Report and Accounts 2025
Non-Executive Directors
The Non-Executive Directors were paid the following fees in 2025:
Role 2025 annual fee Comment
Non-Executive Director £65,400 Base fee increased to £65,400 per annum with effect from 1 July 2024 from £55,400 reflecting market
data for non-executive directors of similar sized listed companies and the significant time commitment
for the role and with reference to FTSE market data.
Chair of Audit
Committee
£10,000 Fee was last increased on 1 January 2014.
Deputy Chairman £10,000 Fee was introduced with effect from 31 July 2025.
Chair of Remuneration
Committee
£10,000 Fee was last increased on 1 January 2019.
Senior Independent
Director
£8,000 Fee was last increased on 1 January 2019.
Employee Engagement
Non-Executive Director
£5,000 Fee was introduced with effect from 1 January 2019.
Aidan de Brunner £240,000 Fee agreed in July 2025 as part of Aidan de Brunner joining the Board as an independent non-executive
director for supporting the refinancing of the business.
The above fees are reviewed annually by the Board with the support of FIT Remuneration Consultants LLP providing market data to ensure that fees
remain appropriate given the size of the Company, time commitment and the need to attract the right experience for the role. The Non-Executive
Directors do not receive any other benefits from the Company.
Directors’ shareholding requirements and share interests (audited)
The Board has determined that Executive Directors of the Company are required to build up, over a reasonable period of time, a substantial
shareholding in the Company. This shareholding requirement is to represent at least two times base salary. The Chairman, since his role is an interim role
whilst a permanent Chief Executive Officer is recruited, is not subject to this requirement, however all new Executive Directors appointed in the future
will be required to comply with this requirement.
The Non-Executive Directors of the Company have no such shareholding requirement and have discretion as to whether to hold shares in the Company
or not. The following tables set out the interests in the ordinary shares of the Company held by each Director (or connected persons) of the Company
during the year ended 31 December 2025.
Under the UK Corporate Governance Code 2024 there is a requirement for the Company to develop a post-employment shareholding policy,
encompassing vested and unvested shares for Executive Directors. The detail of this post-employment shareholding policy is as follows:
– Shares held in the Employee Benefit Trust under the DBP will continue to be held in trust and will be released to the former Executive Director
in accordance with their normal vesting dates. The former Executive Director will be expected to hold any vested DBP shares at least until the
second anniversary of their departure date.
– Shares that have vested to an Executive Director under the LTIP and are subject to the two-year post vesting holding period will continue
to be required to be held by the former Executive Director until the expiry of the two-year post vesting holding period.
– In the event that an Executive Director is treated as a “good leaver” under the LTIP, then any outstanding LTIP awards that have not vested will
be prorated to the date of leaving and remain subject to satisfaction of performance conditions. Subject to those conditions being achieved at the
normal vesting date, shares will typically be released at the earlier of the expiry of the normal two-year post vesting holding period and the second
anniversary of their departure date.
– Shares purchased by an Executive Director using their own personal funds shall not be subject to this post-employment shareholding policy.
Annual Report on Remuneration continued
67
Financial StatementsStrategic Report Corporate Governance
Directors’ shareholding tables as at 31 December 2025 (audited):
Director
Share
ownership
requirement
(% of salary)
Number of
shares owned
outright
(including
connected
persons)
Number of
shares
beneficially
owned (DBP
award shares)
Number of
shares
unvested and
subject to
performance
(LTIP shares)
Number of
shares
under option
(Sharesave)
Number of
shares
under
Restricted
Share Plan
(RSP)
Ownership
requirements
met (based on
shares owned
outright and
DBP award
shares)
Stephen Harris (Chairman) Not
applicable
168,689 0 400,000 0 0 Not
applicable
Brian Morgan (appointed 13 October 2025) 200% 0 0 0 0 0 No
Non-Executive Directors’ shareholdings as at 31 December 2025 (audited)
Director
1 January 2025
or date of appointment if later
31 December
2025 (or date
of leaving if
earlier)
Polly Williams 0 0
Graham Oldroyd 37,453 49,217
Anna Vikström Persson 26,217 37,981
Eva Lindqvist (appointed 1 April 2025) 20,000 31,764
Aidan de Brunner (appointed 31 July 2025) 0 0
Martin Cooke (appointed 31 July 2025) 0 0
Caroline Thomson (left 16 June 2025) 15,897 15,897
Richard Tyson (left 31 July 2025) 6,399 18,152
– The closing mid-market share price on 31 December 2025 (the last trading day of the year) was 11 pence.
– The shares shown in the beneficial holdings table above were acquired by the Directors using their own funds.
– On 30 April 2025 the following Directors undertook a direct subscription for ordinary shares in the Company as part of an equity raise at a price
of 85 pence per ordinary share:
– Stephen Harris acquired 35,297 ordinary shares
– Graham Oldroyd acquired 11,764 ordinary shares
– Richard Tyson acquired 11,764 ordinary shares
– Eva Lindqvist acquired 11,764 ordinary shares
– Anna Vikström Persson acquired 11,764 ordinary shares
– There has been no change to the Directors’ shareholdings described in the table above in the period from 31 December 2025 to 31 March 2026.
The above shareholdings will be adjusted in accordance with the terms of the Capital Reorganisation approved at a General Meeting held on
27 March 2026.
Videndum plc
68
Annual Report and Accounts 2025
Long Term Incentive Plan
The following table sets out the outstanding awards under the LTIP as at 31 December 2025 for the Executive Directors.
Director
Date of
award
Awards
at 1
January
2025
Awards
exercised
during the
year
Associated
dividend
shares
with the
exercised
award
Awards
lapsed
during
the year
Awards
made
during
the year
At 31
December
2025
Market
price on
which
award
made
(pence)
Market
price at
exercise
date
(pence)
Face value of
award (% of
salary)
Percentage of
interest that
vests if
threshold
performance
achieved
End of
performance
period
Stephen
Harris
18 Dec
2024
200,000 0 0 0 0 200,000 192.2 – 153%
(£384,000)
0% 18 Dec
2025
Stephen
Harris
6 Jan
2025
0 0 0 0 200,000 200,000 145.5 – 116.4%
(£291,000)
0% 18 Dec
2026
Total 200,000 0 0 0 200,000 400,000
Ten-year performance graph of the Company’s ordinary shares compared to comparator group
The graph below illustrates the Company’s annual TSR (share price growth plus dividends that have been declared, paid and reinvested in the
Company’s shares) relative to the FTSE 250 and FTSE Small Cap for the preceding ten-year period ended 31 December 2025, assuming an initial
investment of £100. This index has been chosen since it is the comparator group (excluding financial services companies and investment trusts) for
one of the performance conditions tied to past awards under the LTIP. The Committee notes that the FTSE 250 Index and FTSE Small Cap are
recognised broad market equity indices, relatively complex and international in nature and is comparable to the Company’s business operations
where approximately 90% of revenues are generated outside the UK. TSR data is taken from Datastream.
Dec 15 Dec 16 Dec 17 Dec 18 Dec 19 Dec 20 Dec 21 Dec 22 Dec 23
£300
£0
£100
£50
£150
£200
£250
Dec 25
Videndum ordinary shares FTSE 250 Index FTSE Small Cap
Source: Datastream (a LSEG product)
Dec 24
Annual Report on Remuneration continued
69
Financial StatementsStrategic Report Corporate Governance
Performance table setting out the total remuneration of the Group Chief Executive
The following table sets out the single figure of total remuneration paid and the amount vesting under short-term and long-term incentives (as a
percentage of the maximum that could have been achieved) to the Group Chief Executive (or Chairman in respect of Stephen Harris) for each of the
ten years ended 31 December 2025.
Year
(ended 31 December) Group Chief Executive
CEO single figure of total
remuneration
Annual bonus payout
against maximum
opportunity % (including
actual amount paid)
Long-term incentive
vesting rates against
maximum opportunity %
2025 Stephen Harris (Chairman) £667,838 80%
£250,000
0%
2024 Stephen Bird
(until 25 October 2024)
Stephen Harris (Chairman)
(from 25 October 2024)
£575,812 0%
£0
0%
2023 Stephen Bird £583,428 0%
£0
0%
2022 Stephen Bird £1,150,877 50.4%
£307,987
46.9%
2021 Stephen Bird £1,166,196 95.5%
£566,588
0%
2020 Stephen Bird £701,744 22.5%
£133,489
0%
2019 Stephen Bird £1,151,858 21.5%
£124,445
72.06%
2018 Stephen Bird £2,280,723 66.9%
£377,925
100%
2017 Stephen Bird £1,596,214 88.4%
£486,771
67.5%
2016 Stephen Bird £962,299 7 7.9%
£418,450
0%
Videndum plc
70
Annual Report and Accounts 2025
Percentage change in remuneration of the Directors and employees
The table below shows the year-on-year percentage change in salary, benefits and annual bonus earned between the year ended 31 December 2025
and the years ended 31 December 2024, 2023, 2022, 2021 and 2020 for the Directors, compared to the average of earnings of the parent Company
employees. The Remuneration Committee has selected this comparator group on the basis that each of the Directors is UK based and this provides
a local market reference, is a sizeable population and a fair representation of the Group’s employee base.
2019/20
Annual
salary
2019/20
Taxable
benefits
2019/20
Annual
bonus
2020/21
Annual
salary
2020/21
Taxable
benefits
2020/21
Annual
bonus
2021/22
Annual
salary
2021/22
Taxable
benefits
2021/22
Annual
bonus
2022/23
Annual
salary
2022/23
Taxable
benefits
2022/23
Annual
bonus
2023/24
Annual
salary
2023/24
Taxable
benefits
2023/24
Annual
bonus
2025/25
Annual
salary
2024/25
Taxable
benefits
2024/25
Annual
bonus
Stephen Harris, Chairman
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 19% n/a n/a 100% 0% n/a
Caroline Thomson, Non-Executive Director (left 16 June 2025)
2.5% n/a n/a 0% n/a n/a 3% n/a n/a 5% n/a n/a 18% n/a n/a 0% n/a n/a
Richard Tyson, Non-Executive Director (left 31 July 2025)
2.5% n/a n/a 0% n/a n/a 3% n/a n/a 5% n/a n/a 18% n/a n/a 0% n/a n/a
Anna Vikström Persson, Non-Executive Director
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 18% n/a n/a 0% n/a n/a
Graham Oldroyd, Non-Executive Director
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 18% n/a n/a 0% n/a n/a
Polly Williams, Non-Executive Director
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a 0% 0% 0% 0%
Martin Cooke, Non-Executive Director (appointed 31 July 2025)
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Eva Lindqvist, Non-Executive Director (appointed 1 April 2025)
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Aidan de Brunner, Non-Executive Director (appointed 31 July 2025)
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Brian Morgan (appointed 13 October 2025)
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Parent Company employees
2.5% 2.5% -36% 2.2% 2.2% 2.92% 3% 3% -42% 5% 5% -100% 4% 4% 0% 2.2% 2.2% 0%
Annual Report on Remuneration continued
71
Financial StatementsStrategic Report Corporate Governance
Group Chief Executive’s pay ratio disclosure
In accordance with Option C as set out in the Companies (Miscellaneous Reporting) Regulations 2018, the following table sets out Stephen Bird’s
(Group Chief Executive until 25 October 2024) and Stephen Harris’s (Chairman from 25 October 2024 to 31 December 2025) total remuneration for
the year ended 31 December 2025 compared with all UK employees of the Group at the 25th percentile, 50th percentile and 75th percentile. The data
has been compiled from available data as at 31 December 2025 for all UK-based employees and no element of remuneration has been excluded from
the calculation. We have used the combined total remuneration for Stephen Harris and Stephen Bird for 2024 in their respective roles leading the
Company. This table will build up over a ten-year period. We have chosen Option C as it reflects all our UK workforce and is more complete in showing
the Group Chief Executive’s remuneration compared to the entire UK workforce. It uses bonus information usually paid in the March/April following
a year end as bonus information is not calculated until the March following a year end for many UK employees. No bonus was earned in 2024.
The Company believes the median ratio is consistent with the Company’s wider policies on employee pay, reward and progression. We seek to pay
all employees including the Chairman/Group Chief Executive fairly for the roles they perform and taking into account a range of factors including
the relevant role, their performance and internal and external measures including pay rates and pay gaps.
Year Method 25th percentile 50th percentile 75th percentile
2019 Option C 82:1 57:1 35:1
£27,833 £40,002 £64,086
2020 Option C 44:1 31:1 19:1
£25,866 £36,965 £61,245
2021 Option C 28:1 19:1 12:1
£26,361 £37,726 £58,866
2022 Option C 52:1 37:1 22:1
£29,804 £42,020 £69,610
2023 Option C 22:1 14:1 8:1
£26,901 £42,172 £69,489
2024 Option C 18:1 14:1 8:1
£32,404 £44,550 £69,628
2025 Option C 11:1 16:1 23:1
£29,489 £41,654 £60,632
The actual salaries paid for each UK employee at the respective quartiles for 2025 were: 25th percentile – £29,489; 50th percentile – £41,654; and
75th percentile – £60,632. The change in the pay ratios from 2019 to 2025 has been impacted by COVID-19 as well as the impact of actors’ and
writers’ strikes in 2023. In 2020, the Company implemented short-time working and other measures such as salary waivers in response to the
pandemic. In 2021, Executive Directors did not receive any pay increase in contrast to the wider UK employee population and long-term incentives for
the Executive Directors did not vest due to performance conditions not being achieved. As the Company recovered from the impact of the pandemic
in 2023 and the Group had delivered a record profit in 2022 leading to a higher proportion of variable remuneration being delivered to the Group
Chief Executive, the pay ratio gap widens where annual bonuses and long-term incentives are payable. The impact of challenging macroeconomic
factors in 2023 coupled with the writers’ and actors’ strikes in 2023 have significantly impacted the Group’s performance in 2023 and into 2024 with
the result that variable remuneration has been significantly reduced. The change in executive management in October 2024 compounded by the
material uncertainty on the going concern for the Company has further impacted the pay ratio disclosure. We consider that the use of Option C and
the percentiles shown for UK employees are reasonably representative.
Videndum plc
72
Annual Report and Accounts 2025
Relative importance of spend on pay
The following table sets out for the year ended 31 December 2025 compared to the year ended 31 December 2024 the actual expenditure of
the Company in terms of remuneration paid to or receivable by all employees of the Group and distributions to shareholders by way of dividends.
There have been no other significant distributions and payments required to be disclosed that would assist in understanding the relative importance
of spend on pay.
Year ended
31 December
2025
Year ended
31 December
2024 % change
Total remuneration paid to all Videndum employees £79.2m £90.9m (12.87)%
Total dividends paid to shareholders £0m £0m 0%
Statement of implementation of Directors’ Remuneration Policy in the year ending 31 December 2026
This section provides an overview of how the Committee is proposing to implement the Remuneration Policy in 2026. A search for a new Chief
Executive Officer is underway and subject to progress with that search, the Remuneration Committee will look to put in place a remuneration
package for a new Chief Executive Officer in line with the shareholder approved Policy.
(1) Base salary
The table below sets out the 2026 base salary for the Chairman in line with a service agreement dated 17 December 2024 and amended on
2 September 2025.
Executive Director 2026 salary
Stephen Harris £500,000
(to be increased to £519,000 from 1 April 2026)
Brian Morgan £400,000
(to be increased by 4% to £415,200 from 1 April
2026 in line with salary increases given to wider
workforce in the UK )
The 4% increase in salary will be effective from 1 April 2026 in line with salary increases for the wider UK workforce.
(2) Benefits
Under his service agreement dated 17 December 2024, Stephen Harris will receive a car allowance of £25,000 per annum in 2026 (from 1 January
2026 to 1 April 2026) and £25,950 per annum from 1 April 2026 and the Company will also pay for his private healthcare. Details of the premium
for this will be disclosed in the 2026 Annual Report on Remuneration.
Brian Morgan under his service agreement dated 1 October 2025 will receive a car allowance of £20,000 per annum in 2026 (from 1 January 2026
to 1 April 2026) and £20,760 per annum from 1 April 2026. The Company will also pay for his private healthcare. Details of the premium for this will
be disclosed in the 2026 Annual Report on Remuneration.
(3) Pension allowance
Brian Morgan who was appointed as Chief Financial Officer on 13 October 2025 receives a pension contribution of 8% per annum which is consistent
with that provided to the wider UK employee workforce. Stephen Harris does not receive any pension allowance.
(4) Annual bonus
Executive Directors normally have a maximum bonus opportunity at 125% of base salary. Half of any net after tax annual bonus earned is normally
deferred into the DBP for a period of three years and held in the form of shares in the Company.
Performance measures selected for the Annual Bonus Plan in the future will reflect the strategic and operational objectives of the Group. The
Committee considers that the specific targets and personal objectives tied to the Annual Bonus Plan are commercially sensitive until after the end of
the accounting year that they apply to and therefore does not disclose them while inflight. The Committee will disclose these targets and objectives
once a bonus has been paid and subject to the Committee considering that they are no longer commercially sensitive.
Annual Report on Remuneration continued
73
Financial StatementsStrategic Report Corporate Governance
(5) Restricted Share Plan Awards
The Committee will make an Restricted Share Plan (“RSP”) award to Stephen Harris and Brian Morgan (and senior managers in the business) in
accordance with the Company’s Remuneration Policy approved by shareholders at the 2025 AGM.
The Remuneration Committee intends to grant:
– Stephen Harris an RSP award representing 100 per cent of salary; and
– Brian Morgan an RSP award representing 200 per cent of salary, split equally between a 100 per cent of salary normal annual award (as per that
granted to Stephen Harris) and 100 per cent of salary recruitment award. The recruitment award was required to secure Brian Morgan’s
recruitment at his appointment in October 2025 albeit the grant was: (i) delayed given the need to focus on the refinancing of the Company; and
(ii) contingent on investing £50,000 of own funds into the equity raise and retaining the resulting shares during the vesting period.
The RSP awards detailed above will normally vest after three years from grant subject to the Committee being satisfied that vesting is fair and
reasonable against the Company’s underlying financial performance. In addition, a two year post vesting holding period will apply.
The use of RSP awards for 2026, which is consistent with the shareholder approved Remuneration Policy, is considered both necessary and
appropriate given the challenges of setting meaningful and motivational three-year performance targets while needing to retain key senior
executives at this critical time. The Remuneration Committee intends to reverting to more market standard Long Term Incentive Plan awards once
there is greater visibility on performance target setting going forward.
(6) Non-Executive Directors’ remuneration
The fee structure for the Non-Executive Directors for 2026 is set out in the following table.
Role 2026 fee 2025 fee
Aidan de Brunner fee £240,000 £240,000
Non-Executive Directors’ base fee £65,400
£65,400
Deputy Chairman £10,000 £10,000
1
Chair of Audit Committee £10,000
3
£10,000
2
Chair of Remuneration Committee £10,000
3
£10,000
2
Senior Independent Director £8,000
3
£8,000
2
Employee Engagement Non-Executive Director £5,000
4
£5,000
3
1 Following shareholder approval at a general meeting on 28 July 2025, it was approved that Graham Oldroyd as Deputy Chairman would receive a fee for that role with effect from 31 July 2025
of £10,000 per annum.
2 The fees of the Chair of the Remuneration Committee and Senior Independent Director were last increased to their current level in 2019 to take account of the nature of each role, the time
commitment, performance of the respective individuals, market rates for the complexity of the roles and the calibre of individuals. The Audit Committee Chair’s fee upon review was considered
to be in line with market rates and appropriate for the demands of the role and complexity of the Company.
3 The Company appointed Eva Lindqvist as the Non-Executive Director with responsibility for employee engagement in accordance with the 2024 UK Corporate Governance Code. Given the
responsibility of this role and additional work associated with it, the Board approved that a fee of £5,000 per annum be payable for this role. This fee will be paid to any other successor
Non-Executive Director in future years.
The Board has agreed that fees will typically be reviewed annually to ensure that they remain appropriate.
Videndum plc
74
Annual Report and Accounts 2025
Malus and clawback
Under the rules of the Annual Bonus Plan, LTIP, RSP and DBP, awards are subject to a malus rule whereby the Remuneration Committee has
the power to reduce, cancel or impose further conditions upon a bonus or award in circumstances that the Committee determines such action
is appropriate, including circumstances where a material misstatement of the Company’s audited financial results has occurred, or serious
reputational damage to the Company has occurred as a result of a participant having breached the Company’s Code of Conduct, a miscalculation
or an assessment of any performance conditions that was based on incorrect information, or the occurrence of an insolvency or administration
event. In addition, under the above plans, a clawback provision exists where in the same circumstances as for malus, any future award that is paid
out can be clawed back from a participant for a period of up to three years from it vesting or being paid out. The Committee did not invoke malus or
clawback in the year ended 31 December 2025 and up to the date of signing this report.
Voting at Annual General Meeting and General Meeting
At the Company’s AGM held on 16 June 2025, shareholders were asked to vote on the new Remuneration Policy Report and for an advisory vote on
the Directors’ Annual Report on Remuneration for the year ended 31 December 2024. Both Directors’ resolutions were approved by shareholders on
a poll at the 2025 AGM and the table below sets out the proxy votes voted for, against and withheld for the resolutions.
Resolution
For proxy
votes and % of
votes cast
Against proxy
votes and % of
votes cast
Withheld
proxy votes
Directors Remuneration Policy 87,038,548 2,474,723 15,956
97.24% 2.76%
Annual Report on Remuneration for the year ended 31 December 2024 87,659,389 1,853,572 16,266
97.93% 2.07%
The Company also held a General Meeting on 28 July 2025 to amend the Directors’ Remuneration Policy in connection with the fees payable to
Non-Executive Directors and notice periods. The table below sets out the proxy votes for, against and withheld for the resolution.
Resolution
For proxy
votes and % of
votes cast
Against proxy
votes and % of
votes cast
Withheld
proxy votes
To approve an amendment to the Directors’ Remuneration Policy 88,379,275 122,861 29,346
99.86% 0.14%
Annual Report on Remuneration continued
75
Financial StatementsStrategic Report Corporate Governance
The Remuneration Committee
The Remuneration Committee comprised the following members
during 2025: Caroline Thomson – Chair (until 16 June 2025), Richard
Tyson (until 31 July 2025), Graham Oldroyd, Anna Vikström Persson
(Chair from 16 June 2025), Eva Lindqvist (from 1 April 2025) and
Polly Williams.
All of the Committee members are Independent Non-Executive Directors.
The Committee, on behalf of the Board, determines the Policy, base
salaries, annual cash bonus arrangements, participation in incentive
schemes, pension arrangements and all other benefits received by
the Executive Directors including any exit packages.
The Committee also oversees the framework of remuneration for
the Executive Committee, including terms of service, pay structure,
annual cash bonus, pensions, share incentive arrangements and all
other benefits and also has regard to wider employee remuneration
within the Group.
The Committee invites individuals to attend meetings, as it deems
necessary, to assist with consideration of remuneration matters.
During 2025 the following individuals attended meetings of the
Committee: Stephen Harris (Chairman), Jon Bolton (Group Company
Secretary), Sabine Weishaupt (Group Chief People Officer), Aidan de
Brunner (Independent Non-Executive Director) and Martin Cooke
(Independent Non-Executive Director). Representatives of the
Committee’s remuneration advisor, FIT Remuneration Consultants LLP,
also attended meetings in 2025.
The Executive Directors or members of the Executive Committee
are not present when their own remuneration is being considered.
The remuneration of the Chairman and the Non-Executive Directors
is determined by the Board as a whole, with the Chairman or the
relevant Non-Executive Director abstaining when his or her
remuneration is considered.
External advisors
The Committee appointed FIT Remuneration Consultants LLP as its
external remuneration advisor in 2019. FIT Remuneration Consultants
LLP charge for their time given in providing a service to the Company
and during 2025 the level of fees paid to remuneration advisors totalled
£39,127 (2024: £32,982) and was charged on a time basis. This fee
covered advice relating to disclosures in the 2024 Directors’ Remuneration
report, preparation of a new Policy Report on Remuneration put to
shareholders at the 2025 AGM and amended at a General Meeting on
28 July 2025, measurement of performance conditions associated with
long-term incentive arrangements, negotiation of recruitment packages
and general remuneration advice including recruitment and retention
packages. FIT Remuneration Consultants LLP do not provide any other
services to the Company. FIT Remuneration Consultants LLP are a
member of the Remuneration Consultants Group and operate under
that Group’s voluntary code of practice for remuneration consultants
in the UK. The Committee is satisfied that the advice it received from
FIT Remuneration Consultants LLP during 2025 was objective and
independent. The Company or any of its individual Directors has no other
connection with FIT Remuneration Consultants LLP other than as acting
as the Committee’s external remuneration advisor. The Committee also
received advice and administrative support during 2025 from the
Group Company Secretary, Jon Bolton and the Group Chief People
Officer, Sabine Weishaupt.
This Directors’ Remuneration report has been approved by the
Remuneration Committee and signed on its behalf by:
Anna Vikström Persson
Remuneration Committee Chair
31 March 2026
Videndum plc
76
Annual Report and Accounts 2025
Directors and re-election
The Directors who held office at 31 December 2025 and up to the date
of this report are set out on pages 30 to 31 along with their biographies.
Board changes during 2025
Brian Morgan joined the Board as Chief Financial Officer with effect from
13 October 2025.
Eva Lindqvist joined the Board as Non-Executive Director and Senior
Independent Director with effect from 1 April 2025, and became a
member of the Audit Committee, Remuneration Committee and the
Nominations Committee. Eva also became the Non-Executive Director
responsible for employee engagement.
Aidan de Brunner and Martin Cooke both joined the Board as
Independent Non-Executive Directors with effect from 31 July 2025.
Aidan succeeded as Chair of the Finance Committee.
Anna Vikström Persson succeeded as Chair of the Remuneration
Committee with effect from 16 June 2025 at the conclusion of the
2025 AGM.
Graham Oldroyd was appointed Deputy Chairman with effect from
31 July 2025.
Caroline Thomson ceased to be a Director of the Company at the
conclusion of the Company’s 2025 AGM on 16 June 2025. Richard Tyson
also ceased to be a Director of the Company on 31 July 2025.
In accordance with Provision 18 of the UK Corporate Governance Code
(the “2024 Code”) and the Company’s Articles of Association, all
Directors will stand for re-election as Directors at the Company’s AGM
on 19 May 2026.
The remuneration of the Directors including their respective
shareholdings in the Company is set out in the Remuneration report.
Directors’ and Officers’ liability insurance and indemnification
of Directors
The Company maintains Directors’ and Officers’ liability insurance
which gives appropriate cover for any legal action brought against
its Directors. The Company has also granted indemnities to certain
Directors subject to applicable legislation. Qualifying third-party
indemnity provisions as defined in Section 234 of the Companies Act
2006, have been adopted for certain Directors who are indemnified by
Videndum plc against (certain) losses and liabilities which may incur
throughout the course of acting as a Director of the Company.
Directors’ remuneration
The Remuneration Committee determines the Directors’ fees in
accordance with the Directors’ Remuneration Policy. This Policy was last
approved by shareholder resolution at the Annual General Meeting on
16 June 2025 and amended at a General Meeting on 28 July 2025. The
Remuneration Policy will next be up for renewal at the 2028 AGM.
Pursuant to their letters of appointment, further information on the
fees paid to the Non-Executive Directors and Executive Directors are
detailed in the Remuneration Report.
Directors interests
The Directors’ beneficial interests in ordinary shares of the Company
as at 31 March 2026 are found on page 67.
Shareholder rights
The Company’s shareholders have a series of rights in connection
with the governance of the Company. These are contained in statute,
principally the Companies Act 2006, regulations such as the Listing
Rules and UK Corporate Governance Code 2024, and in the Company’s
Articles of Association. A shareholder, or shareholders acting together,
can use procedures set out in the Companies Act 2006 to requisition a
general meeting of the Company. The Directors are required to call such
a general meeting once the Company has received requests to do so
from shareholders representing at least 5% of the paid-up capital of
the Company as carries the right of voting at general meetings of the
Company (excluding any paid-up capital held as treasury shares).
Under the Companies Act 2006, either (i) a member or members
representing at least 5% of the total voting rights of all the members
having a right to vote on the resolution at the AGM (excluding voting
rights attached to any treasury shares); or (ii) at least 100 members
with the right to vote on the resolution at the AGM and each holding,
on average, at least £100 of paid-up share capital, may require the
Company to give members of the Company entitled to receive notice
of the next AGM, notice of a resolution which may properly be moved
at that meeting. Such a resolution may be properly moved unless
it is defamatory, frivolous or vexatious or if it would be ineffective
for any reason.
Such a request may be in hard copy or electronic form and must identify
the resolution of which notice is to be given or the matter to be included
in the business, must be authorised by the person or persons making
it and must be received by the Company not less than six weeks before
the meeting. A request for a matter to be included in the business
of the meeting must also be accompanied by a statement setting
out the grounds for the request.
Shareholders have an express right to vote annually on the Directors’
Remuneration Report and at least every three years they have the right
to vote on the policy governing Directors’ remuneration. Under the
Company’s Articles of Association, shareholders have the right to vote
on the re-election of all Directors of the Company annually at the AGM.
It is also confirmed that under the Company’s governance
arrangements, including the Articles of Association, there are no anti-
takeover devices or provisions to prevent a takeover of the ownership
of the Company through the normal ways permitted under UK law
and regulation. There are no limitations on share ownership and the
issuance of new capital, subject to shareholder approval, would be to
address funding needs and is not a tool for an anti-takeover measure.
Share capital and powers for the Company issuing or buying
back its own shares
The Company was authorised by shareholders passed as a special
resolution at the 2025 AGM to purchase its own shares in the market
up to 10% of the Company’s issued share capital, as permitted under
the Company’s Articles of Association. The Company as at the date of
signing has ordinary shares of 1 pence nominal value each and deferred
shares of 19.995 pence each in issue and does not have any shares held
in treasury. Note 4.3 to the consolidated financial statements on page
135 summarises the rights of the ordinary shares as well as the number
issued during 2025. An analysis of shareholdings is shown on page 162.
The closing mid-market price of a share of the Company on
31 December 2025, together with the range during the year, is also
shown on page 162. For details of own shares held by the Company see
note 4.3 to the consolidated financial statements.
This standard authority is renewable annually and the Directors will
seek to renew it at the 2026 AGM.
The Directors were granted authority at the 2025 AGM to allot ordinary
shares up to £12,560,098 which, at the time represented 62,800,494
ordinary shares of 20 pence each and approximately 66.66 per cent of
the Company’s issued ordinary share capital at the time. 33.33 per cent
of that amount was restricted to a fully pre-emptive offer. This
authority will apply until the conclusion of the 2026 AGM (noting the
Company’s capital reorganisation in March 2026).
At the 2026 AGM, shareholders will be asked to grant a new authority
authorising the Directors to be able to allot ordinary shares up to a
nominal amount of £40,123 , representing 10 per cent of the Company’s
issued ordinary share capital. Further details are set out in the 2026
AGM notice.
Directors’ report
77
Financial StatementsStrategic Report Corporate Governance
At the 2025 AGM, a special resolution was passed to authorise the
Directors to allot ordinary shares for cash without first offering them
to existing shareholders in proportion to their existing shareholdings.
At the 2026 AGM, shareholders will be asked to renew this authority –
in line with the latest institutional shareholder guidelines and market
practice– to make non-pre-emptive issues for cash only and otherwise
up to a nominal amount of £20,061 (representing 5% of the Company’s
issued ordinary share capital).
A special resolution will also be proposed at the 2026 AGM to renew the
Directors’ authority to repurchase up to 10% of the Company’s issued
ordinary shares in the market. While the Directors have no present
intention of exercising the authority to make market purchases,
the authority provides the flexibility to allow them to do so in the future
and any shares purchased pursuant to this authority may be held
in treasury or may be cancelled.
During financial year ended 31 December 2025 the Company’s share
capital comprised ordinary shares of 20 pence nominal value and as at
31 December 2025 103,613,404 ordinary shares were in issue. At a
General Meeting of the Company held on 27 March 2026 shareholders
approved the following changes to the share capital of the Company:
Each ordinary share of 20 pence nominal value was sub divided and
converted into 1 intermediate share of 0.005 pence nominal value and
1 deferred share of 19.995 pence nominal value and immediately
thereafter, every 200 intermediate shares of 0.005 pence nominal
value were consolidated into 1 ordinary share of 1 pence nominal value.
Following the capital reorganisation, the Company therefore had
40,123,007 ordinary shares in issue of 1 pence each and 103,613,600
deferred shares in issue of 19.995 pence each. Among other things, the
deferred shares have no voting or dividend rights and do not carry any
entitlement to receive any notice of general meeting of the Company or
to attend, speak or vote at any General Meeting of the Company.
With effect from 31 March 2026 and as at the date of signing this
report, the share capital of the Company comprises:
– 40,123,007 ordinary shares of 1 pence each; and
– 103,613,600 deferred shares of 19.995 pence each.
Dividends
No final dividend has been recommended by the Board given the current
financial performance of the business. The Board will look to resume
dividend payments when appropriate to do so.
Substantial shareholdings
In accordance with the Disclosure and Transparency Rules (“DTR”) 5.8
and 7.2.6, the following shareholders held notifiable interests in the voting
rights of the Company’s issued share capital as at 27 February 2026:
Shareholder
Number of
voting rights
% of voting
rights
Alantra Asset Management 24,842,037 23.98
Aberforth Partners 21,387,703 20.64
Royal London Asset Management 7,130,006 6.88
M&G Investments 6,364,582 6.14
Harwood Capital 6,000,000 5.79
Affiliated Managers Group 5,362,066 5.18
Hargreaves Lansdown Asset Management 3,885,593 3.75
BGF Investments 3,227,700 3.11
Stakeholder engagement
The Board’s engagement with various stakeholders is outlined on page 38.
Companies Act 2006 disclosures
In accordance with Section 992 of the Companies Act 2006 the
Directors disclose the following information as the Company had
securities carrying voting rights admitted to trading on the London
Stock Exchange at the year end 31 December 2025:
– The Company’s capital structure and voting rights are summarised
in note 4.3, and there are no restrictions on voting rights nor any
agreement between holders of securities that result in restrictions
on the transfer of securities or on voting rights (except that certain
shareholders, being certain funds controlled by Polus Capital, have
agreed to certain restrictions on their ability to dispose of ordinary
shares which shall expire by 30 April 2027).
– There exist no securities carrying special rights with regard to the
control of the Company.
– Details of the substantial shareholders holding over 3% of the issued
share capital and their shareholdings in the Company are listed
in the table on the left.
– Shares awarded under the Company’s DBP are held in a nominee
capacity by the Employee Benefit Trust (“EBT”). The Trustees of the
EBT do not seek to exercise voting rights on shares held in the EBT.
No voting rights are exercised in relation to shares unallocated
to individual beneficiaries.
– The rules concerning the appointment and replacement of Directors,
amendment to the Articles of Association and powers to issue
or buy back the Company’s shares are contained in the Articles
of Association of the Company and the Companies Act 2006.
– There exist no agreements to which the Company is party that may
affect its control following a takeover bid.
– There exist no agreements between the Company and its Directors
providing for compensation for loss of office that may occur because
of a takeover bid.
At a General Meeting held on 27 March 2026 the share capital of the
Company was recalculated as follows:
Each ordinary share of 20 pence nominal value was sub-divided and
converted into 1 intermediate share of 0.005 pence nominal value and 1
deferred share of 19.995 pence nominal value and immediately
thereafter, every 200 intermediate shares of 0.005 pence nominal
value were consolidated into 1 ordinary share of 1 pence nominal value.
Following the capital reorganisation, the Company therefore had
40,123,007 ordinary shares in issue of 1 pence each and 103,613,600
deferred shares in issue of 19.995 pence each. Among other things, the
deferred shares have no voting or dividend rights and do not carry any
entitlement to receive any notice of general meeting of the Company or
to attend, speak or vote at any General Meeting of the Company.
DTR disclosures
In accordance with DTR 7.2, the Directors disclose the following
information as at the year-end 31 December 2025 in relation to the
Compliance Statement which can be found on page 28:
– The UK Corporate Governance Code 2024 is applicable to this report;
– The departures from the Code are contained within the Compliance
Statement; and
– The main features of the internal control and risk management
system in relation to the financial reporting process are found on
page 46.
Articles of Association
Amendments to the Company’s Articles of Association were approved
by shareholders at the General Meeting held on 27 March 2026 to
reflect the deferred shares created as part of the Company’s capital
reorganisation.
Videndum plc
78
Annual Report and Accounts 2025
Conflicts of interest
During the year no Director held any beneficial interest in any contract significant to the Company’s business, other than a contract of employment.
The Company has procedures set out in the Articles of Association for managing conflicts of interest. Should a Director become aware that they, or
their connected parties, have an interest in an existing or proposed transaction with the Group, they are required to notify the Board as soon as
reasonably practicable.
Political donations
Further to shareholder approval at the 2025 AGM empowering the Directors to make political donations, it is confirmed that no such donations were
made in the year ended 31 December 2025.
Reporting requirements
The following sets out the location of additional information which forms part of the Directors’ report:
Reporting requirement Comprising Location
Strategic report – An indication of the Group’s likely future business developments.
– An indication of the Group’s research and development activities.
– Information on the Group’s policies for the employment of disabled
persons and employee involvement.
– The Group’s disclosures regarding greenhouse gas emissions.
Pages 1 to 26.
Non-financial information
statement
– Environmental matters, employees, social matters, respect
for human rights, anti-corruption and anti-bribery matters.
– Business model.
– Policies.
– Principal risks.
– Non-financial KPIs.
Page 27.
Statement on corporate
governance
– Review of the Board’s governance arrangements during the year.
– Review of the Board’s Committee’s arrangements during the year.
Pages 34.
Financial instruments – Financial risk management objectives and policies of the Group.
– The exposure of the Group to foreign currency risk, interest rate
risk, and liquidity risk.
Page 128.
Responsible business – Explanation of our approach to business ethics, employees,
community and the environment.
Pages 20 to 26.
Employee engagement
statement
– Explanation of how the Directors have engaged with employees
and taken them into account when making principal decisions.
Employee engagement and Stakeholder
engagements section on page 38.
Statement regarding fostering
relationships with suppliers,
customers and others
– Explanation of how the Directors have fostered the Company’s
business relationships with suppliers, customers, employees
and others, and taken each group into account when making
principal decisions.
Section 172 statement on page 37.
Going concern
The Board has, as at the date of signing these financial statements determined that a material uncertainty exists over the going concern
assumption, that may cast significant doubt on the Group’s ability to continue as a going concern, such that it may be unable to realise its assets
and discharge its liabilities in the normal course of business. The full Going concern and Viability statement is outlined on page 12.
Statement of Directors’ responsibilities in respect of the financial statements
The directors are responsible for preparing the Annual Report and Accounts and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group
financial statements in accordance with UK-adopted international accounting standards and the parent company financial statements in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 “Reduced Disclosure
Framework”, and applicable law).
Under company law, 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 parent company and of the profit or loss of the group for that period. In preparing the financial statements, the directors
are required to:
– select suitable accounting policies and then apply them consistently;
– state whether applicable UK-adopted international accounting standards have been followed for the group financial statements and United
Kingdom Accounting Standards, comprising FRS 101 have been followed for the parent company financial statements, subject to any material
departures disclosed and explained in the financial statements;
Directors’ report continued
79
Financial StatementsStrategic Report Corporate Governance
– make judgements and accounting estimates that are reasonable and prudent; and
– prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and parent company will continue
in business.
The directors are responsible for safeguarding the assets of the group and parent company and hence for taking reasonable steps for the prevention
and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and parent company’s
transactions and disclose with reasonable accuracy at any time the financial position of the group and parent company and enable them to ensure
that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
It is the Directors’ responsibility, under applicable laws and regulations to prepare a Strategic Report, Directors Report, Directors’ Remuneration
Report and Corporate Governance Statement that each comply with that law and those regulations. Read more on pages 1, 76, 54 and 28.
In accordance with DTR 7.2, the Directors include reference to their Corporate Governance Statement. Read more on page 28. Complying with DTR
7.2.2 the Corporate Governance Statement refers to all the relevant information about corporate governance practices applied over and above the
requirements of national law. The Corporate Governance Statement also contains a description of the composition and operation of Videndum
administrative, management and supervisory bodies and their committees in accordance with DTR 7.2.7.
The division of responsibilities set out how Committee Chairs and their Committees have delegated responsibility to carry out day-to-day workings of
the Company through the Audit, Nominations, Remuneration, Executive and Finance Committee. Details of these Committees, including membership,
governance and their activities during 2025 are contained in the role of the Board and its governance structure on pages 30 to 34 and the division of
responsibilities on page 39 to 40.
The Directors are responsible for the maintenance and integrity of the parent company’s website. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Each of the Directors’ who are listed in the Board of Directors on pages 30 to 31 confirm that, to the best of their knowledge:
– the consolidated Group financial statements are prepared in accordance with UK adopted IFRS and UK GAAP and give a true and fair view of the
assets, liabilities, financial position and profit and loses of the Company and Group taken as a whole; and
– the Annual Report including the Strategic Report and Director’s Report present a fair review of the development and performance of the business
and the position of Videndum plc and the Group; together with a description of the principal risks and uncertainties they face.
The directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the group’s and parent company’s position and performance, business model and strategy.
Subsidiary audit exemption
The following UK subsidiaries have taken advantage of an exemption from audit under Section 479A of the Companies Act 2006. The ultimate parent
Company of the subsidiaries, Videndum plc, has provided a statutory guarantee for any outstanding liabilities of these subsidiaries. All these subsidiary
undertakings have been included in the consolidated financial statements of Videndum plc as at 31 December 2025:
– Palmer Dollar Finance
– Palmer Finance
– Palmer Yen Finance
– Rycote Microphone Windshields Ltd
– Videndum Group Holdings Ltd
– Videndum Group Ltd
– Videndum Investments Ltd
– Litepanels Ltd
– Videndum Creative Solutions UK Ltd
– Autoscript Ltd
– Camera Corps Ltd
– Videndum Media Solutions UK Ltd
– Videndum Production Solutions Ltd
Post Balance Sheet events
The Company at a General Meeting held on 27 March 2026 approved the following resolutions tied into the Capital Reorganisation and Share Capital
Raising and as detailed in the notice of General Meeting contained in a Prospectus published on 10 March 2026:
Ordinary resolutions:
1. The issue and allotment of New Ordinary Shares pursuant to the Capital Raising and the Debt for Equity Conversion.
2. The issue and allotment of New Ordinary Shares at a discount pursuant to the Capital Raising, and the Debt for Equity Conversion.
3. The issue and allotment of New Ordinary Shares pursuant to the Director and Senior Management subscriptions.
4. The issue and allotment of New Ordinary Shares at a discount pursuant to the Director and Senior Management subscriptions.
5. A subdivision and consolidation of the share capital.
Special resolutions:
6. The disapplication of pre-emption rights in respect of the issue and allotment of new Ordinary Shares pursuant to the Capital Raising, and the
Debt for Equity conversion; and
7. The disapplication of pre-emption rights in respect of the issue and allotment of new Ordinary Shares pursuant to the Director and Senior
Management subscriptions.
8. The Amendment of the Articles of Association to set out the rights and restrictions attaching to deferred shares created upon the sub-division.
Following the Capital Reorganisation and Share Capital Raising, the share capital of the Company comprises:
40,123,007 consolidated ordinary shares of 1 pence nominal value each.
103,613,600 deferred shares of 19.995 pence each.
Videndum plc
80
Annual Report and Accounts 2025
Annual General Meeting (“AGM”)
The 2026 AGM will be on Tuesday 19 May 2026 at 14:00 held at Regal House, 70 London Road, Twickenham, TW1 3QS. The Company will be making
use of the electronic voting facility provided by its registrars, Equiniti Limited. The facility includes CREST voting for members holding their shares
in uncertificated form. For further information, please refer to the section on online services and electronic voting set out in the notes to the
Notice of Meeting.
The Notice of the AGM and an explanation of the resolutions to be put to the meeting are set out in the Notice of Meeting accompanying this Annual
Report. The Board fully supports all the resolutions set out in the Notice and encourages shareholders to vote in favour of each of them as they
intend to in respect of their own shareholdings. Voting at the AGM will be conducted by way of a poll and shareholders are encouraged to submit
a completed proxy form in line with the Notice of AGM.
Disclosure of information to the auditors
The Directors who held office at the date of approval of this Directors’ report confirm that, so far as they are each aware, there is no relevant audit
information (as defined in Section 418(2) of the Companies Act 2006) of which the Company’s auditors are unaware; and each Director has taken all
the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the
Company’s auditors are aware of that information.
Auditors
PricewaterhouseCoopers LLP has expressed its willingness to continue in office as auditors and separate resolutions will be proposed at the 2026
AGM concerning the reappointment of PricewaterhouseCoopers LLP and to authorise the Board to agree their remuneration.
Equity raise
An allotment was made on 30 March 2026 otherwise than to the holders of the Company’s equity shares in proportion to their holdings of such
equity shares. As this Annual Report is our first following the non-pre-emptive issue, the details of the allotment are set out below in accordance
with the most recently published Pre-Emption Group Statement of Principles (2022). A post-transaction report in the format specified was issued
to the market through a regulatory information service on 27 March 2026.
Transaction
details
On 23 December 2025, the Company announced that a £70 million equity fundraise would take place in Q1 2026 (following other
announcements throughout 2025 regarding the need to raise additional capital). Shareholders were given considerable notice to
buy shares on the open market to become a shareholder to participate in the issue. The 23 December 2025 announcement
indicated there would be little to no value in the existing equity if the fundraise did not proceed.
The Company issued in aggregate 31,481,482 New Ordinary Shares pursuant to the Capital Raising, of which 30,186,315 New
Ordinary Shares were issued under the Firm Placing and 1,295,167 New Ordinary Shares were issued under the Placing and Open
Offer, which represented approximately 6,077% of issued ordinary share capital on 6 March 2026 (adjusted for the Capital
Reorganisation which occurred prior to the Capital Raising).
Settlement for the New Ordinary Shares took place on 30 March 2026.
Use of proceeds £50 million in net proceeds has been used to fund a partial repayment of the Company’s revolving credit facility. The remaining
net proceeds from the Capital Raising will be used to strengthen the Group’s liquidity position and support the management of
the go-forward capital position. The Capital Raising also formed part of and supported a broader set of Refinancing proposals by
the Company.
Quantum of
proceeds
In aggregate, the Capital Raising raised gross proceeds of approximately £85 million and net proceeds of approximately
£78.9 million given strong institutional demand, an uplift from the £70 million fundraise indicated in the Company’s
23 December 2025 announcement
Discount The Offer Price of 270 pence represented a discount of 87% to the Consolidated Closing Price of 2,070 pence on 6 March 2026.
Allocations Soft pre-emption was adhered to in the allocations process. Management was involved in the allocations process, which has been
carried out in compliance with all applicable MiFID II allocation requirements. Allocations made outside of soft pre-emption were
preferentially directed towards existing shareholders in excess of their pro rata, and wall-crossed accounts.
Consultation Since the announcements throughout 2025 there has been consultation with institutions on a non-wall-crossed basis.
Management and the Bookrunner undertook a pre-launch wall-crossing process, including consultation with major shareholders,
to the extent there was interest from the major shareholders.
Retail investors Due consideration was given by the Board as to whether a retail offer be undertaken. Following discussions between the
Company and Investec, it was decided that a retail offer would not be included in the Capital Raising. The offer structure included
an Open Offer to allow all existing shareholders the opportunity to participate should they wish to do so.
The Directors’ report was approved and authorised for issue by the Board of Directors on 31 March 2026 and signed on its behalf by
Jon Bolton
Group Company Secretary
31 March 2026
Directors’ report continued
Strategic Report Corporate Governance Financial Statements
81
Independent auditors’ report to the members
of Videndum plc
Report on the audit of the financial statements
Opinion
In our opinion:
– Videndum plc’s Group financial statements and Company financial statements (the “financial statements”) give a true and fair view of the state
of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s loss and the Group’s cash flows for the year then ended;
– the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006;
– the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2025 (the “Annual Report”), which comprise:
– the Consolidated and Company Balance Sheets as at 31 December 2025;
– the Consolidated Statement of Profit or Loss for the year then ended;
– the Consolidated Statement of Comprehensive Income/(Loss) for the year then ended;
– the Consolidated and Company Statements of Changes in Equity for the year then ended;
– the Consolidated Statement of Cash Flows for the year then ended; and
– the notes to the financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under
ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the
UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in the Audit Committee report, we have provided no non-audit services to the Company or its controlled undertakings in
the period under audit.
Material uncertainty related to going concern
In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in Section 1 of the
Group financial statements and Note a) of the Company financial statements concerning the Group’s and the Company’s ability to continue as a
going concern. Notwithstanding the outcome of the stress test and the improved financial position of the Group following the successful refinancing
in March 2026, the Directors acknowledge there remain risks inherent due to the volatility experienced in the markets in which the Group operates
given the macroeconomic environment. If the Group trades at the levels modelled in the stress test during the going concern assessment period and
the foreseeable future, the Group is forecast to have positive liquidity for the going concern assessment period and the foreseeable future. However,
if the conditions modelled in the stress test continued beyond the defined going concern assessment period it is possible that a sale, further
restructuring or other fundamental re-organisation of the Group could be required. There is no guarantee that the Group could carry out such a
re-organisation nor if such activities would be sufficient in this stress test scenario. As a result, although outside of the defined going concern
assessment period, these conditions, along with the other matters explained in those notes to the financial statements, represent potential events
or conditions of sufficient significance to indicate the existence of a material uncertainty which may cast significant doubt about the Group’s and
the Company’s ability to continue as a 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 evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting
included:
– Evaluating the base case scenario for the Group and Company going concern assessment, including the Directors’ assumptions over the Group’s
ability to increase profitability as a result of increased revenues and achieving operational efficiencies across several areas, including obtaining the
benefits from restructuring activities.
– Verifying the approach and calculations used by the Directors to determine the assumptions used in the stress test, in particular over whether the
assumptions over reduced revenues were sufficiently severe and that operating profit margins were achievable.
– Challenging management over the appropriateness of the mitigating actions applied and their ability to deliver these over the going concern
period, in particular the reduction in inventory; and
– Reviewed the Group’s new debt facility agreements, and reviewed the share placing agreement as executed in March 2026 and considered the
Group’s overall liquidity position and covenant compliance during the going concern period under both base case and stress test.
Videndum plc
82
Annual Report and Accounts 2025
Independent auditors’ report to the members
of Videndum plc continued
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, other than the material uncertainty identified in
Section 1 of the Group financial statements and Note a) of the Company financial statements, we have nothing material to add or draw attention to in
relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of
accounting, or in respect of the Directors’ identification in the financial statements of any other material uncertainties to the Group’s and the Company’s
ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.
Our audit approach
Overview
Audit scope
– We conducted full scope audits at 4 components. In addition, we performed an audit of one or more financial statement line items at a further 12
components. Where revenue was audited, these components together accounted for approximately 77% of Group revenue.
– As part of the Group audit supervision process, the Group engagement team met with and discussed the approach and results of audit procedures
with component teams and reviewed a selection of audit files and final deliverables. In-person site visits to components in Italy and the USA were
also performed.
– The Group engagement team audited the Company and other central functions including those covering taxation, post-retirement benefits, and
certain goodwill, intangible and tangible asset impairment assessments. The Group engagement team also performed audit procedures over the
consolidation and financial statement disclosures and performed Group level targeted risk assessment procedures over certain other components.
– The Group engagement team performed substantive procedures over all of the material balances and transactions of the Company.
Key audit matters
– Material uncertainty related to going concern
– Valuation of goodwill, other intangible assets and tangible assets (Group)
– Recoverability of investment in subsidiary undertaking (Company)
Materiality
– Overall Group materiality: £2.0 million (2024: £1.1 million) based on approximately 0.9% of revenue.
– Overall Company materiality: £0.8 million (2024: £0.5 million) based on 1% of total assets limited by the application of component materiality.
– Performance materiality: £1.5 million (2024: £0.7 million) (Group) and £0.6 million (2024: £0.3 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements.
Strategic Report Corporate Governance Financial Statements
83
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the 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) identified by the
auditors, 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, and any comments we make on the results of our procedures thereon, 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.
In addition to going concern, described in the Material uncertainty related to going concern section above, we determined the matters described
below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by our audit.
Deferred tax asset recoverability and inventory obsolescence provision – deviations from the standard calculation under Group accounting policies,
which were key audit matters last year, are no longer included because our current year risk assessment indicates that these are no longer significant
risk areas for the audit. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation of goodwill, other intangible assets and tangible assets
(Group)
Refer to Section 1 “Critical accounting judgements and key sources of
estimation uncertainty”, Note “3.1 Intangible assets” and Note 3.2
“Property, plant and equipment”, which set out the level of impairments
recorded during the year.
The Group has goodwill arising from the acquisition of businesses and
the carrying value is dependent on the financial performance of the
cash generating units (CGUs) or groups of CGUs to which it relates.
The Group has also recognised certain intangible assets as part of these
acquisitions. Management identifies 3 groups of CGUs – Production
Solutions (VPS), Creative Solutions (VCS) and Media Solutions (VMS).
Goodwill allocated to a group of CGUs is assessed for impairment
annually and whenever there is a specific indicator of impairment.
The carrying value of goodwill is required to be supported by the
recoverable amount, the higher of value in use or the fair value less
costs of disposal. Other intangible and tangible assets are also
assessed for impairment where impairment indicators exist.
The value in use model applied requires estimation of projected future
cash flows and includes certain key assumptions such as discount rates,
long-term growth rates and expected changes to revenue and
operating margins during the forecast periods. In making such future
assumptions, there is an inherent level of estimation uncertainty to
consider.
When assessing whether an individual asset may be impaired, the
Group has to consider a similar assessment as well as other factors,
such as the nature of the asset.
During the year the Group’s revenues have declined and there is a net
cash outflow from operating activities. We also considered the
reduction in the Group’s market capitalisation and the level of
uncertainty in future performance whilst the Group sought to
refinance.
Consequently, we determined there to be a significant audit risk that
the carrying value of goodwill and other intangible assets may not be
supportable when compared to its recoverable amount. Where a group
of CGUs was determined to be impaired, but there was no remaining
goodwill, the impairment is allocated to other assets, which also
includes tangible assets.
For the annual impairment assessment of goodwill, we evaluated
management’s value in use model.
We tested the integrity of the Group’s model and assessed the
allocation of the Group’s net assets to the carrying value of CGUs,
ensuring calculations were mathematically accurate.
We challenged the key assumptions used in the model to which the value
was most sensitive, including the revenue growth and profit margin for
VPS, VCS and VMS. We compared future cash flow performance to
historical levels, as well as to industry forecasts as part of our
assessment as to whether the planned performance was considered
achievable.
We used our valuations auditor’s experts to assist us in our audit of the
discount rate and long-term growth rates used.
Where growth in forecasts was not derived from external market
information, we applied further stress testing such as applying
historical budget variances and capping performance at historical
margin generation rates and determined that these changes did not
result in any further impairment to VMS and VCS.
For VPS, we evaluated management’s assessment alongside recent
business performance, which resulted in an impairment to property,
plant and equipment. This was reasonable based on the conditions of
the individual assets impacted.
We considered management’s assessment of the fair value less costs of
disposal model to ensure we agreed that the recoverable amount should
be taken from the value in use calculations. We reviewed management’s
sensitivity analysis and considered our own sensitivities to changes in
key assumptions and underlying cash flows.
For acquired intangible assets which had been impaired we evaluated
management’s analysis, including consideration of performance of the
acquired businesses and the basis of recognition for the assets. We
assessed the level of revenue and losses, as well as other third-party
information to support the recoverable amount of the assets.
We considered the adequacy of management’s disclosures with respect
to the impairment assessment and the key sensitivities to their
estimates.
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Annual Report and Accounts 2025
Independent auditors’ report to the members
of Videndum plc continued
Key audit matter How our audit addressed the key audit matter
Recoverability of investment in subsidiary undertaking (Company)
In the Notes to the Company Financial Statements refer to note “f)
Investments in subsidiary undertaking”.
The Company holds a material investment in its subsidiary. Due to the
Group’s trading performance in the period and market capitalisation,
there was an indicator that these balances might be impaired.
Management assessed the carrying value of this investment using value
in use models and concluded that an impairment should be recognised.
Due to this assessment including assumptions about future
performance which are judgemental in nature, we determined the
recoverability of the investment in subsidiary undertaking to be a
significant risk for our audit.
We tested management’s impairment assessment which is derived
from the value in use model used to assess impairment for the Group’s
CGUs, adjusted to reflect the relevant cash flows for this assessment.
Therefore, where appropriate, we leveraged the audit procedures
performed from our work over the valuation of goodwill, as set out
above.
We validated the required adjustments made in the model to support
the investment value, including consideration of intercompany balances
and the Group’s financing liabilities.
We recalculated the output of the model and management’s
assessment of the recoverable amount, and therefore the impairment
recognised. We considered the adequacy of management’s disclosures
with respect to the impairment assessment and the key sensitivities to
their estimates.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole,
taking into account the structure of the Group and the Company, the accounting processes and controls, and the industry in which they operate.
The Group is structured across three divisions: Media Solutions, Production Solutions and Creative Solutions.
Based on our risk and materiality assessments, we determined which components required an audit of their complete financial information having
considered the relative significance of each entity to the Group, locations with significant inherent risks and the overall coverage obtained over each
material line item in the consolidated financial statements. We identified 4 components which, in our view, required an audit of their complete
financial information, due to size. In addition to the components in full scope, we performed an audit of one or more account balances, classes of
transactions or disclosures at 12 components, including revenue, cost of sales, expenses, trade and other receivables, cash, inventory, property, plant
and equipment, and capitalised development costs. This ensured that appropriate audit procedures were performed to achieve sufficient coverage
over these financial statement line items.
We used our local teams based in the United States of America and Italy to perform the relevant audit procedures over the overseas components
that we have determined require audit procedures to be performed.
The consolidation, financial statement disclosures and corporate functions were audited by the Group audit team. This included our work over the
consolidation, centrally recognised tax balances, goodwill, acquired intangibles, post-retirement benefits, and earnings per share. We have also
performed targeted risk assessment analytics over certain other components.
Our audit of the Company financial statements was undertaken by the Group audit team and included substantive procedures over all material
balances and transactions.
Strategic Report Corporate Governance Financial Statements
85
The impact of climate risk on our audit
Climate change is expected to present both risks and opportunities for the Group. Disclosure of the impact of climate change risk based on
management’s current assessment is incorporated in the Task Force on Climate-related Financial Disclosures (‘TCFD’) section of the Annual Report.
As part of our audit, we made enquiries of management to understand the extent of the potential impact of climate change on the Group’s business
and the financial statements, including reviewing management’s climate change risk assessment which was prepared with the assistance of an
external expert. Our procedures did not identify any material impact on our audit for the year ended 31 December 2025.
Materiality
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 in aggregate on the financial
statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality £2.0 million (2024: £1.1 million). £0.8 million (2024: £0.5 million).
How we determined it approximately 0.9% of revenue 1% of total assets limited by the application
of component materiality
Rationale for benchmark applied We considered different benchmarks based on a
number of profit measures and revenue. We
considered revenue to better reflect the size of the
business given losses generated in 2025 and previous
years. Based on our professional judgement, we
determined that £2.0 million, representing
approximately 0.9% of the Group’s revenue, was an
appropriate benchmark (2024: Based on our
professional judgement and consideration that it was
the first year of our tenure as auditor).
The Company primarily holds intercompany
receivables, investment in subsidiary and debt.
Accordingly, we considered that total assets is the
primary measure for shareholders when assessing
the financial statements of the ultimate holding
company of the Group.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality. The range of
materiality allocated across components was approximately £0.6 million to £1.1 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected
misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and
extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance
materiality was 75% (2024: 62.5%) of overall materiality, amounting to £1.5 million (2024: £0.7 million) for the Group financial statements and
£0.6 million (2024: £0.3 million) for the Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation
risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £100,000 (Group audit)
(2024: £56,700) and £100,000 (Company audit) (2024: £56,700) as well as misstatements below those amounts that, in our view, warranted
reporting for qualitative reasons.
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86
Annual Report and Accounts 2025
Independent auditors’ report to the members
of Videndum plc continued
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon.
The Directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and,
accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, 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 audit, or otherwise appears to be
materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the UK Companies Act 2006 have
been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as
described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ report for the
year ended 31 December 2025 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In our opinion, the part of the Remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our
additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other
information section of this report.
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 and our knowledge obtained during the audit, and, except for the matters reported in the
section headed ‘Material uncertainty related to going concern’, we have nothing material to add or draw attention to in relation to:
– The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
– The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation
of how these are being managed or mitigated;
– The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting
in preparing them, and their identification of any material uncertainties to the Group’s and Company’s ability to continue to do so over a period of
at least twelve months from the date of approval of the financial statements;
– The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers and why the period
is appropriate; and
– The Directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its
liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or
assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in
alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the
financial statements and our knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, 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 and our knowledge obtained during the audit:
– The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the
information necessary for the members to assess the Group’s and Company’s position, performance, business model and strategy;
– The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and
– The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the company’s compliance with the
Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors.
Strategic Report Corporate Governance Financial Statements
87
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the Directors are responsible for the
preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The
Directors are also responsible for such internal control as they 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 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 Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ 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 auditors’ 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.
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. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to
Companies Act 2006 and relevant tax legislation, and we considered the extent to which non-compliance might have a material effect on the
financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal risks were related to the manipulation of reported results through the posting of
inappropriate journal entries and management bias in accounting for key estimates and judgements. The Group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit
procedures performed by the group engagement team and/or component auditors included:
– Discussions with management, Internal Audit and internal legal counsel, including consideration of known or suspected instances of non-
compliance with laws and regulation and fraud;
– Challenging management’s significant judgements and estimates, in particular those relating to the valuation of goodwill, other intangible assets
and tangible assets and the recoverability of the Company’s investment in subsidiary undertaking;
– Reviewing minutes of meetings of those charged with governance including the Board and Audit Committee meetings; and
– Identifying and testing journals, in particular journal entries posted with unexpected account combinations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws
and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a
material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,
for example, forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques.
However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target
particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of
the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
Videndum plc
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Annual Report and Accounts 2025
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not obtained all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not
visited by us; or
– certain disclosures of Directors’ remuneration specified by law are not made; or
– the Company financial statements and the part of the Remuneration report to be audited are not in agreement with the accounting records
and returns.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the company for the financial year ended 31 December 2024. Our uninterrupted engagement covers 2 financial years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these financial statements in an
annual financial report prepared under the structured digital format required by DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism
of the Financial Conduct Authority. This auditors’ report provides no assurance over whether the structured digital format annual financial report
has been prepared in accordance with those requirements.
Jennifer Dickie (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
31 March 2026
Independent auditors’ report to the members
of Videndum plc continued
Strategic Report Corporate Governance Financial Statements
89
Introduction and table of contents
Primary Statements
Consolidated Statement of Profit or Loss 90
Consolidated Statement of Comprehensive Income/(Loss) 91
Consolidated Balance Sheet 92
Consolidated Statement of Changes in Equity 93
Consolidated Statement of Cash Flows 94
Section 1 – Basis of Preparation 95
Section 2 – Results for the Year 99
2.1 Loss before tax (including segmental information) 99
2.2 Adjusting items 103
2.3 Net finance expense 105
2.4 Tax 106
2.5 Earnings per share 111
Section 3 – Operating Assets and Liabilities 113
3.1 Intangible assets 113
3.2 Property, plant and equipment 116
3.3 Working capital 118
3.4 Discontinued operations 121
3.5 Disposal of net assets and business 122
3.6 Provisions 123
3.7 Leases 124
Section 4 – Capital Structure 126
4.1 Net debt 126
4.2 Financial instruments 128
4.3 Share capital and reserves 135
Section 5 – Other Supporting Notes 137
5.1 Employees 137
5.2 Pensions 138
5.3 Share-based payments 142
5.4 Contingent liabilities 144
5.5 Related party transactions 145
5.6 Group investments 145
5.7 Subsequent events 147
Videndum plc Company Financial Statements
Company Balance Sheet 148
Company Statement of Changes in Equity 149
Notes to the Company Financial Statements 150
Glossary of Alternative Performance Measures 156
Five Year Financial Summary 161
Shareholder Information 162
Each section sets out the accounting policies applied in producing these financial statements together
with any critical accounting judgements and key sources of estimation uncertainty used. Text boxes
provide an introduction to each section.
Videndum plc
90
Annual Report and Accounts 2025
2025
2024
(1)
Notes£m£m
Continuing operations
Revenue
2.1
228 .3
28 0.7
Cost of sales
(15 6.0)
(188.4)
Gross profit
72.3
92. 3
Other income
2.1
7. 9
0 .9
Operating expenses
2.1/2.2
(1 3 4 .1)
( 1 7 7. 7)
Operating loss
2.1
(5 3.9)
(84 .5)
Comprising
– Adjusted operating loss
(1 5 . 4)
(18 .2)
– Adjusting items in operating loss
1
2.2
(38 .5)
(66.3)
Finance income
0.8
3. 3
Finance expense
1
(1 6 .9)
(1 0 .1)
Net finance expense
2.3
(1 6 .1)
(6. 8)
Loss before tax
(70.0)
(9 1. 3)
Taxation
2.4
(1 .7)
(4 4 .1)
Loss for the year from continuing operations
(71.7)
(135.4)
Profit/(loss) for the year from discontinued operations
1
3.4
3 .1
(11.6)
Loss for the year attributable to owners of the parent
(6 8 . 6)
(1 47 . 0)
Earnings per share from continuing operations
2
 (142 .3) (2 8 7.1)
Basic earnings per share
2.5
 pounds pounds
(142 .3) (2 8 7.1)
Diluted earnings per share
2.5
 pounds pounds
Earnings per share from total operations
2
 (1 36 .1) (311 .7)
Basic earnings per share
2.5
 pounds pounds
(1 36 .1) (311 .7)
Diluted earnings per share
2.5
 pounds pounds
1 On 9 April 2025, the Group sold its investment in the Amimon business. See note 3.4 “Discontinued operations” and note 3.5 “Disposal of net assets and business”.
2 Following the capital reorganisation of 30 March 2026, comprising the Sub-division and the Consolidation of existing equity shares, the calculation of basic earnings per share for both years,
2024 and 2025, has been adjusted retrospectively to reflect the change in the number of shares, as per IAS 33 “Earnings per share”. See note 2.5 “Earnings per share”.
Consolidated Statement of Profit or Loss
For the year ended 31 December 2025
Strategic Report Corporate Governance Financial Statements
91
20252024
Notes£m£m
Loss for the year
(6 8 . 6)
(1 4 7. 0)
Other comprehensive income/(loss):
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit obligation, net of tax
5.2
(1 .1)
(0. 3)
Foreign exchange gain recycled to the Income Statement on disposal of businesses
1
3.5
(2 . 4)
–
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences on foreign currency subsidiaries
(6 .7)
(1.5)
Net investment hedges – net loss
–
(2 .0)
Fair value of cash flow hedges reclassified to the Profit or Loss
(1 .1)
(4 . 6)
Effective portion of changes in fair value of cash flow hedges
0.6
1.2
Tax associated with changes in cash flow hedges
0.1
0.9
Other comprehensive loss, net of tax
(1 0. 6)
(6 . 3)
Total comprehensive loss for the year attributable to owners of the parent
(79 .2)
(15 3.3)
1 The cumulative amount of the exchange difference of £2 .4 million on Amimon is reclassified from equity to profit or loss on the recognition of the gain on its disposal.
Consolidated Statement of Comprehensive Income/(Loss)
For the year ended 31 December 2025
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Annual Report and Accounts 2025
Consolidated Balance Sheet
As at 31 December 2025
20252024
Notes £m£m
Assets
Non-current assets
Intangible assets
3.1
64.2
9 9. 7
Property, plant and equipment
3.2
3 9. 0
48.6
Employee benefit asset
5.2
3.8
4 .1
Trade and other receivables
3.3
1.2
4.5
Deferred tax assets
2.4
0. 8
0.7
Total non-current assets
1 0 9.0
1 5 7. 6
Current assets
Inventories
3.3
5 9. 8
82.5
Contract assets
0. 5
0. 5
Trade and other receivables
3.3
46.4
3 8.7
Derivative financial instruments
4.2
0 .1
0. 8
Current tax assets
2.4
2 .0
8 .9
Cash and cash equivalents
4.1
11 .0
5 7. 3
Total current assets
1 1 9. 8
18 8.7
Total assets
228. 8
346.3
Liabilities
Current liabilities
Bank overdrafts
4.1
–
44.4
Interest-bearing loans and borrowings
4.1
1 2 7. 8
0. 2
Lease liabilities
4.1
5.2
8.2
Contract liabilities
5 .1
4.2
Trade and other payables
3.3
4 2 .1
43 .7
Derivative financial instruments
4.2
0 .1
0. 3
Current tax liabilities
2.4
4 .9
6.6
Provisions
3.6
3.7
11.2
Total current liabilities
1 8 8 .9
118.8
Non-current liabilities
Interest-bearing loans and borrowings
4.1
0.3
114.2
Lease liabilities
4.1
20.0
23.3
Other payables
3.3
0.8
0. 8
Employee benefit liabilities
5.2
2.2
2.5
Provisions
3.6
0. 4
0.7
Deferred tax liabilities
2.4
–
0 .1
Total non-current liabilities
2 3.7
141 . 6
Total liabilities
212 .6
26 0.4
Net assets
16.2
8 5 .9
Equity
Share capital
4.3
20. 8
1 8 .9
Share premium
4.3
1 3 9. 3
13 3.7
Translation reserve
4.3
(25.6)
(16. 5)
Capital redemption reserve
4.3
1.6
1.6
Cash flow hedging reserve
4.3
–
0. 4
Retained earnings
4.3
(1 1 9. 9)
(52. 2)
Total equity
4.3
16. 2
8 5 .9
The notes to the consolidated financial statements on pages 95 to 147 form an integral part of the consolidated financial statements.
Approved and authorised for issue by the Board of Directors on 31 March 2026 and signed on its behalf by:
Brian Morgan
Group Chief Financial Officer
Strategic Report Corporate Governance Financial Statements
93
Notes
Capital Cash flow
Share Share Translation redemption hedging Retained Total
capital premium reserve reserve reserve earnings equity
£m£m£m£m£m£m£m
Balance at 1 January 2024
1 8 .9
133.7
(1 3.0)
1.6
2 .9
93 .4
2 3 7. 5
Loss for the year
–
–
–
–
–
(1 4 7. 0)
(1 4 7. 0)
Other comprehensive loss for the year
–
–
(3 .5)
–
(2.5)
(0 .3)
(6 . 3)
Total comprehensive loss for the year
–
–
(3. 5)
–
(2 .5)
(1 4 7. 3)
(153. 3)
Contributions by and distributions to owners
Transfer of share options
–
–
–
–
–
(0 .5)
(0. 5)
Share-based payment charge, net of tax
–
–
–
–
–
2.2
2.2
Balance at 31 December 2024 and 1 January 2025
18 .9
133.7
(16 .5)
1.6
0. 4
(52 .2)
8 5.9
Loss for the year
–
–
–
–
–
(6 8 . 6)
(6 8 . 6)
Other comprehensive loss for the year
–
–
(9.1)
–
(0 . 4)
(1 .1)
(1 0 . 6)
Total comprehensive loss for the year
–
–
(9. 1)
–
(0 . 4)
(6 9. 7)
(79 .2)
Contributions by and distributions to owners
Transfer of share options
–
–
–
–
–
(0. 3)
(0. 3)
New shares issued, net of costs
4.3
1 .9
5.6
–
–
–
–
7. 5
Share-based payment charge, net of tax
–
–
–
–
–
2.3
2.3
Balance at 31 December 2025
20. 8
1 3 9. 3
(25.6)
1.6
–
(1 1 9.9)
16 .2
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Videndum plc
94
Annual Report and Accounts 2025
Notes
20252024
£m£m
Cash flows from operating activities
Loss for the year
(6 8 . 6)
(1 4 7. 0)
Adjustments for:
Net finance expense
16.4
6 .9
Taxation
1.8
43.6
Depreciation
12 .2
13 .2
Impairment of fixed assets
3.1/3.2
2 9.7
6 1 .1
Amortisation of intangible assets
9. 7
11.6
Net loss on disposal of property, plant and equipment and software
0. 5
0. 3
Fair value losses on derivative financial instruments
0.1
0.1
Foreign exchange (gains)/losses
(0. 2)
0 .1
Share-based payment charge
2.3
2.2
Retention bonuses
–
0. 2
Profit on disposal of business or net assets, before transaction costs
3.5
(9. 0)
–
Cash used in operating activities before changes in working capital, including provisions
(5 .1)
(7. 7 )
Decrease in inventories
18.8
12.5
(Increase)/decrease in trade receivables
(6 . 6)
8. 2
(Increase)/decrease in other receivables and contract assets
(2 . 4)
2 .9
(Decrease)/increase in trade payables
(1 . 4)
1.2
Increase/(decrease) in other payables and contract liabilities
4.5
(0 .9)
(Decrease)/increase in provisions
(7. 6)
6. 3
Cash generated from operating activities
0.2
22.5
Interest paid
1,2
(1 9.1)
(10. 3)
Tax received
2.6
0. 5
Net cash (used in)/ generated from operating activities
(16. 3)
12.7
Cash flows from investing activities
Interest received
0. 6
0.2
Proceeds from sale of property, plant and equipment and software
0. 3
2.7
Purchase of property, plant and equipment
(7 .2)
( 7. 9)
Purchase of software and payment of development costs
(4 .9)
(7. 6)
Disposal of net assets and business
3.5
7. 3
–
Net cash used in investing activities
(3 .9)
(12.6)
Cash flows from financing activities
Proceeds from the issue of shares, net of costs
4.3
7. 5
–
Transfer of share options
(0. 3)
(0. 5)
Principal lease repayments
1
(6 . 5)
(6 .1)
Repayment of interest-bearing loans and borrowings
(13 .0)
(2 3 1 .1)
Proceeds from interest-bearing loans and borrowings
3 0.3
24 4.7
Net cash from financing activities
18 .0
7. 0
(Decrease)/increase in cash and cash equivalents
4.1
(2. 2)
7.1
Effect of exchange rate fluctuations
4.1
0.3
1 .1
Cash and cash equivalents and overdrafts at 1 January
12 .9
4.7
Cash and cash equivalents and overdrafts at 31 December
4.1
11.0
1 2 .9
1 Total cash outflow for leases is £7 .8 million (2024: £7.6 million) of which £6.5 million (2024: £6. 1 million) relates to principal lease repayments and £1.3 million (2024: £1.5 million) to interest.
2 Interest payments include transaction costs of £6 .3 million (2024: £1. 2 million) on the debt financing.
The statement of cash flows of discontinued operations is presented in note 3.4 “Discontinued operations”.
Consolidated Statement of Cash Flows
For the year ended 31 December 2025
Strategic Report Corporate Governance Financial Statements
95
This section sets out the Group’s accounting policies that relate to the consolidated financial statements as a whole. Where an accounting
policy is specific to one note, the policy is described in the note to which it relates.
Videndum plc (“the Company”) is a public company limited by shares incorporated in the United Kingdom under the Companies Act. The Company
is registered in England and Wales and its registered address is William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom.
The consolidated financial statements of the Company as at and for the year ended 31 December 2025 comprise the Company and its subsidiaries
(together referred to as “the Group”).
The Group’s consolidated financial statements have been prepared in accordance with UK-adopted International Accounting Standards and with
the requirements of the Companies Act 2006 as applicable to companies reporting under those standards, and have been approved by the Directors.
The consolidated financial statements are principally prepared on the basis of historical cost modified by revaluation of certain financial assets and
financial liabilities held at fair value through profit and loss. Areas where other bases are applied are identified in the accounting policy outlined in
the relevant note.
Climate change risks and opportunities, as detailed in TCFD on pages 22 to 26, were considered together with the Board approved budget, the
strategy, and Management cash flow projections. The budget and cash flow projections have been utilised in the assessment of the carrying value
of assets, impairment of CGUs and goodwill, and the going concern and viability assessment.
In reporting financial information, the Group presents Alternative Performance Measures (“APMs”) which are not defined or specified under
the requirements of International Financial Reporting Standards (“IFRS”). The Group believes that these APMs, which are not considered to be
a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison
of performance over time. A glossary on pages 156 to 160 provides a comprehensive list of APMs that the Group uses, including an explanation
of how they are calculated, why they are used and how they can be reconciled to a statutory measure where relevant.
The Company has elected to prepare its parent company financial statements in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
Going concern
Background and context
The last three financial years through to 31 December 2025 have been challenging for the Group with underperformance of primary markets leading
to pressure on the Group’s capital structure. The markets in which the business operates were impacted by COVID, macro events such as the writers’
strike and fires in LA, and increased competition, especially in the consumer end of the market. Expectations of recovery, in prior years, in all three
primary markets of independent content creator, cine and scripted TV and broadcast failed to materialise. Following a change in management in
2024 the business prioritised actions within its control, focusing on an operational efficiency programme to drive performance, cost savings and on
refinancing the existing debt. The business focused on (i) reinstating pricing discipline; (ii) improving operational efficiency; (iii) driving gross margin
expansion; and (iv) reducing discretionary spend. Several of the restructuring and cost saving actions that were announced in 2024 paid dividends in
2025. The key project which progressed in 2025 was in relation to the relocation of assembly and manufacturing from the UK Bury St Edmunds site
to the Feltre site in Northern Italy and Cartago, Costa Rica resulting in savings and improving operational efficiency in 2025.
In 2025, the business implemented further restructuring activities to manage liquidity and improve the future cost base of the business. The most
significant of these included the planned closure of the UK Ashby-de-la Zouch site with manufacturing outsourced or moved to Feltre and storage to
Bury St Edmunds. Other initiatives led to a simplification of operations in Asia, reduction of engineering resource in the United States and the closure
of the distribution centre in Australia, which will move to an outsourced model. The savings from these activities in 2025 were c.£15.0 million and are
forecast to expand to c.£23.0 million in 2026.
The Amimon research operation in Israel was sold in April 2025, with the intellectual property moved to the US Teradek business. Gross cash
proceeds of £2.6 million were realised together with savings from the avoidance of operating and closure costs. On 3 September 2025, the Group
exited the consumer end of the ICC market by selling its consumer brand JOBY for gross cash proceeds of £5.2 million.
In December 2025, the Group announced the closure of distribution operations in Australia, with the closure completed in February 2026. The
Group’s presence in Australia will transition to an external distribution model, utilising third party distributors that will be fulfilled from our China
and EU warehouses.
Linked to these initiatives, headcount, on a full-time equivalent basis, fell from 1,507 at the end of 2024 to 1,248 at 31 December 2025.
Section 1
Basis of Preparation
Videndum plc
96
Annual Report and Accounts 2025
Section 1 continued
Basis of Preparation continued
Refinancing
On 30 March 2026, the Group completed refinancing its capital structure. The refinancing significantly deleverages the capital structure, materially
improves key credit metrics and positions the business to deliver on its potential with the support of the new Super Senior Facility and available cash
on the balance sheet.
The refinancing comprises a £111.7 million reduction in net debt, consisting of:
– An equity raise of £85.0 million (gross);
– The equitisation of £23.0 million of the existing RCF debt in exchange for new equity; and
– Debt write-off of £15.8 million; less £12.1 million in advisory fees.
The new Group facilities total £60.0 million:
– A three-year £31.5 million Senior Term Loan (tranche A);
– A two-year £13.5 million Senior Term Loan (tranche B); and
– A new three-year £15.0 million Super Senior Facility.
The covenants associated with the new debt facilities are:
From 31 March 2026 to 31 March 2028 monthly minimum liquidity (defined as cash at bank, net of overdrafts, plus available undrawn RCF),
of £5.0 million.
Going Concern Assessment
These Consolidated Financial Statements have been prepared on a going concern basis. In making its assessment, the Board considered the future
trading and cash flow forecasts over a period of 12 months from the approval date of these Consolidated Financial Statements (the “going concern
assessment period”) using the FY2026 budget and future forecasts along with a number of scenarios based on downsides from the FY2025
performance. The Board believes that available liquidity will be sufficient to enable the Group to meet its liabilities as they fall due within the going
concern assessment period. As a result of the challenging conditions outlined above, the Board has also considered events or conditions that may occur
after the end of the defined going concern assessment period.
Base Case
The Base Case is the FY2026 Budget and relevant future forecasts, which were reviewed and approved by the Board in December 2025. The Base
Case includes revenue and margin growth, driven by New Product Introductions (“NPI”), expansion in Asia, competitive market positioning through
a focus on product costs, and an element of end market growth.
Stress test
The Board has modelled multiple downside scenarios to stress test the going concern assessment. The most severe scenario modelled assumes a
continued decline in revenues of 14% year-on-year applied from April 2026. This is consistent with trends seen during FY2024 and FY2025 (excluding
the impact of the 2024 Olympics revenue). This would result in a revenue decline of c.£31.0 million in the 12 month assessment period. The reduced
level of revenues leads to a decline in gross margins and the benefits of operational leverage also reduce.
In this scenario management would take further action on the Group’s cost base to maintain compliance with the minimum liquidity covenant of
£5.0 million. The mitigating actions modelled in this scenario are within management’s control. These actions include: reduction in discretionary
operating expenses; removal of incentive payments; salary and headcount freezes; reduction of non-essential capital expenditure; and continued
reduction of inventories. The impact of these adjustments would further reduce costs by c.£12.0 million across the going concern assessment period,
with an improvement in cashflows of c.£22.0 million. The Group has historical precedent for applying mitigating actions in this way, demonstrated by
the level of cost savings of £15.0 million already achieved in the business during FY2025. Were this scenario to arise, the Group would begin
implementing mitigations from April 2026. In this stress test scenario there continues to be headroom over the minimum liquidity covenant for the
entire going concern assessment period.
Further actions, which have not been modelled, available to management which could be enacted at minimal cost should such a severe downturn
arise include further reduction of operating expenses, the sale of businesses, tangible assets, intangible assets and inventory.
Material uncertainty
Notwithstanding the outcome of the stress test and the improved financial position of the Group following the successful refinancing in March 2026,
the Directors acknowledge that there remain risks inherent due to the volatility experienced in the markets in which the Group operates given the
current macroeconomic environment. If the Group trades at the levels modelled in the stress test during the going concern assessment period and
the foreseeable future, the Group is forecast to have positive liquidity for the going concern assessment period and the foreseeable future. However,
if the conditions modelled in the stress test continued beyond the defined going concern assessment period it is possible that a sale, further
restructuring or other fundamental re-organisation of the Group could be required. There is no guarantee that the Group could carry out such a
re-organisation nor if such activities would be sufficient in this stress test scenario. As a result, although outside of the defined going concern
assessment period, this represents potential events or conditions of sufficient significance to indicate the existence of a material uncertainty which
may cast significant doubt over the Group’s ability to continue as a going concern should these events or conditions be realised.
The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.
Basis of consolidation
Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its involvement with
an entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries sold or acquired during the year are
included in the consolidated financial statements up to, or from, the date that control exists.
Strategic Report Corporate Governance Financial Statements
97
Foreign currencies
The consolidated financial statements are presented in Sterling which is the functional currency of Videndum Plc. The functional currency of the
Group’s subsidiaries is generally that of the local country.
Foreign currency transactions are usually translated into the functional currency using the exchange rates at the dates of the transactions.
For practical reasons, if exchange rates do not fluctuate significantly, a rate that approximates the actual rate at the date of the transaction may
be used for all transactions in each foreign currency occurring during that period.
Foreign currency monetary assets and liabilities are translated at the year-end exchange rate.
Where there is a movement in the exchange rate between the date of the transaction and the settlement of such transactions, and from the
translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, a currency translation gain or loss may
arise. Any such differences are recognised in Profit or Loss.
Non-monetary assets and liabilities measured at historical cost are translated at the exchange rate on the day of the transaction, unless they are
stated at fair value in which case they are translated at the exchange rate on the day the fair value was determined.
The assets and liabilities of overseas subsidiaries, including goodwill and fair value adjustments arising on consolidation, are translated at the
year-end exchange rate. The revenues and expenses of these subsidiaries are translated at the weighted average exchange rate for the year. Where
differences arise between these rates, they are recognised in the translation reserve within equity and other comprehensive income (“OCI”).
The cash flows of these companies are typically translated at the weighted average exchange rate for the year.
In the consolidated financial statements, currency translation gains and losses on external loans and borrowings which are designated as net
investment hedges and on long-term inter-company loans that form part of the net investment in a foreign operation are deferred in the translation
reserve within equity and OCI.
In respect of all overseas companies, only those translation differences arising since 1 January 2004, the date of transition to IFRS, are presented as
a separate component of equity. On disposal of such a company, the related translation reserve is released to the Income Statement as part of the
gain or loss on disposal.
Critical accounting judgements and key sources of estimation uncertainty
The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required
which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and
estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future
periods affected. The Directors believe that the consolidated financial statements reflect appropriate judgements and estimates and provide a true
and fair view of the Group’s performance and financial position.
Key sources of estimation uncertainty in applying the Group’s accounting policies
The following are the key sources of estimation uncertainty that the Directors have made in the process of applying the Group’s accounting policies
and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.
Impairment of goodwill
The impairment of goodwill involves making assumptions. The most critical assumptions include near-term business outlook for the cash generating unit,
including both its operating profit and operating cash flow performance, terminal growth rates beyond 2030 and discount rates applied. All assumptions
are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 3.1 “Intangible assets”.
The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill
is allocated on acquisition to a cash-generating unit (“CGU”), or groups of CGUs, which are anticipated to benefit from the combination. The CGUs
are assessed to be the three segments of the Group. Goodwill is not subject to amortisation but is tested for impairment annually, or earlier if there
is an indicator triggering the impairment assessment. Impairment is determined by assessing the recoverable amount of the CGU to which the
goodwill is allocated. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised in the Statement
of Profit or Loss. All acquisitions are accounted for by applying the acquisition method. Goodwill on these acquisitions represents the excess of the
fair value of the acquisition consideration over the fair value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent
adjustments to the fair values of net assets acquired can be made within 12 months of the acquisition date where original fair values were
determined provisionally. These adjustments are accounted for from the date of acquisition. Further details about the assumptions used and
sensitivities are set out in note 3.1 “Intangible assets”.
Inventory
Provisions are required to write down slow-moving, excess and obsolete inventory to its net realisable value. Management assessed the level of
inventory provisioning by category and judgements and estimates were made in determining if a provision was required and at what level. The key
estimates relate to supply chains and their lead times, future selling price, anticipated future sales of products over particular time periods, the
susceptibility of the underlying product to obsolescence and current year trading performance. The anticipated level of future sales is determined
primarily based on actual sales over a specified historic reference period of six to 24 months, which is determined by Management and is deemed
appropriate to the type of inventory. Further details about the sensitivities are set out in note 3.3 “Working capital”.
Videndum plc
98
Annual Report and Accounts 2025
Section 1 continued
Basis of Preparation continued
Pension benefits
The actuarial valuations associated with the pension schemes involve making assumptions about discount rates and life expectancy. All assumptions
are reviewed at each reporting date. Further details about the assumptions used and sensitivities are set out in note 5.2 “Pensions”.
Critical accounting judgements in applying the Group’s accounting policies
The following are critical accounting judgements that the Group makes, apart from those involving estimations (which are dealt with above),
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 consolidated financial statements.
Development costs
The Group capitalises development costs which meet the criteria under IAS 38 “Intangible Assets” and discloses the amount capitalised in note 3.1
“Intangible assets”. The Group makes significant judgements in the application of IAS 38, particularly in relation to its requirements regarding the
technical feasibility of completing the asset and the Group’s ability to sell and generate future economic benefits from the intangible asset.
Impairment of acquired intangibles
The critical judgement around the impairment assessment of acquired intangibles is dependent on the internal indicator analysis. This internal
indicator includes performing a revenue trend analysis of the customer lists and brand names purchased on acquisitions which is then compared to
the revenue projections included in valuing the acquired intangibles.
Going concern assessment
There were material judgements made by the Board to determine if the Group is a going concern. These judgements are disclosed under “going concern”
in Section 1 “Basis of Preparation”.
Alternative Performance Measures (“APMs”)
In reporting financial information, the Group presents APMs which are not defined or specified under the requirements of IFRS. The Group believes
that these APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional helpful
information and enable an alternative comparison of performance over time. The “Glossary of Alternative Performance Measures (“APMs”)”
provides a comprehensive list of APMs that the Group uses, including an explanation of how they are calculated, why they are used and how they
can be reconciled to an IFRS measure where relevant.
New and amended IFRS Accounting Standards that are effective for the current year
In the current year, the Group has applied a number of amendments to IFRS Accounting Standards that are mandatorily effective for an accounting
period that begins on or after 1 January 2025. Their adoption has not had any material impact on the disclosures or on the amounts reported in
these financial statements.
– Amendments to IAS 21: Lack of Exchangeability (effective 1 January 2025)
New standards and interpretations effective for future periods and not yet adopted
At 31 December 2025, the Group is in the process of ascertaining the impact of IFRS 18 – Presentation and disclosure in Financial Statements.
The remaining amended standards and interpretations not yet effective are not expected to have a significant impact on the Group’s consolidated
financial statements.
At the date of authorisation of these financial statements, the Group has not applied any new or revised IFRS Accounting Standards that have been
issued but are not yet effective. The standards applicable to the Group are shown below:
– IFRS 18: Presentation and disclosure in Financial Statements (effective 1 January 2027)
– IFRS 19: Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027)
– Amendments to IFRS 9 and IFRS 7: Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026).
Strategic Report Corporate Governance Financial Statements
99
This section focuses on the results of the Group. On the following pages you will find disclosures relating to the following:
2.1 Loss before tax (including segmental information)
2.2 Adjusting items
2.3 Net finance expense
2.4 Tax
2.5 Earnings per share
2.1 Loss before tax (including segmental information)
This shows the analysis of the Group’s loss before tax by reference to its three Divisions. Further segmental information and an analysis of key
operating expenses are also shown here.
Material accounting policies
Government grants
For government assistance which meets the definition of a government grant under IAS 20, the Group applies the income approach to account
for the grants received. As such, the grant is recognised in the Income Statement as a reduction of the related costs incurred.
Revenue recognition
Sale of goods
Revenue from the sale of goods is recognised when the Group sells a product to a customer which includes channels like distributors, dealers, retailers,
e-tailers and intermediaries, and control has passed. This is either once the product has been shipped, or delivered to the channel, depending on the
terms and conditions of the sale. Payment terms vary by Division and customer but where credit terms are given, payments are due generally 30 days
after control of the goods has passed to the customer. Revenue is recognised at the transaction price exclusive of sales tax, adjusted for the expected
level of returns, trade discounts and volume rebates. For the products expected to be returned, both a refund liability and a right to the returned goods
are recognised using an expected value method based on past history. Volume rebates payable to customers are accounted for as variable consideration
under IFRS 15 Revenue from Contracts with Customers and are estimated at contract inception and updated at each reporting date, with the
estimated rebate recognised as a reduction of revenue in the period in which the related sales are recognised.
Some contracts include multiple deliverables, such as the sale of the product and its installation. If material, distinct goods and services are
accounted for as separate performance obligations. The transaction price is allocated to each performance obligation based on their standalone
selling prices.
Service contracts
Revenue from rental service contracts which are fulfilled using the Group’s equipment and operators is recognised in the accounting period in which
the services are rendered. Payment terms vary and there can be small advance payments but generally payments are due as services are rendered.
Generally, contracts with customers are for periods of one year or less. As a result, the transaction price allocated to any unsatisfied contracts is not
disclosed, as permitted by IFRS 15.
Licences
Software licences are sold by the Group on a standalone basis and together with a tangible product. If the licence is considered distinct, the revenue
recognition pattern is based on whether the licence is a right-to-use intellectual property (revenue recognised at a point in time) or a right-to-access
intellectual property (revenue recognised over time). The majority of the licences granted by the Group represent a right-to-use intellectual property
for which payments are generally in advance. For a right-to-access intellectual property, payments are normally on a monthly basis with a credit
period of 30 days.
Financing components
The Group generally does not have contracts where the period between the transfer of the promised goods or services to the channel or customer
and payment by the customer exceeds one year.
Segment reporting
The Group has three reportable segments which are reported in a manner that is consistent with the internal reporting provided to the Chief Operating
Decision Maker (considered to be the Board) on a regular basis to assist in making decisions on capital allocated to each segment and to assess
performance. Further details on the nature of these segments and the products and services they provide are contained in the Strategic Report.
Section 2
Results for the Year
Videndum plc
100
Annual Report and Accounts 2025
Creative
Solutions
Corporate
and unallocable Total Discontinued operations
1
Continuing and
discontinued operations
2025
£m
2024
£m
2025
£m
2024
£m
2025
£m
2024
£m
2025
£m
2024
£m
2025
£m
2024
£m
47.1 57.3 – – 217.8 260.7 0.5 2.9 218.3 263.6
(3.9) (3.8) (0.1) (0.2) (18.7) (20.0) – – (18.7) (20.0)
– (1.7) – – (5.7) (4.0) – – (5.7) (4.0)
– – 11.0 57.3 11.0 57.3 – – 11.0 57.3
– – – 44.4 – 44.4 – – – 44.4
– – 0.1 0.1 14.7 21.9 – – 14.7 21.9
0.1 0.1 – – 7.2 7.8 – 0.1 7.2 7.9
Section 2 continued
Results for the Year continued
1 See note 3.4 “Discontinued operations” and note 3.5 “Disposal of net assets and business”.
2 See “Glossary of Alternative Performance Measures (“APMs”) – Unaudited”.
3 See note 3.5 “Disposal of net assets and business”.
Segment reporting Media Production
Solutions Solutions
2025 2024 2025 2024
£m £m £m £m
Analysis of revenue from external customers
Sales
108.5
132.7
62.2
70.7
Licences
–
–
2.2
3.5 – – – – 2.2 3.5 – – 2.2 3.5
Services
–
–
8.3
16.5 – – – – 8.3 16.5 – – 8.3 16.5
Total revenue from external customers
108.5
132.7
72.7
90.7 47.1 57.3 – – 228.3 280.7 0.5 2.9 228.8 283.6
United Kingdom
8.4
10.1
9.0
10.9 4.1 3.9 – – 21.5 24.9 – – 21.5 24.9
The rest of Europe
40.6
44.6
13.8
25.1 8.1 10.5 – – 62.5 80.2 0.4 1.0 62.9 81.2
North America
37.0
48.4
33.7
40.3 27.2 34.8 – – 97.9 123.5 0.1 1.6 98.0 125.1
Asia Pacific
17.9
24.0
12.2
9.7 5.9 6.4 – – 36.0 40.1 – 0.3 36.0 40.4
The rest of the world
4.6
5.6
4.0
4.7 1.8 1.7 – – 10.4 12.0 – – 10.4 12.0
Total revenue from external customers, by location of customer
108.5
132.7
72.7
90.7 47.1 57.3 – – 228.3 280.7 0.5 2.9 228.8 283.6
Inter-segment revenue
2.2
0.3
1.4
1.8 – 0.2 (3.6) (2.3) – – – – – –
Total revenue
110.7
133.0
74.1
92.5 47.1 57.5 (3.6) (2.3) 228.3 280.7 0.5 2.9 228.8 283.6
Other income
3.9
–
0.4
0.9 3.6 – – – 7.9 0.9 – – 7.9 0.9
Adjusted EBITDA
2
11.2
12.8
1.6
13.6 7.5 6.9 (11.3) (13.2) 9.0 20.1 – – 9.0 20.1
Total depreciation and amortisation of purchased software and capitalised
development costs
(8.3)
(9.4)
(6.4)
(6.6)
Adjusted impairment of property, plant and equipment, purchased software and
capitalised development costs
–
(1.7)
(5.7)
(0.6)
One-off charges
–
(8.6)
–
(4.8) – (0.9) – – – (14.3) – – – (14.3)
Adjusted operating profit/(loss)
2.9
(6.9)
(10.5)
1.6 3.6 0.5 (11.4) (13.4) (15.4) (18.2) – – (15.4) (18.2)
Profit on disposal of net assets
3
3.9
–
–
– – – – – 3.9 – – – 3.9 –
Amortisation of intangible assets that are acquired in a business combination
(3.2)
(3.5)
–
– – – – – (3.2) (3.5) – – (3.2) (3.5)
Restructuring and other costs
2
(1.8)
(6.0)
(1.6)
(1.7) (0.3) (0.3) (0.4) (3.3) (4.1) (11.3) – – (4.1) (11.3)
Other adjusting items
(2.5)
–
(1.3)
– – – (5.2) – (9.0) – – – (9.0) –
Impairment of assets
(26.1)
(16.8)
–
(34.2) – – – (0.3) (26.1) (51.3) – – (26.1) (51.3)
Acquisition related charges
–
(0.1)
–
(0.1) – – – – – (0.2) – – – (0.2)
Adjusting items in operating profit/(loss)
(29.7)
(26.4)
(2.9)
(36.0) (0.3) (0.3) (5.6) (3.6) (38.5) (66.3) – – (38.5) (66.3)
Operating (loss)/profit
(26.8)
(33.3)
(13.4)
(34.4) 3.3 0.2 (17.0) (17.0) (53.9) (84.5) – – (53.9) (84.5)
Profit/(loss) from discontinued operations
1
–
–
–
– – – – – – – 3.5 (12.0) 3.5 (12.0)
Net finance income/(expense)
(0.1)
(1.2)
–
– 0.2 (0.1) (16.2) (5.5) (16.1) (6.8) (0.3) (0.1) (16.4) (6.9)
Loss/(profit) before tax
(26.9)
(34.5)
(13.4)
(34.4) 3.5 0.1 (33.2) (22.5) (70.0) (91.3) 3.2 (12.1) (66.8) (103.4)
Taxation
–
–
–
– – – – – (1.7) (44.1) (0.1) 0.5 (1.8) (43.6)
Loss/(profit) for the year
(26.9)
(34.5)
(13.4)
(34.4) 3.5 0.1 (33.2) (22.5) (71.7) (135.4) 3.1 (11.6) (68.6) (147.0)
Segment assets
117.0
167.2
57.3
69.7 37.6 41.4 3.1 1.1 215.0 279.4 – – 215.0 279.4
Unallocated assets
Cash and cash equivalents
–
–
–
–
Non-current tax assets
–
–
–
– – – – – – – – – – –
Current tax assets
–
–
–
– – – 2.0 8.9 2.0 8.9 – – 2.0 8.9
Deferred tax assets
–
–
–
– – – 0.8 0.7 0.8 0.7 – – 0.8 0.7
Total assets
117.0
167.2
57.3
69.7 37.6 41.4 16.9 68.0 228.8 346.3 – – 228.8 346.3
Segment liabilities
37.9
52.6
26.5
23.8 7.3 12.6 7.9 5.9 79.6 94.9 – – 79.6 94.9
Interest-bearing loans and borrowings
0.5
0.4
–
– – – 127.6 114.0 128.1 114.4 – – 128.1 114.4
Unallocated liabilities
Bank overdrafts
–
–
–
–
Current tax liabilities
–
–
–
– – – 4.9 6.6 4.9 6.6 – – 4.9 6.6
Deferred tax liabilities
–
–
–
– – – – 0.1 – 0.1 – – – 0.1
Total liabilities
38.4
53.0
26.5
23.8 7.3 12.6 140.4 171.0 212.6 260.4 – – 212.6 260.4
Non-current assets, by location
United Kingdom
5.9
7.4
8.7
14.4
The rest of Europe
24.9
24.9
0.2
0.2 – – – 25.1 25.1 – – 25.1 25.1
North America
38.5
74.0
2.8
4.3 20.0 20.7 – – 61.3 99.0 – – 61.3 99.0
Asia Pacific
0.5
0.7
0.1
0.6 – – – – 0.6 1.3 – – 0.6 1.3
The rest of the world
–
–
2.7
5.1 – 0.4 – – 2.7 5.5 – – 2.7 5.5
Total non-current assets
4
69.8
107.0
14.5
24.6 20.0 21.1 0.1 0.1 104.4 152.8 – – 104.4 152.8
Cash flows from operating activities
9.6
16.9
(1.3)
11.2 6.4 6.7 (27.1) (18.0) (12.4) 16.8 (3.9) (4.1) (16.3) 12.7
Cash flows from investing activities
(1.5)
(5.5)
(1.8)
(3.2) (1.1) (4.0) 1.0 0.2 (3.4) (12.5) (0.5) (0.1) (3.9) (12.6)
Cash flows from financing activities
(3.3)
(3.1)
(1.7)
(1.7) (1.0) (1.0) 24.1 13.1 18.1 7.3 (0.1) (0.3) 18.0 7.0
Capital expenditure
Property, plant and equipment
5.6
3.5
1.5
4.2
Software and development costs
1.2
2.1
0.6
1.6 3.1 3.9 – – 4.9 7.6 – – 4.9 7.6
Strategic Report Corporate Governance Financial Statements
101
Media
Solutions
Production
Solutions
Creative Corporate Continuing and
Solutions
and unallocable
Total
Discontinued operations
1
discontinued operations
2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
£m £m £m £m £m £m £m £m £m £m
47.1
57.3
–
–
217.8
260.7
0.5
2.9
218.3
263.6
Licences – – 2.2 3.5 –
–
–
–
2.2
3.5
–
–
2.2
3.5
Services – – 8.3 16.5 –
–
–
–
8.3
16.5
–
–
8.3
16.5
Total revenue from external customers 108.5 132.7 72.7 90.7 47.1
57.3
–
–
228.3
280.7
0.5
2.9
228.8
283.6
United Kingdom 8.4 10.1 9.0 10.9 4.1
3.9
–
–
21.5
24.9
–
–
21.5
24.9
The rest of Europe 40.6 44.6 13.8 25.1 8.1
10.5
–
–
62.5
80.2
0.4
1.0
62.9
81.2
North America 37.0 48.4 33.7 40.3 27.2
34.8
–
–
97.9
123.5
0.1
1.6
98.0
125.1
Asia Pacific 17.9 24.0 12.2 9.7 5.9
6.4
–
–
36.0
40.1
–
0.3
36.0
40.4
The rest of the world 4.6 5.6 4.0 4.7 1.8
1.7
–
–
10.4
12.0
–
–
10.4
12.0
Total revenue from external customers, by location of customer 108.5 132.7 72.7 90.7 47.1
57.3
–
–
228.3
280.7
0.5
2.9
228.8
283.6
Inter-segment revenue 2.2 0.3 1.4 1.8 –
0.2
(3.6)
(2.3)
–
–
–
–
–
–
Total revenue 110.7 133.0 74.1 92.5 47.1
57.5
(3.6)
(2.3)
228.3
280.7
0.5
2.9
228.8
283.6
Other income 3.9 – 0.4 0.9 3.6
–
–
–
7.9
0.9
–
–
7.9
0.9
11.2 12.8 1.6 13.6 7.5
6.9
(11.3)
(13.2)
9.0
20.1
–
–
9.0
20.1
(3.9)
(3.8)
(0.1)
(0.2)
(18.7)
(20.0)
–
–
(18.7)
(20.0)
–
(1.7)
–
–
(5.7)
(4.0)
–
–
(5.7)
(4.0)
One-off charges – (8.6) – (4.8) –
(0.9)
–
–
–
(14.3)
–
–
–
(14.3)
Adjusted operating profit/(loss) 2.9 (6.9) (10.5) 1.6 3.6
0.5
(11.4)
(13.4)
(15.4)
(18.2)
–
–
(15.4)
(18.2)
3.9 – – – –
–
–
–
3.9
–
–
–
3.9
–
Amortisation of intangible assets that are acquired in a business combination (3.2) (3.5) – – –
–
–
–
(3.2)
(3.5)
–
–
(3.2)
(3.5)
(1.8) (6.0) (1.6) (1.7) (0.3)
(0.3)
(0.4)
(3.3)
(4.1)
(11.3)
–
–
(4.1)
(11.3)
Other adjusting items (2.5) – (1.3) – –
–
(5.2)
–
(9.0)
–
–
–
(9.0)
–
Impairment of assets (26.1) (16.8) – (34.2) –
–
–
(0.3)
(26.1)
(51.3)
–
–
(26.1)
(51.3)
Acquisition related charges – (0.1) – (0.1) –
–
–
–
–
(0.2)
–
–
–
(0.2)
Adjusting items in operating profit/(loss) (29.7) (26.4) (2.9) (36.0) (0.3)
(0.3)
(5.6)
(3.6)
(38.5)
(66.3)
–
–
(38.5)
(66.3)
Operating (loss)/profit (26.8) (33.3) (13.4) (34.4) 3.3
0.2
(17.0)
(17.0)
(53.9)
(84.5)
–
–
(53.9)
(84.5)
– – – – –
–
–
–
–
–
3.5
(12.0)
3.5
(12.0)
Net finance income/(expense) (0.1) (1.2) – – 0.2
(0.1)
(16.2)
(5.5)
(16.1)
(6.8)
(0.3)
(0.1)
(16.4)
(6.9)
Loss/(profit) before tax (26.9) (34.5) (13.4) (34.4) 3.5
0.1
(33.2)
(22.5)
(70.0)
(91.3)
3.2
(12.1)
(66.8)
(103.4)
Taxation – – – – –
–
–
–
(1.7)
(44.1)
(0.1)
0.5
(1.8)
(43.6)
Loss/(profit) for the year (26.9) (34.5) (13.4) (34.4) 3.5
0.1
(33.2)
(22.5)
(71.7)
(135.4)
3.1
(11.6)
(68.6)
(147.0)
Segment assets 117.0 167.2 57.3 69.7 37.6
41.4
3.1
1.1
215.0
279.4
–
–
215.0
279.4
–
–
11.0
57.3
11.0
57.3
–
–
11.0
57.3
Non-current tax assets – – – – –
–
–
–
–
–
–
–
–
–
Current tax assets – – – – –
–
2.0
8.9
2.0
8.9
–
–
2.0
8.9
Deferred tax assets – – – – –
–
0.8
0.7
0.8
0.7
–
–
0.8
0.7
Total assets 117.0 167.2 57.3 69.7 37.6
41.4
16.9
68.0
228.8
346.3
–
–
228.8
346.3
Segment liabilities 37.9 52.6 26.5 23.8 7.3
12.6
7.9
5.9
79.6
94.9
–
–
79.6
94.9
Interest-bearing loans and borrowings 0.5 0.4 – – –
–
127.6
114.0
128.1
114.4
–
–
128.1
114.4
–
–
–
44.4
–
44.4
–
–
–
44.4
Current tax liabilities – – – – –
–
4.9
6.6
4.9
6.6
–
–
4.9
6.6
Deferred tax liabilities – – – – –
–
–
0.1
–
0.1
–
–
–
0.1
Total liabilities 38.4 53.0 26.5 23.8 7.3
12.6
140.4
171.0
212.6
260.4
–
–
212.6
260.4
–
–
0.1
0.1
14.7
21.9
–
–
14.7
21.9
The rest of Europe 24.9 24.9 0.2 0.2 –
–
–
25.1
25.1
–
–
25.1
25.1
North America 38.5 74.0 2.8 4.3 20.0
20.7
–
–
61.3
99.0
–
–
61.3
99.0
Asia Pacific 0.5 0.7 0.1 0.6 –
–
–
–
0.6
1.3
–
–
0.6
1.3
The rest of the world – – 2.7 5.1 –
0.4
–
–
2.7
5.5
–
–
2.7
5.5
69.8 107.0 14.5 24.6 20.0
21.1
0.1
0.1
104.4
152.8
–
–
104.4
152.8
Cash flows from operating activities 9.6 16.9 (1.3) 11.2 6.4
6.7
(27.1)
(18.0)
(12.4)
16.8
(3.9)
(4.1)
(16.3)
12.7
Cash flows from investing activities (1.5) (5.5) (1.8) (3.2) (1.1)
(4.0)
1.0
0.2
(3.4)
(12.5)
(0.5)
(0.1)
(3.9)
(12.6)
Cash flows from financing activities (3.3) (3.1) (1.7) (1.7) (1.0)
(1.0)
24.1
13.1
18.1
7.3
(0.1)
(0.3)
18.0
7.0
0.1
0.1
–
–
7.2
7.8
–
0.1
7.2
7.9
Software and development costs 1.2 2.1 0.6 1.6 3.1
3.9
–
–
4.9
7.6
–
–
4.9
7.6
2025
£m
2024
£m
2025
£m
2024
£m
Analysis of revenue from external customers
Sales 108.5 132.7 62.2 70.7
Adjusted EBITDA
2
Total depreciation and amortisation of purchased software and capitalised
development costs (8.3) (9.4) (6.4) (6.6)
Adjusted impairment of property, plant and equipment, purchased software and
capitalised development costs – (1.7) (5.7) (0.6)
Profit on disposal of net assets
3
Restructuring and other costs
2
Profit/(loss) from discontinued operations
1
Unallocated assets
Cash and cash equivalents – – – –
Unallocated liabilities
Bank overdrafts – – – –
Non-current assets, by location
United Kingdom 5.9 7.4 8.7 14.4
Total non-current assets
4
Capital expenditure
Property, plant and equipment 5.6 3.5 1.5 4.2
4 Non-current assets exclude employee benefit asset, derivative financial instruments and non-current tax assets.
The Group’s operations are located in several geographical locations, and sell products and services on to external customers throughout the world. One customer (2024: one) accounted for
more than 10% of external revenue. The total revenue from this customer, which was recognised in all three continuing segments, was £34.0 million (2024: £41.2 million) .
Videndum plc
102
Annual Report and Accounts 2025
Other income
Other income comprises income that arises from activities outside the Group’s ordinary revenue-generating activities and which does not meet
the definition of revenue under IFRS 15 Revenue from Contracts with Customers. Other income is recognised when it is probable that the
economic benefits will flow to the Group and the amount can be measured reliably.
Other income of £7.9 million (2024: £0.9 million) relates to profit of £3.9 million on the disposal of the JOBY brand (see note 3.5 “Disposal of net
assets and business”, cash received from US related Employee Retention Credit (“ERC”) claims of £2.1 million (2024: £nil million) to cover expenses
incurred during the COVID pandemic, litigation claims of £1.9 million received in cash (2024: £nil million), insurance claims of £nil million
(2024: £0.7 million), and rental income of £nil million (2024: £0.2 million).
Operating expenses
2025 2024
Notes £m £m
Analysis of operating expenses
Adjusting items in operating loss
1
38.5
66.3
Exclude non operating expenses included within adjusting items:
– Revenue
0.6
–
– Cost of sales
(5.4)
(1.0)
– Profit on disposal of net assets
3.5
3.9
–
– Operating expenses within adjusting items
37.6
65.3
– Other administrative expenses
46.4
52.0
Adjusting items and administrative expenses
84.0
117. 3
– Marketing, selling and distribution costs
31.1
38.9
– Research, development and engineering costs
19.0
21.5
Total operating expenses from continuing operations
134.1
177.7
1 In 2024, operating loss of £12.0 million relating to discontinued operations was included in adjusting items as a continuing operation. In 2025, this is reported within profit/(loss) for the year
from discontinued operations.
See note 2.2 “Adjusting items” and note 3.4 “Discontinued operations”.
2025 2024
Operating loss £m £m
The following items are included in total operating loss
Fees payable to the Company’s auditors for the audit of the Company’s financial statements
2.2
1.2
Fees payable to the Company’s auditors for:
–
The audit of the subsidiaries
0.3
1.2
–
Audit-related assurance services
–
0.3
–
Non-audit related assurance services
1
1.3
–
1 Charges of £1,350 relating to non-audit related assurance services were incurred in the comparative year ending 31 December 2024.
Section 2 continued
Results for the Year continued
Strategic Report Corporate Governance Financial Statements
103
2.2 Adjusting items
The Group presents APMs in addition to its statutory results. These are presented in accordance with the Guidelines on APMs issued by the
European Securities and Markets Authority (“ESMA”).
APMs used by the Group and, where relevant, a reconciliation to statutory measures are set out in the glossary to these financial statements
on pages 156 to 160. Adjusting items are described below along with more detail of the specific adjustment and the Group’s rationale for
the adjustment.
The Group’s key performance measures, such as adjusted operating profit/(loss), exclude adjusting items.
The following are the Group’s principal adjusting items when determining adjusting operating profit/(loss):
Amortisation of intangible assets that are acquired in a business combination:
Acquired intangible assets that are acquired in a business combination are measured at fair value, which takes into account the future cash flows
expected to be generated by the asset rather than past costs of development. Additionally, these include assets such as brands, know-how and
relationships which the Group would not normally recognise as assets outside of a business combination. The amortisation of the fair value of
acquired intangibles is not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Amortisation of capitalised development costs and purchased software:
On an ongoing basis, the Group capitalises development costs of intangible assets and the costs of purchasing software. These intangible assets are
recognised at cost and the amortisation of these costs are not included in adjusting expenses, and thereby included in adjusted operating profit/(loss).
Restructuring and other costs:
Restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the normal
operating costs of the business.
Impairment of assets:
Impairment of intangible assets:
Impairments to goodwill and acquired intangibles arise as a result of the estimated net present values of cash flows being lower than the carrying
value at year end.
Impairments to capitalised software costs arise as a result of no future economic inflow being attributed to the software costs.
These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Impairment of property, plant and equipment:
Impairment of property, plant and equipment resulted from the reduction in net book value to the asset’s estimated future cash flows, or assets
being classified as non-current assets held for sale, measured at the lower of the carrying amount and the expected fair value less costs to sell.
These impairments are not considered to be representative of the normal costs incurred by the business within the Group on an ongoing basis.
Impairment of inventory:
The impairment of inventory relates to a discontinuation of product lines which are significant in nature and not considered by the Group to be part
of the normal operating result of the business.
For discontinued operations, impairment of assets are included within profit/(loss) for the year from discontinued operations.
Acquisition related charges:
Retention bonuses agreed as part of the acquisition:
Under IFRS 3, most of the Group’s earnout charges and retention bonuses are treated as post combination remuneration, although the levels of
remuneration generally do not reflect market rates and do not get renewed as a salary (or other remuneration) might. The Group considers this to be
inconsistent with the economics reflected in the deals because other consideration for the acquisition is effectively included in goodwill rather than
in the Income Statement. Retention agreements are generally entered into with key management at the point of acquisition to help ensure an
efficient integration.
These charges and bonuses which are incurred as part of the acquisition are not considered to be representative of the normal costs incurred by the
business within the Group on an ongoing basis.
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104
Annual Report and Accounts 2025
Other adjusting items:
– profit/(loss) after tax from discontinued operations (see note 3.4 “Discontinued operations”);
– profit/(loss) on disposal of businesses (see note 3.5 “Disposal of businesses”);
– past service charges associated with defined benefit pensions, such as gender equalisation of guaranteed minimum pension (“GMP”) for
occupational schemes; and
– other significant initiatives not related to trading.
These are not considered by the Group to be part of the normal operating costs of the business.
In addition, the following are treated as adjusting items when considering post tax APMs:
– significant adjustments to current or deferred tax which have arisen in previous periods but are accounted for in the current period;
– the net effect of significant new tax legislation changes; and
– the current and deferred tax effects of adjusting items.
These are not considered by the Group to be part of the normal operating costs of the business.
2025
2024
1
£m £m
Continuing operations
Profit on disposal of net assets
2
3.9
–
Amortisation of intangible assets that are acquired in a business combination
(3.2)
(3.5)
Restructuring costs
3
(4.1)
(11.3)
Other adjusting items
4
(9.0)
–
Impairment of assets
5
(26.1)
(51.3)
Acquisition related charges
6
–
(0.2)
Adjusting items in operating loss from continuing operations
(38.5)
(66.3)
Section 2 continued
Results for the Year continued
1 On 9 April 2025, the Group sold its investment in the Amimon business, which was part of
the Creative Solutions Division, and classified it a discontinued operation. Accordingly, the
operating loss of £12.0 million of discontinued operations for the year ended 31 December
2024 has been reclassified from an adjusting item of continuing operations to profit/(loss)
of discontinued operations. See note 3.4 “Discontinued operations” and note 3.5 “Disposal
of net assets and business”.
2 On 3 September 2025, the Group sold its consumer orientated JOBY brand, which was
previously included in the Media Solutions Division, for a gross cash consideration of
$6.0 million (£5.2 million). The disposal supports Management’s strategy to focus on core
professional markets. A profit after tax of £3.9 million, reported as an adjusting item from
continuing operations, arose on disposal after taking into account assets disposed of
£1.1 million and £0.2 million of transaction costs.
Post disposal of the JOBY brand, management determined the triggering date for
impairment of the remaining inventory to be 31 October 2025, considering the buyer has
the ability to sell their products in the market. Accordingly, for the months of November
and December 2025, the associated gross loss on revenue amounting to £0.8 million and
the impairment of the remaining inventory and other fixed assets amounting to
£2.0 million and £0.2 million respectively, are treated as adjusting items.
3 Restructuring costs of £4.1 million (2024: £11.3 million) relate mainly to site rationalisation
and other restructuring activities, of which employee related charges are £3.8 million
(2024: £8.2 million), site rationalisation costs and corporate related initiatives £0.2 million
(2024: £1.6 million) and legal expenses of £0.1 million (2024: £1.0 million). As at
31 December 2025, there is a provision of £2.5 million in relation to restructuring activities.
See note 3.6 “Provisions”.
Several Group wide restructuring projects were commissioned in 2025, with the focus on
site rationalisation to increase capacity utilisation together with cost base realignment, to
recognise the lower level of order demand and in turn, revenue, the Group was experiencing.
The projects resulted in a number of employees leaving in 2025, for which costs are
recognised in 2025. Future employee related costs are recognised where an announcement
of restructuring activity in 2026 has been made prior to the end of 2025. There is an
expectation that there will be charges incurred in 2026 relating to these projects as the
restructuring activities complete. The following material projects were approved in 2025:
In the Media Solutions Division, total employee related charges amount to £2.0 million:
– The decision was made to transfer the assembly and manufacturing from the Ashby De
La Zouch site in the UK to Feltre in Italy. The announcement was made to employees in
May 2025, with the transfer planned to complete in 2026.
– An announcement to close the operations in Australia in December 2025 was made and
to transition to an external distribution model, utilising third party distributors.
– The operations in Asia saw the consolidation of locations, which resulted in employee
redundancies.
In the Production Solutions Division, total employee related charges amount to £1.5 million:
– The decision was made to transfer the assembly and manufacturing from the site in
Bury St Edmunds in the UK to Feltre in Italy. The announcement was made in 2025.
– There were redundancies announced at the Shelton site in the US in 2025.
In the Creative Solutions Division, total employee related charges amount to £0.3 million:
– There were redundancies announced in the US and UK, which resulted in employees
being made redundant in 2025.
4 In 2025, other adjusting items of £9.0 million (2024: £nil million) relate mainly to:
– the costs that were not directly attributed but related to the unsuccessful refinancing
initiative of the existing multicurrency revolving credit facility in the first half of 2025:
£5.4 million; and
– legal costs incurred to defend patent infringement cases: £1.0 million.
– the remaining amounts relate to other items that are accounted for as adjusting items
in line with the group accounting policy, but are individually not material to be disclosed.
None of these costs reflect the true trading nature of the group and meet the definition of
adjusting items as per the Group accounting policy.
5 In connection with the above restructuring activity and the sale of JOBY brand, an
assessment of the recoverability of assets was conducted across the Group. This resulted in
total impairment charges of £26.1 million (2024: £51.3 million), comprising acquired
intangible assets: £22.9 million (2024: £nil million), inventory: the net realisable value of
£2.1 million (2024: £0.1 million), land and buildings: £0.6 million (2024: £4.6 million), other
fixed assets: £0.5 million (2024: £0.6 million), and goodwill: £nil million
(2024: £46.0 million).
An impairment charge of £0.6 million (2024: £4.6 million) was made to land and buildings
following restructuring and site rationalisation projects announced within the Group, namely:
– £0.6 million (2024: £1.3 million) in the Media Solutions Division, relating to the site in Feltre.
Further impacts relate to the transfer of the assembly and manufacturing from the Ashby
De La Zouch site in the UK to Italy and announcement of close of operations in Australia;
– £nil million (2024: £3.0 million) in the Production Solutions Division following the
decision to transfer assembly and manufacturing from the Bury St Edmunds site to
other group facilities; and
– £nil million (£2024: £0.3 million) within Corporate costs following the exit of the
Richmond-upon-Thames office.
In 2024, a goodwill impairment charge of £46.0 million (£14.9 million Media Solutions CGU;
£31.1 million Production Solutions CGU) was made to the Consolidated Statement of Profit
and Loss.
6 In 2024, acquisition related charges of £0.2 million (Quasar: £0.1 million and Audix:
£0.1 million) were for retention bonuses relating to continued employment. There was no
such charge in 2025, and no further charges are expected in relation to these acquisitions.
Strategic Report Corporate Governance Financial Statements
105
2.3 Net finance expense
This note details the finance income and expense generated from the Group’s financial assets and liabilities.
Accounting policies
Net finance expense comprises:
– foreign exchange gains and losses on cash and external loans that are not net investment hedges;
– fair value gain/loss on interest rate swaps designated as cash flow hedges;
– interest expense on lease liabilities;
– interest expense on borrowings and deferred payments;
– interest receivable on funds paid on account or invested;
– unwind of discount on liabilities; and
– net interest expense on net defined benefit pension scheme.
Net finance expense
2025
2024
1
£m £m
Finance income
Net currency translation gains
–
2.5
Other interest income
2
0.6
0.6
Interest income on net defined benefit pension scheme
3
0.2
0.2
0.8
3.3
Finance expense
Interest expense on interest-bearing loans and borrowings
4
(15.5)
(10.1)
Fair value gain on interest rate swaps designated as cash flow hedges
–
1.6
Interest expense on net defined benefit pension scheme
3
(0.1)
(0.1)
Interest expense on lease liabilities
(1.3)
(1.5)
(16.9)
(10.1)
Net finance expense from continuing operations
(16.1)
(6.8)
Finance expense from discontinued operations
5
(0.3)
(0.1)
Net finance expense from continuing and discontinued operations
(16.4)
(6.9)
1 In 2024, finance expense of £0.1 million was reclassified from an adjusting charge of continuing operations, to profit/(loss) for the year from discontinued operations. This related to discount
unwinding on the provision for grant re-payments to the Israeli Innovation Authority (“IIA”) in Amimon, which was disposed on 9 April 2025.
2 Interest income mainly comprises £0.3 million (2024: £nil million) of interest received on the ERC claims, £nil million (2024: £0.2 million) relating to the EU State Aid investigation, and
£0.2 million (2024: £0.2 million) of bank interest received. See note 2.4 “Tax”.
3 See note 5.2 “Pensions”.
4 Interest expense on interest-bearing loans and borrowings of £15.5 million (2024: £10.1 million) relates to interest expense of £11.2 million (2024: £9.1 million) and loan fees of £4.3 million
(2024: £1.0 million).
5 Finance expense from discontinued operations of £0.3 million (2024: £0.1 million) relates to the unwinding of discount on the provision for grant re-payments to the Israeli Innovation Authority
(“IIA”) in Amimon. This is included within profit/(loss) for the year from discontinued operations. See note 3.4 “Discontinued operations”.
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Annual Report and Accounts 2025
2.4 Tax
This note sets out the tax accounting policies, the total tax charge or credit in the Profit or Loss, and tax assets and tax liabilities in the Balance
Sheet. This includes amounts relating to deferred tax.
Accounting policies
Income tax
The tax expense in the Profit or Loss represents the sum of current and deferred tax.
Current tax is the expected tax payable on the taxable income for the year, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided using the Balance Sheet liability method, providing for temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates substantively enacted at the Balance
Sheet date.
Deferred tax assets are recognised for all deductible temporary differences and carried forward unused tax credits and unused tax losses, to the
extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused
tax credits and unused tax losses, can be utilised.
The carrying amount of deferred income tax assets is reviewed at each Balance Sheet date and increased or reduced to the extent of the probable
level of taxable profit that would be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax liabilities are not recognised for the following temporary differences:
– goodwill not deductible for tax purposes or the initial recognition of an asset or liability in a transaction that is not a business combination and,
at the time of the transaction, affects neither the accounting profit nor the taxable profit or loss; and
– differences relating to investments in subsidiaries to the extent that the timing of the reversal is controlled by the Company and they will probably
not reverse in the foreseeable future.
Tax – Profit or Loss
2025 2024
£m £m
The total taxation charge/(credit) in the Profit or Loss is analysed as follows:
Current tax
1.7
(0.7)
Deferred tax
0.1
44.3
Total tax
1.8
43.6
Split as follows:
Continuing operations
1.7
44.1
Discontinued operations
0.1
(0.5)
Total tax
1.8
43.6
Before adjusting items in continuing operations
(2.7)
(8.1)
Adjusting items in continuing operations
1
4.4
52.2
Discontinued operations
0.1
(0.5)
Total tax
1.8
43.6
1 Total tax charge on adjusting items in continuing operations recognised in the year comprises current tax credit of £6.2 million (2024: £4.1 million credit) and deferred tax debit of £10.6 million
(2024: £56.3 million debit).
The current tax credit of £6.2 million (2024: £4.1 million credit) on adjusting items comprises £4.2 million credit (2024: £4.1 million credit) in relation to restructuring and integration costs, and
£2.0 million charge (2024: £nil million) to other adjusting items.
The deferred tax debit of £10.6 million (2024: £56.3 million debit) on adjusting items comprises £10.6 million (2024: £62.6 million) in relation to deferred tax assets derecognised in the year, £nil
million (2024: £0.2 million credit) to restructuring and impairment costs, £nil million (2024: £0.2 million credit) to acquisitions, and £nil million (2024: £5.9 million credit) to amortisation and
impairment of intangible assets. Further details on deferred tax assets are below.
Section 2 continued
Results for the Year continued
Strategic Report Corporate Governance Financial Statements
107
2025 2024
£m £m
Current tax charge/(credit)
Charge/(credit) for the year
1.4
(0.2)
Adjustments in respect of prior years
0.3
(0.5)
Total current tax charge/(credit)
1.7
(0.7)
The Group current tax charge of £1.7 million (2024: £0.7 million credit) represents UK current tax charge of £nil million (2024: £0.6 million charge)
and £1.7 million charge (2024: £1.3 million credit) relating to overseas tax.
2025 2024
£m £m
Deferred tax charge/(credit)
Origination and reversal of temporary differences
0.4
44.9
Adjustments in respect of prior years
(0.3)
(0.6)
Total deferred tax charge
0.1
44.3
The Group deferred tax charge of £0.1 million (2024: £44.3 million) represents US deferred tax charge of £nil million (2024: £42.8 million), UK
deferred tax credit of £0.7 million (2024: £0.6 million credit) with £0.8 million charge (2024: £2.1 million) relating to non-US overseas tax.
2025 2024
£m £m
Tax charge/(credit) recognised in Statement of Changes in Equity (“SOCIE”)
Deferred tax recognised in SOCIE
2
(0.2)
(0.9)
(0.2)
(0.9)
2 A deferred tax credit of £0.2 million (2024: £0.9 million credit) relating to £0.1 million (2024: £0.9 million) impact of cashflow hedges and £0.1 million (2024: £nil million) on actuarial pension
movements, has been reflected in the SOCIE.
Reconciliation of Group tax charge
2025 2024
£m £m
Loss before tax from continuing operations
(70.0)
(91.3)
Loss before tax from discontinued operations
3.2
(12.1)
Loss before tax
(66.8)
(103.4)
Income tax using the domestic corporation tax rate at 25.0% (2024: 25.0%)
(16.7)
(25.9)
Effect of tax rates in foreign jurisdictions
(6.0)
1.5
Beneficial tax rates and incentives
3
(0.1)
(0.6)
Non-deductible expenses
2.6
2.2
Non-taxable income and incentives
(0.3)
(0.4)
Impairment of goodwill and intangible assets
–
5.9
Other – including movement on assessment of tax risks
0.6
(0.6)
Unrecognised deferred tax asset
4
21.6
62.6
Adjustments in respect of prior years
0.1
(1.1)
Total income tax charge/(credit) in Profit or Loss
1.8
43.6
3 The beneficial tax rates and incentives of £0.1 million credit (2024: £0.6 million credit) relate to the incentive tax rate in Costa Rica.
4 Deferred tax assets have mostly been unrecognised. See section 1 “Basis of preparation” for details on going concern.
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Annual Report and Accounts 2025
Tax – Balance Sheet
Current tax
The current tax liability of £4.9 million (2024: £6.6 million) represents the amount of income taxes payable in respect of current and prior periods,
including a provision in relation to uncertain tax positions. The current tax asset of £2.0 million (2024: £8.9 million), which previously included the
£3.3 million receivable relating to the EU State Aid), mainly relates to income tax receivable in the UK and Italy, and in relation to uncertain tax
positions.
The international tax environment has received increased attention and seen rapid change over recent years, both at a US and European level, and by
international bodies such as the Organisation for Economic Co-operation and Development (“OECD”). In light of this, the Group has been monitoring
developments and continues to engage transparently with the tax authorities in countries where the Group operates, to ensure that the Group
manages its tax arrangements on a sustainable basis.
As for most multinationals, the current tax environment is creating increased levels of uncertainty and the Group is potentially subject to tax audits
in many jurisdictions. By their nature these are often complex and could take a significant period of time to be agreed with the tax authorities. The
Group estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities of tax returns are completed. These
estimates include management judgements about the position expected to be taken by each tax authority, primarily in respect of transfer pricing as
well as in respect of financing arrangements and tax credits and incentives.
Management estimates of the level of risk arising from tax audit may change in the next year as a result of changes in legislation or tax authority
practice or correspondence with tax authorities during a specific tax audit. It is not possible to quantify the impact that such future developments
may have on the Group’s tax positions. Actual outcomes and settlements may differ significantly from the estimates recorded in these consolidated
financial statements.
EU State Aid investigation
On 8 April 2025, HMRC made a refund payment to the group of £3.3 million, which includes interest of £0.3 million.
Section 2 continued
Results for the Year continued
Strategic Report Corporate Governance Financial Statements
109
Deferred tax assets and liabilities
Recognised
in goodwill Transfer
Recognised and Exchange between
2025 in income reserves movements categories 2024
£m £m £m £m £m £m
Assets
Inventories
1.1
(0.8)
–
–
–
1.9
Tax losses
–
(0.9)
–
–
–
0.9
Property, plant, equipment and other
0.5
(0.1)
–
0.1
–
0.5
Lease liability
2.0
(0.4)
–
0.1
–
2.3
3.6
(2.2)
–
0.2
–
5.6
Liabilities
Property, plant, equipment and other
–
1.0
0.1
–
–
(1.1)
Pension
(0.9)
–
0.1
–
–
(1.0)
Intangible assets
(0.4)
(0.1)
–
0.1
–
(0.4)
Right-of-use assets
(1.5)
0.9
–
0.1
–
(2.5)
(2.8)
1.8
0.2
0.2
–
(5.0)
Net
0.8
(0.4)
0.2
0.4
–
0.6
Recognised
in goodwill Transfer
Recognised and Exchange between
2024 in income reserves movements categories 2023
£m £m £m £m £m £m
Assets
Inventories
1.9
0.6
–
–
(1.0)
2.3
Intangible assets
–
(2.1)
–
–
0.2
1.9
Tax losses
0.9
(35.8)
–
(0.1)
–
36.8
Property, plant, equipment and other
0.5
(9.5)
–
(0.1)
1.0
9.1
Lease liability
2.3
(2.9)
–
(0.1)
–
5.3
5.6
(49.7)
–
(0.3)
0.2
55.4
Liabilities
Property, plant, equipment and other
(1.1)
0.5
0.9
–
–
(2.5)
Pension
(1.0)
–
–
–
–
(1.0)
Intangible assets
(0.4)
2.4
–
–
(0.2)
(2.6)
Right-of-use assets
(2.5)
2.5
–
0.1
–
(5.1)
(5.0)
4.5
0.9
0.1
(0.2)
(11.2)
Net
0.6
(44.3)
0.9
(0.2)
–
44.2
After offsetting deferred tax assets and liabilities that relate to taxes levied by the same taxation authority on the same taxable fiscal unit, the net
deferred tax asset of £0.8 million as at 31 December 2025 comprised deferred tax asset of £3.6 million and deferred tax liabilities of £2.8 million as
reported on the Balance Sheet.
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Annual Report and Accounts 2025
The table below shows deferred tax on losses.
Gross Tax Gross Tax
2025 2025 2024 2024
£m £m £m £m
Recognised
–
–
3.6
0.9
Unrecognised
291.3
73.1
260.8
61.0
Total
291.3
73.1
264.4
61.9
No taxes have been provided for liabilities which may arise on the distribution of unremitted earnings of subsidiaries on the basis of control, except
where distributions of such profits are planned. As dividends remitted from overseas subsidiaries to the UK should be exempt from additional UK
tax, no significant tax charges would be expected.
Deferred tax
Deferred tax assets are recognised to the extent it is probable that future taxable profit will be available against which the unused tax losses,
unused tax credits and deductible temporary differences can be utilised in the relevant jurisdictions. As of 31 December 2025, the Group has
recognised deferred tax assets of £3.6 million (2024: £5.6 million).
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the asset to be recovered.
The Group has applied a consistent approach to previous years and based on the forecasts of taxable profit in relation to the Group’s ability to utilise
the unused tax losses and deductible temporary differences. At 31 December 2025, the Group believes that £3.6 million of deferred tax assets are
recoverable within a reasonably foreseeable timeframe.
The deferred tax asset increase of £0.2 million (2024: £0.9 million increase) recognised in the SOCIE, comprises £0.1 million (2024: £0.9 million)
deferred tax on financial instruments, and £0.1 million to deferred tax on pension actuarial movements.
Section 2 continued
Results for the Year continued
Strategic Report Corporate Governance Financial Statements
111
2.5 Earnings per share
Earnings per share (“EPS”) is the amount of post-tax profit/(loss) attributable to each share.
Basic EPS is calculated on the profit/(loss) for the year divided by the weighted average number of ordinary shares in issue during the year.
Diluted EPS is calculated on the profit for the year divided by the weighted average number of ordinary shares in issue during the year, but
adjusted for the effects of dilutive share options. The key features of share option contracts are described in note 5.3 “Share-based payments”.
A negative basic EPS is not adjusted for the effects of dilutive share options.
The adjusted EPS measure is calculated based on adjusted profit/(loss) and is used by Management to set performance targets for employee
incentives and to assess performance of the businesses.
The calculation of basic, diluted and adjusted EPS is set out below:
2025 2024
£m £m
Loss for the financial year from continuing operations
(71.7)
(135.4)
Add back adjusting items:
Profit on disposal of business, net of tax
(3.9)
–
Amortisation of intangible assets that are acquired in a business combination, net of tax
3.2
3.0
Restructuring costs, net of tax
(0.2)
7.1
Other adjusting items, net of tax
7.1
–
Impairment of assets, net of tax
26.1
45.7
Acquisition related charges, net of tax
–
0.2
Deferred tax asset derecognised
10.6
62.5
Add back adjusting items from continuing operations, all net of tax:
42.9
118.5
Adjusted loss after tax from continuing operations
(28.8)
(16.9)
Loss after tax for the financial year from:
Continuing operations
(71.7)
(135.4)
Discontinued operations
3.1
(11.6)
Loss for the financial year
(68.6)
(147.0)
Adjusted loss after tax for the financial year from:
Continuing operations
(28.8)
(16.9)
Discontinued operations
–
–
Adjusted loss after tax for the financial year
(28.8)
(16.9)
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Weighted average number
of shares ’000
Adjusted earnings per share
Earnings per share
2025 2024 2025 2024 2025 2024
Number Number pounds pounds pounds pounds
From continuing operations
1
Basic
3
504
472
(57.2)
(35.8)
(142.3)
(287.1)
Dilutive ordinary shares
2
2
–
–
–
–
Diluted
506
474
(57.2)
(35.8)
(142.3)
(287.1)
From discontinued operations
2
Basic
3
504
472
–
–
6.2
(24.6)
Dilutive ordinary shares
2
2
–
–
–
–
Diluted
506
474
–
–
6.1
(24.6)
From total operations
1
Basic
3
504
472
(57.2)
(35.8)
(136.1)
(311.7)
Dilutive ordinary shares
2
2
–
–
–
–
Diluted
506
474
(57.2)
(35.8)
(136.1)
(311.7)
1 2,000 (2024: 2,000) potential ordinary shares are antidilutive for both adjusted earnings per share and statutory earnings per share.
2 Nil (2024: 2,000) potential ordinary shares are antidilutive for statutory earnings per share.
3 In conjunction with the issue of equity on 30 March 2026, a capital reorganisation comprising the Sub-division and the Consolidation of existing equity shares occurred. Each Existing Ordinary
Share of 20 pence nominal value was sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value. Immediately
following the above, every 200 Intermediate Shares of 0.005 pence nominal were consolidated into 1 Consolidated Share of 1 pence nominal value. See note 5.7 “Subsequent events”.
Accordingly, as per IAS 33 “Earnings per share”, the calculation of basic earnings per share for both years, 2024 and 2025, has been adjusted retrospectively, to reflect the change in the number
of shares.
Had the capital reorganisation of 30 March 2026 not happened, the weighted average number of basic ordinary shares would have been 100,773,407 (2024: 94,322.592). The adjusted earnings
per share from continuing operations would have been (28.6) pence (2024: (17.9) pence) while the statutory earnings per share would have been (71.1) pence (2024: (143.5) pence). The adjusted
earnings per share from total operations would have been (28.6) pence (2024: (17.9) pence) while the statutory earnings per share would have been (68.1) pence (2024: (155.8) pence).
Section 2 continued
Results for the Year continued
Strategic Report Corporate Governance Financial Statements
113
This section shows the assets and liabilities used to generate the Group’s trading performance. Liabilities relating to the Group’s financing
activities are addressed in Section 4. Current tax and deferred tax assets and liabilities are shown in note 2.4 “Tax”.
On the following pages, there are disclosures covering the following:
3.1 Intangible assets
3.2 Property, plant and equipment
3.3 Working capital
3.4 Discontinued operations
3.5 Disposal of net assets and business
3.6 Provisions
3.7 Leases
3.1 Intangible assets
This shows the non-physical assets used by the Group to generate revenues and profits. These assets include the following :
– Goodwill
– Acquired intangible assets
– Software
– Capitalised development costs
Accounting policies
Goodwill
The goodwill recognised by the Group has all arisen as a result of acquisitions and is stated at cost less any accumulated impairment losses. Goodwill
is allocated on acquisition to CGUs, or groups of CGUs, assessed to be the three segments of the Group, that are anticipated to benefit from the
combination. It is not subject to amortisation but is tested annually for impairment. Impairment is determined by assessing the recoverable amount
of the cash generating unit to which the goodwill relates. This estimate of recoverable amount is determined at each Balance Sheet date.
The estimate of recoverable amount requires significant assumptions to be made and is based on a number of factors such as the near-term
business outlook for the segment, including both its operating profit and operating cash flow performance. Where the recoverable amount of the
cash generating unit is less than the carrying amount, an impairment loss is recognised. Impairment losses on goodwill are not reversed.
All acquisitions are accounted for by applying the acquisition method. Goodwill on these acquisitions represents the excess of the fair value of the
acquisition consideration over the fair value of the identifiable net assets acquired, all measured at the acquisition date. Subsequent adjustments to
the fair values of net assets acquired can be made within 12 months of the acquisition date where original fair values were determined provisionally.
These adjustments are accounted for from the date of acquisition.
Other intangible assets
Acquired intangible assets
Other intangible assets acquired as part of a business combination are shown at fair value at the date of acquisition less accumulated amortisation
at the rates indicated below:
Brand 3 to 20 years
Customer relationships 3 to 10 years
Technology 3 to 20 years
Software
The cost of acquiring software (including associated implementation and development costs where applicable) is classified as an intangible asset.
Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are assessed
as likely to generate economic benefits exceeding costs beyond one year, are also capitalised and recognised as intangible assets. Costs associated
with maintaining computer software programs are recognised as an expense as incurred. Software expenditure is amortised over its estimated
useful life of between three to five years, and is stated at cost less accumulated amortisation and impairment losses.
Capitalised development costs
Research and development costs are charged to the Statement of Profit or Loss in the year in which they are incurred unless development
expenditure meets the criteria for capitalisation. Once detailed and strict criteria have been met that confirm that the product or process is both
technically and commercially feasible and the Group has sufficient resources to complete the product, any further expenditure incurred on the
project is capitalised. The capitalised expenditure includes the cost of materials, direct labour and an appropriate portion of overheads. Capitalised
expenditure is amortised over the life of the product, and is stated at cost less accumulated amortisation and impairment losses.
The significant judgements relate to the future forecasts of revenue. Impairments to capitalised development costs were made where the revenue
and profit did not support the balance and not illustrating future economic benefits to support the balance.
Section 3
Operating Assets and Liabilities
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Annual Report and Accounts 2025
Impairment tests for CGUs or groups of CGUs containing goodwill
Subsequent to the exercise to identify individual impaired assets, in accordance with the requirements of IAS 36 “Impairment of Assets”, goodwill is
allocated to the CGU groups, assessed to be the three segments of the Group, which are expected to benefit from the combination and are
identified by the way goodwill is monitored for impairment. The Group’s total consolidated goodwill of £46.5 million at 31 December 2025
(£49.2 million at 31 December 2024) is allocated to: Media Solutions: £36.1 million (2024: £38.1 million); Creative Solutions: £10.4 million
(2024: £11.1 million); and Production Solutions: £nil million (2024: £nil million). Goodwill allocated to each segment is assessed for impairment
annually and whenever there is a specific indicator of impairment.
As part of the annual impairment test review, the recoverable value of the CGU has been assessed with reference to the higher of fair value less
costs of disposal and the value in use (“VIU”) methodology, which is then compared to the carrying value of the net assets within the CGU. The VIU
was performed over a projected period of five years together with a terminal value. This reflects the projected cash flows of each segment based on
the actual operating results, the most recent Board approved budget, the strategy, and Management projections. As part of determining the value
in use of each CGU group and carrying value of long-term assets, Management has considered the potential impact of climate change on the
business performance over the next five years, and the terminal growth rates. While there is considerable uncertainty relating to the longer term
and quantifying the impact on a range of outcomes, Management considers that environmental related incremental costs are expected to have a
minimal impact; the Group has already implemented strategies to mitigate this impact.
Recognising that there are extreme but unlikely scenarios, the Group considers that while exposed to physical risks associated with climate change
(such as flooding, heatwaves, sea level rises and increased precipitation), the estimated impact of these on the Group is not deemed material when
determining the value in use of each CGU group and carrying value of associated long-term assets. In addition, the Group is exposed to transitional
risks which might arise, for example, from government policy, customer expectations, material costs and increased stakeholder concern. The
transitional risks could result in financial impacts such as higher environmentally focused levies (e.g. carbon pricing) and increased material costs.
While the Group is exposed to the potential financial impacts associated with transitional risks after expected mitigating actions, these are not
deemed to have a significant impact on the value in use of each CGU group, determination of available headroom and carrying value of associated
long-term assets.
The key assumptions on which the value in use calculations are based relate to (i) Business performance over the next five years; (ii) Terminal growth
rates beyond 2030; and (iii) Discount rates applied.
(i) Business performance over the next five years – Forecast sales growth rates are based on past experience and take into account current and
future market conditions and opportunities, and strategic decisions made in respect of each CGU group. Operating profits are forecast based
on historical experience of operating margins adjusted for the impact of changes in product costs, cost-saving initiatives already implemented
or committed to at the balance sheet date and new product launches. Cash conversion is the ratio of operating cash flow to operating profit.
Management forecasts the cash conversion rate based on historical experience.
(ii) Terminal growth rates beyond 2030 – These are based on Management’s assessment of the outlook for overall market growth with Creative
Solutions, Media Solutions and Production Solutions broadly similar to long-term world GDP growth at 2.3% (2024: 2.0% for Creative Solutions,
Media Solutions and Production Solutions).
(iii) Discount rates applied – The post-tax discount rates were measured based on the interest rate of 30-year government bonds issued in the
relevant market, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the
CGU group. The post-tax discount rates and the equivalent pre-tax discount rates applied to discount the post-tax cash flows were as follows:
Post tax discount rate
Equivalent pre-tax discount rate
CGU
2025
2024
2025
2024
Media Solutions
12%
12%
15%
15%
Production Solutions
12%
12%
15%
14%
Creative Solutions
12%
12%
15%
15%
Outcome of the impairment review
The Group performed an impairment assessment as at 31 December 2025. Management concluded that there remained sufficient headroom in the
Media Solutions CGU and Creative Solutions CGU, and therefore no impairment was recognised for these CGUs (2024: goodwill impairment charge
of £14.9 million and £nil million respectively). However, in relation to the Production Solutions CGU, the assessment identified an impairment of
£3.3 million. As the goodwill attributable to this CGU was fully written down in 2024, the 2025 assessment focused on the remaining assets within
the CGU, following which the impairment was allocated to other fixed assets. See Note 3.2 “Property, plant and equipment”. A detailed review was
undertaken to ensure that no impairment was allocated to assets whose recoverable amount exceeded their net book value.
Other sensitivities
The Group performed sensitivity analysis for all CGUs. This included considering changes to the discount rates, terminal growth rates, terminal cash
conversion rates and historical performance versus budget previously achieved. The sensitivity analysis indicated a reduction in the level of
underlying cash flows which the business can generate could have a significant reduction on the level of headroom on the goodwill impairment
assessment. For VMS and VCS these were considered as stress tests such that further sensitivity analysis over discount rates and long-term growth
rates was not necessary. For VPS, given the goodwill in the CGU was already impaired in 2024, further sensitivity analysis over these assumptions is
disclosed which would change the impairment as follows:
Scenario 1 (+/-50bps)
Scenario 2 (+/-100bps)
Discount rate
(£1.5 million)/£1.6 million
(£2.8 million)/£3.4 million
Terminal growth rate
£1.1 million/(£1.0 million)
£2.4 million/(£2.0 million)
Terminal cash conversion rate
£0.2 million/(£0.2 million)
£0.5 million/(£0.5 million)
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
115
Intangible assets
Acquired Capitalised
intangible development
Total Goodwill assets Software costs
£m £m £m £m £m
Cost
At 1 January 2024
269.0
95.2
98.1
19.9
55.8
Add back disposal group previously held for sale
1
19.1
–
–
–
19.1
Currency translation adjustments
1.2
0.6
1.3
(0.7)
–
Additions
7.6
–
–
0.3
7.3
Disposals
(1.6)
–
–
(0.9)
(0.7)
At 31 December 2024 and 1 January 2025
295.3
95.8
99.4
18.6
81.5
Currency translation adjustments
(10.7)
(3.7)
(5.6)
0.6
(2.0)
Additions
4.9
–
–
–
4.9
Disposals
(21.2)
–
(1.9)
–
(19.3)
At 31 December 2025
268.3
92.1
91.9
19.2
65.1
Accumulated amortisation and impairment losses
At 1 January 2024
116.4
0.4
65.2
17.5
33.3
Add back disposal group previously held for sale
1
13.6
–
–
–
13.6
Currency translation adjustments
0.5
0.2
0.8
(0.6)
0.1
Amortisation in the year
11.6
–
3.5
0.7
7.4
Impairment losses in the year
2
55.1
46.0
–
0.9
8.2
Disposals
(1.6)
–
–
(0.9)
(0.7)
At 31 December 2024 and 1 January 2025
195.6
46.6
69.5
17.6
61.9
Currency translation adjustments
(6.3)
(1.0)
(4.1)
0.5
(1.7)
Amortisation in the year
9.7
–
3.2
0.3
6.2
Impairment losses in the year
2
25.3
–
22.9
0.1
2.3
Disposals
(20.2)
–
(1.1)
–
(19.1)
At 31 December 2025
204.1
45.6
90.4
18.5
49.6
Carrying amounts
At 1 January 2024
152.6
94.8
32.9
2.4
22.5
At 31 December 2024 and 1 January 2025
99.7
49.2
29.9
1.0
19.6
At 31 December 2025
64.2
46.5
1.5
0.7
15.5
There were no capital commitments at 31 December 2025 nor at 31 December 2024 for which no provision has been made in the accounts.
Amortisation of intangible assets of £9.7 million (2024: £11.6 million) and impairment losses of £25.3 million (2024: £55.1 million) are included within
operating expenses.
1 Net capitalised development costs of £5.5 million (cost: £19.1 million, depreciation: £13.6 million), relating to the disposal group held for sale in the Creative Solutions Division in 2023, were
reclassified in December 2024 from discontinued to continuing operations. See note 3.4 “Discontinued operations” and note 3.5 “Profit on disposal of net assets and business”.
2 Impairment losses of £25.3 million (2024: £55.1 million) comprise the following:
– There is no goodwill impairment in the year ending 31 December 2025. Goodwill impairment losses of £46.0 million in the year ending 31 December 2024 comprised £14.9 million relating to
the Media Solutions CGU and £31.1 million relating to the Production Solutions CGU.
– The acquired intangibles impairment review identified an internal indicator of impairment during the year. Following this assessment, Management concluded that the acquired intangible
assets be fully impaired, resulting in an impairment charge of £22.9 million (2024: £nil million). The review considered the performance of the underlying assets against the key assumptions
applied at the time of acquisition, including forecast revenue. These assumptions underpin the original valuation of the acquired intangibles and therefore determine whether their carrying
amounts remain supportable.
– Software impairment losses of £0.1 million (2024: £0.9 million) relate to Media Solutions Division: £0.1 million (2024: £0.4 million) and Creative Solutions Division: £nil million
(2024: £0.5 million).
– Capitalised development impairment losses of £2.3 million (2024: £8.2 million) relate to Media Solutions Division: £0.1 million (2024: £1.7 million), Production Solutions Division: £2.2 million
(2024: £0.6 million) and Creative Solutions Division: £nil million (2024: £5.9 million of which £4.7 million related to Amimon). The impairment losses arise due to carrying net book value not
being supported by future forecasts or abandoning of projects.
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Annual Report and Accounts 2025
3.2 Property, plant and equipment
This shows the physical assets used by the Group to generate revenues and profits. These assets include the following:
– Land and buildings
– Plant, machinery and vehicles
– Equipment, fixtures and fittings
Accounting policies
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Rental assets are recorded as plant and
machinery. Right-of-use assets under lease contracts are included within property, plant and equipment. See note 3.7 “Leases”.
Depreciation
Depreciation is charged on a straight-line basis over their estimated useful economical lives of the assets. The annual depreciation charge is sensitive
to the estimated useful life of each asset and expected residual value at the end of its life. The major categories of property, plant and equipment
are depreciated as follows:
Freehold land
not depreciated
Freehold buildings
up to 50 years
Leasehold improvements
shorter of estimated useful life or remaining period of the lease
Plant and machinery
4 to 10 years
Motor vehicles
3 to 4 years
Equipment, fixtures and fittings
3 to 10 years
Rental assets
3 to 6 years
Impairment of assets
Property, plant and equipment that is subject to depreciation is reviewed for impairment when events or changes in circumstances indicate that the
carrying amount may not be recoverable. Indicators of impairment may include changes in technology and market conditions.
The impact of climate change on useful economic lives of property, plant and equipment is not deemed to be significant.
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
117
Property, plant and equipment
Plant,
machinery Equipment,
Land and and fixtures and
Total buildings vehicles fittings
£m £m £m £m
Cost
At 1 January 2024
187.5
82.2
94.4
10.9
Add back disposal group previously held for sale
1
2.5
1.4
1.0
0.1
Currency translation adjustments
(3.7)
(1.0)
(2.5)
(0.2)
Transfers between categories
–
–
(0.2)
0.2
Additions
12.2
4.2
7.4
0.6
Disposals
(12.3)
(4.7)
(5.0)
(2.6)
At 31 December 2024 and 1 January 2025
186.2
82.1
95.1
9.0
Currency translation adjustments
1.2
(0.8)
2.0
–
Transfers between asset categories
0.3
–
0.3
–
Additions
11.7
4.4
6.9
0.4
Disposals
(15.7)
(8.6)
(5.3)
(1.8)
At 31 December 2025
183.7
77.1
99.0
7.6
Accumulated depreciation
At 1 January 2024
131.1
45.6
77.8
7.7
Add back disposal group previously held for sale
1
1.4
1.0
0.3
0.1
Currency translation adjustment
(3.1)
(0.7)
(2.2)
(0.2)
Transfers between categories
–
(0.1)
–
0.1
Depreciation charge in the year
13.2
6.0
6.1
1.1
Impairment losses in the year
2
6.0
5.2
0.6
0.2
Disposals
(11.0)
(3.7)
(4.7)
(2.6)
At 31 December 2024 and 1 January 2025
137.6
53.3
77.9
6.4
Currency translation adjustment
1.8
(0.1)
1.8
0.1
Transfers between asset categories
0.3
–
0.3
–
Depreciation charge in the year
12.2
5.9
5.4
0.9
Impairment losses in the year
2
4.4
1.4
2.6
0.4
Disposals
(11.6)
(4.8)
(5.0)
(1.8)
At 31 December 2025
144.7
55.7
83.0
6.0
Carrying amounts
At 1 January 2024
56.4
36.6
16.6
3.2
At 31 December 2024 and 1 January 2025
48.6
28.8
17.2
2.6
At 31 December 2025
39.0
21.4
16.0
1.6
1 Net property, plant and equipment of £1.1 million (Cost: £2.5 million, Depreciation: £1.4 million), relating to the disposal group held for sale in the Creative Solutions Division in 2023, were
reclassified in December 2024 from discontinued to held for continuing operations. See note 3.4 “Discontinued operations”.
2 In 2025, an impairment loss of £4.4 million was recognised in property, plant and equipment. Out of the £4.4 million, £3.3 million impairment resulted following the goodwill impairment review
mentioned in note 3.1 “ Intangible assets”. This impairment relates to the Production Solutions CGU and was allocated to land and buildings £0.9 million, plant, machinery and vehicles
£2.0 million, and Equipment, fixtures and fittings £0.4 million. The remaining impairment loss of £1.1 million relates to the restructuring activities in the Media Solutions Division (£0.9 million)
and Production Solutions Division (£0.2 million). The impairment in the Media Solutions Division arose due to restructuring activities during the year.
In 2024, property, plant and equipment impairment losses of £6.0 million related mainly to the restructuring activities around the Group. Impairment losses of £5.2 million to land and buildings
comprise Productions Solutions Division: £3.0 million, Media Solutions Division: £1.3 million, Amimon: £0.6 million, and Corporate: £0.3 million. Impairment losses of £0.6 million to plant,
machinery and vehicles related to Amimon.
See 2.2 “Adjusting items”.
Plant, machinery and vehicles includes equipment rental assets with an original cost of £14.5 million (2024: £13.7 million) and accumulated
depreciation of £10.9 million (2024: £10.0 million).
There were capital commitments of £0.5 million at 31 December 2025 (2024: £nil million) for which no provision has been made in the accounts.
Depreciation is included within the operating expenses and cost of sales within the Consolidated Statement of Profit or Loss.
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Annual Report and Accounts 2025
3.3 Working capital
Working capital represents the assets and liabilities the Group generates through its trading activities. These include inventories, trade and
other receivables, and trade and other payables.
Careful management of working capital is vital as it ensures that the Group can meet its trading and financing obligations within its ordinary
operating cycle.
Accounting policies
Inventories
Inventories and work in progress are carried at the lower of cost and net realisable value. Inventory acquired as part of business combinations is
initially measured at fair value. Cost represents direct costs incurred and, where appropriate, production or conversion costs and other costs to bring
the inventory to its existing location and condition. In the case of manufacturing inventory and work in progress, cost includes an appropriate share
of production overheads based on normal operating capacity. Inventory is accounted for on an average cost method. Net realisable value is the
estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. Provisions for inventories are
recognised when the book value exceeds their net realisable value.
In the ordinary course of business, judgement is applied to assess the level of provisions required to write down slow-moving, excess and obsolete
inventory to its net realisable value.
Contract assets and receivables
Trade receivables and contract assets are recognised initially at fair value, and subsequently at amortised cost using the effective interest rate
method, less provision for impairment.
A receivable is recognised when performance obligations are satisfied as this is the point in time that the consideration is unconditional because only
the passage of time is required before the payment is due.
The Group applies the IFRS 9 simplified approach to measure expected credit losses which uses a lifetime expected loss allowance for all trade
receivables and contract assets. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared
credit risk characteristics and the number of days past due. The expected loss rates are based on payment profiles of sales over a preceding
36-month period based on past experience and the corresponding historical credit losses experienced within this period. When appropriate, the
historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the
customers to settle the receivables where a trend exists.
Trade receivables 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
an extended period.
Amounts recoverable on contracts are included in contract assets and represent revenue recognised in excess of payments on account.
Prepayments represent payments made in advance of the receipt of goods or services and are recognised as current assets in the statement of
financial position. Prepayments are initially recognised at cost and subsequently expensed to the statement of profit or loss on a systematic basis
over the period to which the related goods or services are consumed, in accordance with the accruals principle under IAS 1 Presentation of Financial
Statements.
Other receivables comprise non-trade amounts due to the Group, including accrued income, recoverable taxes, deposits and other miscellaneous
receivables. Other receivables are initially recognised at fair value and subsequently measured at amortised cost, less any allowance for expected
credit losses, in accordance with IFRS 9 Financial Instruments. Other receivables are classified as current or non-current based on their expected
realisation within the Group’s normal operating cycle.
Factoring of trade receivables
Trade receivables are derecognised through schemes with a financial institution, where the counterparty assumes the risk of non-payment by the
customer. The transfer is on a limited recourse basis in which there is no obligation to the factor for non-payment by a customer and substantially
all risks and rewards have been transferred.
Derecognition occurs when cash is received from the financial institution (less reverse factoring discount).
On 3 December 2025, the factoring facility was repaid by buyer payments and closed. At 31 December 2024, the amount of receivables factored was
£8.3 million.
Contract liabilities and payables
Trade payables are generally recognised at the value of the invoice received from a supplier.
When customer payments are received in advance and the amount of consideration exceeds the revenue recognised, a contract liability is recognised
in the Balance Sheet.
Accruals are a liability where a cost has been incurred but an invoice is yet to have been received. This includes, but is not limited to, utilities, travel,
audit, freight duty and taxes.
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
119
Inventories
2025 2024
£m £m
Raw materials and components
22.5
26.5
Work in progress
7.1
7.6
Finished goods
30.2
48.4
Total inventories, net of impairment provisions
59.8
82.5
Inventories recognised as an expense during the year ended 31 December 2025 amounted to £156.0 million (2024: £188.4 million) for continuing
operations, and £0.1 million (2024: £0.7 million) for discontinued operations. These were included in cost of sales.
Inventory of £59.8 million (2024: £82.5 million) is stated net of impairment provisions of £39.9 million (2024: £43.5 million). During the year,
£3.0 million (2024: £15.3 million) was recognised as an expense resulting from the impairment and write-down of inventory. A reversal of £5.1 million
(2024: £0.5 million) was recognised as a reduction of the amount of inventory recognised as an expense. Foreign exchange on translation amounted
to a reduction in provision of £1.5 million (2024: £nil million).
Inventory impairment provisions of £39.9 million (2024: £43.5 million) comprise raw materials: £18.0 million (2024: £16.9 million), work in progress:
£1.7 million (2024: £1.6 million), and finished goods: £20.2 million (2024: £25.0 million).
The key estimates relating to the inventory provision include: consideration of supply chain and their lead times, future selling price, anticipated
future sales of products over particular time periods, the susceptibility of the underlying product to obsolescence and current year trading
performance. The anticipated level of future sales is determined primarily based on actual sales over a specified historic reference period of six to 24
months, which is determined by Management and is deemed appropriate to the type of inventory.
The inventory provision calculation is based on a standard Group policy which is reviewed in detail. The £3.5 million (2024: £14.8 million increase) year
on year decrease was mainly driven by the Group performance and related level of expected sales for specific inventory. A movement of 10% within
the determination of the inventory provision would result in a £4.0 million (2024: £4.4 million) movement.
Trade and other receivables
2025 2024
£m £m
Current receivables
Trade receivables, net of impairment provisions
33.4
27.8
Recoverable VAT
1.5
2.0
Other receivables
7.1
4.3
Right to returned goods
0.1
0.1
Prepayments
4.3
4.5
Total current receivables
46.4
38.7
Non-current receivables
Other receivables
1
1.2
4.5
Total receivables – continuing operations
47.6
43.2
1 As at 31 December 2024, in relation to Savage which was acquired in 2021, the Group had recognised a provision of £1.7 million for a tax-related contingent liability which was not in the scope of
IAS 12 “Income Taxes”, and a Pay As You Earn (“PAYE”) liability of £1.2 million. Other receivables included an amount of £2.9 million recoverable by the Group under the escrow and indemnity
arrangement with the vendors of Savage. The statute of limitations ended in July 2025 and both the provision and the PAYE liability totalling £2.9 million were released. The corresponding
receivable included in trade and other receivables was also released at the same time.
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Annual Report and Accounts 2025
2025 2024
£m £m
Gross trade receivables – ageing
2
Not yet due
25.9
23.6
1-30 days
5.4
3.4
31-60 days
1.7
1.7
61-90 days
0.6
0.7
Over 90 days
3.0
2.9
Gross trade receivables
36.6
32.3
2 Days overdue are measured from the date an invoice was due to be paid.
Total
£m
Impairment provisions against trade receivables
Balance at 1 January 2025
4.5
Net increase during the year
0.2
Utilised during the year
(1.4)
Currency translation adjustments
(0.1)
Balance at 31 December 2025
3.2
Trade and other payables
2025 2024
£m £m
Current trade and other payables
Trade payables
20.1
21.7
Other tax and social security costs
3.1
3.6
Expected refunds to customers
1.0
1.3
Accruals
13.3
12.1
Other creditors
3
4.6
5.0
Total current trade and other payables
42.1
43.7
Non-current payables
Other non-trade payables
0.8
0.8
Total trade and other payables
42.9
44.5
3 Other creditors mainly relate to employee benefits of £4.6 million (2024: £5.0 million).
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
121
3.4 Discontinued operations
Syrp
On 31 December 2023, the Syrp business, which was part of the Media Solutions Division, was abandoned and the business wound down in 2024.
Amimon
In December 2024, the decision was made to no longer proceed with the disposal of Amimon, part of the Creative Solutions Division, as no credible
offers were received at the time. Amimon, therefore, no longer met the IFRS 5 “Non-current Assets Held for Sale and Discontinued Operations”
definition of a disposal group held for sale as at 31 December 2024, and as a result, was reclassified from held for sale and discontinued operations,
to continuing operations in 2024, where its results were disclosed as an adjusting item.
Subsequently, on 9 April 2025 the Group sold its investment in the Amimon business, which rendered Amimon a discontinued business. Hence,
2024 comparatives have been reclassified from that of continuing operations to that of discontinued operations. See note 3.5 “Disposal of net
assets and business”.
The tables below shows the results of the discontinued operations which are included within profit/(loss) for the year from discontinued operations
in the Consolidated Statement of Profit or Loss and in the Consolidated Statement of Cash Flows. The 2024 comparative loss after tax of
£11.6 million has been re-classified from that of continuing operations to that of discontinued operations.
2025 2024
a) Income Statement – discontinued operations
Notes
£m £m
Revenue
2.1
0.5
2.9
Cost of sales
(0.1)
(0.7)
Operating expenses
(1.7)
(14.2)
Operating loss
(1.3)
(12.0)
Finance expense – unwinding of discount on the Israeli Innovation Authority (“IIA”) grant
(0.3)
(0.1)
Loss before tax
(1.6)
(12.1)
Taxation
(0.1)
0.5
Loss after tax from discontinued operations
(1.7)
(11.6)
Profit on disposal of discontinued operation after tax
4.8
–
Profit/(loss) after tax from discontinued operations attributable to owners of parent
3.1
(11.6)
b) Statement of Cash Flows – discontinued operations
2025 2024
£m £m
Net cash used in operating activities
(3.9)
(4.1)
Net cash used in investing activities
(0.5)
(0.1)
Net cash used in financing activities
(0.1)
(0.3)
Net cash used in discontinued operations
(4.5)
(4.5)
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3.5 Disposal of net assets and business
On 9 April 2025, the Group sold its investment in the Amimon business, which was previously included in the Creative Solutions Division. Disposal of
the Amimon business is classified as a discontinued operation due to it being a separate major line of business and is part of a single co-ordinated
plan to dispose. The gross cash consideration was $3.3 million (£2.6 million), of which $1.0 million (£0.8 million) was for the sale of shares, and
$2.3 million (£1.8 million) for entering into an agreement with Teradek LLC, also part of the Creative Solutions Division, to grant Amimon a licence to
use certain intellectual property. In assessing the substance of the two arrangements over the legal form, it was determined to treat the total
consideration of $3.3 million as the proceeds of disposal. A profit after tax from discontinued operations of £4.8 million arose on disposal after
taking into account net assets disposed of £0.1 million (inclusive of £0.5 million of cash), £0.1 million transaction costs, and the previously recorded
foreign exchange gain of £2.4 million that has been recycled to the Consolidated Statement of Profit or Loss, within the profit on disposal of
business. Tax is £nil million on this profit on disposal. The disposal enables Management to place greater focus on opportunities in Creative Solutions
Division’s core cine activities.
On 3 September 2025, the Group sold its consumer orientated JOBY brand, which was previously included in the Media Solutions Division, for a gross
cash consideration of $6.0 million (£5.2 million). A profit after tax of £3.9 million, reported as an adjusting item from continuing operations, arose on
disposal after taking into account assets disposed of £1.1 million and £0.2 million transaction costs. Tax is £nil million on this profit on disposal. The
sale is not a discontinued operation as JOBY is not considered a major line of business. The disposal supports Management’s strategy to focus on
core professional markets.
Post disposal of the JOBY brand, management determined the triggering date for impairment of the remaining inventory to be 31 October 2025.
Accordingly, for the months of November and December 2025, the associated gross loss on revenue amounting to £0.8 million and the impairment of
the remaining inventory and other fixed assets amounting to £2.0 million and £0.2 million respectively, are treated as adjusting items.
A summary of the gain on disposal is set out below.
Continuing Discontinued
operations operations
– disposal of – disposal of
net assets business
Total JOBY Amimon
Summary of profit on disposal of net assets/business 2025 2025 2025
Consideration received, satisfied in cash
7.8
5.2
2.6
Cash disposed
(0.5)
–
(0.5)
Net cash inflow
7.3
5.2
2.1
Add (net assets)/net liabilities disposed
1
(0.7)
(1.1)
0.4
Foreign exchange gain recycled within the profit on disposal
2.4
–
2.4
Profit on disposal of business before transaction costs, after tax
9.0
4.1
4.9
Transaction costs
(0.3)
(0.2)
(0.1)
Profit on disposal of net assets/business, after tax
8.7
3.9
4.8
1
Net assets/(liabilities) disposed
Brand names and brand intellectual property rights
1.0
1.0
–
Plant and machinery
0.1
0.1
–
Inventories
1.6
–
1.6
Trade and other receivables
1.0
–
1.0
Trade and other payables
(2.6)
–
(2.6)
Lease liabilities
(0.4)
–
(0.4)
Net assets/(liabilities) disposed
0.7
1.1
(0.4)
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
123
3.6 Provisions
A provision is recognised by the Group where an obligation exists, relating to events in the past, and it is probable that an outflow of economic
benefits will be required to settle it.
Accounting policies
Provisions
Provisions are recognised in the Balance Sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle it. If the effect is material, provisions are determined by discounting the
expected future cash flows at an appropriate discount rate.
Provisions for warranties, based on historical warranty data, are recognised when the underlying products or services are sold.
Obligations arising from restructuring plans are recognised when detailed formal plans have been established and the restructuring has either
commenced or has been announced.
Tax-
related Grant
Total Warranty Restructuring provisions repayment Other
£m £m £m £m £m £m
At 1 January 2025
11.9
1.5
6.7
1.8
1.4
0.5
Provisions made during the year
4.4
0.2
4.0
–
–
0.2
Provisions utilised during the year
(10.3)
(0.6)
(8.3)
–
(1.3)
(0.1)
Provisions reversed during the year
(1.8)
(0.1)
–
(1.7)
–
–
Currency translation adjustments
(0.1)
–
0.1
(0.1)
(0.1)
–
At 31 December 2025
4.1
1.0
2.5
–
–
0.6
Current
3.7
0.9
2.5
–
–
0.3
Non-current
0.4
0.1
–
–
–
0.3
4.1
1.0
2.5
–
–
0.6
Warranty provisions
Warranties over the Group’s products typically cover periods of between one and five years. The provision represents Management’s best estimate
of the Group’s liability based on past experience.
Restructuring
The restructuring provision is expected to be utilised during 2026. These include provisions in relation to redundancy and other costs, see note 2.2
“Adjusting items”.
Tax-related provisions
In relation to Savage, which was acquired in 2021, the Group recognised a provision of £1.7 million as at 31 December 2024 for a tax-related
contingent liability which was not in the scope of IAS 12 “Income Taxes”. The statute of limitations ended in July 2025 and both the provision
and the corresponding receivable included in trade and other receivables were released.
Grant repayment
A provision as at 31 December 2024 of £1.4 million in Amimon related to grant re-payments to the Israeli Innovation Authority (“IIA”). The amounts
repayable were based on royalties from future sales of the products that were developed using the grant fund. A full payment of £1.3 million was
made in March 2025, and a currency translation adjustment of £0.1 million.
Other
Other provisions of £0.6 million relate to potential dilapidation costs on the termination of leases on occupied property that the Group has entered into.
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Annual Report and Accounts 2025
3.7 Leases
This note provides information in relation to leases when the Group is a lessee. The Group does not have any material leases where it acts
as a lessor.
Accounting policies
Leases
Each lease is recognised as a right-of-use asset with a corresponding liability at the date at which the leased asset is available for use by the Group.
Assets and liabilities arising from a lease are initially measured on a present value basis. Interest expense is charged to the Consolidated Statement
of Profit or Loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability. The right-of-use
asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis.
For the Group, lease payments generally comprise the following:
– fixed payments, less any lease incentives receivable;
– variable payments that are based on an index or rate; and
– payments to be made under extension options which are reasonably certain to be exercised.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing
rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic
environment with similar terms and conditions. Generally, the interest rate implicit in the lease is not readily determinable, as such the incremental
borrowing rate is used to discount future lease payments.
Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, and lease payments made
at or before the commencement date less any lease incentives received, any initial direct costs and restoration costs.
When an adjustment to lease payments based on an index takes effect, the liability is remeasured with a corresponding adjustment to the right-of-
use asset.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the Consolidated
Statement of Profit or Loss.
The Group’s leasing activities
The Group enters into leases of land and buildings in relation to offices, warehouses and factory premises around the world. In addition, the Group
leases plant, machinery and vehicles, as well as other equipment.
Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any additional covenants. Several of
the Group’s contracts include indexation adjustments to lease payments in future periods which are not reflected in the measurement of the lease
liabilities at 31 December 2025.
Many of the contracts entered into by the Group include extension or termination options which provide the Group with additional operational
flexibility. If the Group considers it reasonably certain that an extension option will be exercised or a termination option not exercised, the additional
period is included in the lease term. Generally, extension options are not included in the lease term for plant, machinery and vehicles, and equipment,
fixtures and fittings. Most options in respect of land and buildings are not included in the calculation of the lease term.
During 2025, the financial effect of revising lease terms arising from the effect of exercising extension and termination options was a decrease of
£0.9 million (2024: £0.6 million) in the recognised lease liabilities.
As at 31 December 2025, potential future cash outflows of £5.2 million (2024: £8.9 million) (undiscounted) have not been included in the lease liability
because it is not reasonably certain that the leases will be extended (or not terminated).
A maturity analysis of lease liabilities is included in note 4.2 “Financial instruments”.
Section 3 continued
Operating Assets and Liabilities continued
Strategic Report Corporate Governance Financial Statements
125
Right-of-use assets
Leasehold Plant, Equipment,
land and machinery fixtures and
Total buildings and vehicles fittings
£m £m £m £m
Cost
At 1 January 2024
60.5
58.3
1.7
0.5
Currency translation adjustments
(0.4)
(0.4)
–
–
Additions
4.3
3.5
0.8
–
Termination of leases
(4.6)
(4.4)
(0.2)
–
Disposals
(0.5)
(0.3)
(0.2)
–
At 31 December 2024 and 1 January 2025
59.3
56.7
2.1
0.5
Currency translation adjustments
(1.4)
(1.4)
–
–
Additions
4.5
4.1
0.4
–
Termination of leases
(8.3)
(7.4)
(0.7)
(0.2)
Disposals
(1.2)
(1.0)
(0.2)
–
At 31 December 2025
52.9
51.0
1.6
0.3
Accumulated depreciation
At 1 January 2024
28.0
27.0
0.8
0.2
Currency translation adjustment
(0.4)
(0.3)
(0.1)
–
Depreciation charge in the year
6.0
5.3
0.6
0.1
Impairment losses in the year
4.5
4.4
0.1
–
Depreciation on termination of lease
(3.6)
(3.4)
(0.2)
–
Disposals
(0.5)
(0.3)
(0.2)
–
At 31 December 2024 and 1 January 2025
34.0
32.7
1.0
0.3
Currency translation adjustments
(0.7)
(0.7)
–
–
Depreciation charge in the year
5.8
5.1
0.6
0.1
Impairment losses in the year
0.5
0.5
–
–
Depreciation on termination of lease
(4.5)
(3.7)
(0.6)
(0.2)
Disposals
(1.2)
(1.0)
(0.2)
–
At 31 December 2025
33.9
32.9
0.8
0.2
Carrying amounts
At 1 January 2024
32.5
31.3
0.9
0.3
At 31 December 2024 and 1 January 2025
25.3
24.0
1.1
0.2
At 31 December 2025
19.0
18.1
0.8
0.1
Total cash outflow for leases is £7.8 million (2024: £7.6 million) of which £6.5 million (2024: £6.1 million) relates to principal lease repayments and
£1.3 million (2024: £1.5 million) to interest.
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Annual Report and Accounts 2025
This section outlines the Group’s capital structure. The Group defines its capital structure as its equity and non-current interest-bearing loans
and borrowings, and aims to manage this to safeguard its ability to continue as a going concern, so that it can continue to provide returns to
shareholders and benefits for other stakeholders. The Group manages its capital and makes adjustments to it in light of changes in economic
conditions and the risk characteristics of the underlying assets. In order to maintain or adjust its capital structure, it may return capital to
shareholders, through dividends and share buybacks, issue new shares or sell assets to reduce debt. The Group considers its dividend policy
at least twice a year ahead of announcing results in the context of its ability to continue as a going concern and deliver its business plan.
The Group focuses on leverage, credit ratings and interest cost, particularly when considering investment.
On the following pages there are disclosures concerning the following:
4.1 Net debt
4.2 Financial instruments
4.3 Share capital and reserves
4.1 Net debt
The Group’s net debt comprises the following:
– Cash and cash equivalents (cash on hand and demand deposits at banks)
– Bank overdrafts that are payable on demand
– Interest-bearing loans and borrowings
– Lease liabilities
Accounting policies
Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet represents cash on hand and at banks.
Cash and cash equivalents in the Statement of Cash Flows includes bank overdrafts that are repayable on demand and form an integral part
of the Group’s cash management.
Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition,
these transaction costs are recognised in the Statement of Profit or Loss over the term of the related borrowings.
Lease liabilities
See note 3.7 “Leases” .
Section 4
Capital Structure
Strategic Report Corporate Governance Financial Statements
127
Analysis of net debt
The table below analyses the Group’s components of net debt and their movements in the period:
Interest- Liabilities
bearing from Cash
loans and financing and cash
borrowings
1
Leases sub-total
equivalents
2
Total
£m £m £m £m £m
Opening at 1 January 2024
(99.2)
(34.0)
(133.2)
4.7
(128.5)
Add back disposal group previously held for sale
3
–
(0.3)
(0.3)
–
(0.3)
Other cash flows
–
–
–
(0.4)
(0.4)
Repayments
231.1
6.1
237.2
(237.2)
–
Borrowings
(244.7)
–
(244.7)
244.7
–
Leases entered into during the year
–
(4.4)
(4.4)
–
(4.4)
Leases – early termination
–
0.8
0.8
–
0.8
Fees incurred
1.2
–
1.2
–
1.2
Amortisation of fees
(0.6)
–
(0.6)
–
(0.6)
Foreign currency
(2.2)
0.3
(1.9)
1.1
(0.8)
Closing at 31 December 2024 and opening at 1 January 2025
(114.4)
(31.5)
(145.9)
12.9
(133.0)
Other cash flows
–
–
–
(12.5)
(12.5)
Business disposal
4
–
0.4
0.4
(0.5)
(0.1)
Repayments
5
13.0
6.5
19.5
(19.5)
–
Borrowings
(30.3)
–
(30.3)
30.3
–
Leases entered into during the year
–
(4.5)
(4.5)
–
(4.5)
Leases – early termination
–
3.2
3.2
–
3.2
Fees incurred
6.9
–
6.9
–
6.9
Amortisation of fees
(3.9)
–
(3.9)
–
(3.9)
Foreign currency
0.6
0.7
1.3
0.3
1.6
Closing at 31 December 2025
(128.1)
(25.2)
(153.3)
11.0
(142.3)
1 Interest bearing loans and borrowings include unamortised fees and transaction costs of £4.3 million (2024: £1.3 million).
2 Cash and cash equivalents include bank overdrafts of £nil million (2024: £44.4 million).
3 Lease liability of £0.3 million relating to the disposal group held for sale in the Creative Solutions Division in 2023 was reclassified in December 2024 from discontinued to continuing operations.
See note 3.4 “Discontinued operations”.
4 See note 3.5 “Disposal of net assets and business”.
5 Total cash outflow for leases is £7.8 million (2024: £7.6 million) of which £6.5 million (2024: £6.1 million) relates to principal lease repayments and £1.3 million (2024: £1.5 million) to interest.
On 31 December 2025, the Group had a £146.1 million Revolving Credit Facility (“RCF”) from four syndicate banks. This facility was reduced from
£150.0 million following the receipt of the JOBY disposal proceeds in 2025. The RCF was capped at £135.1 million, of which 98% was utilised by the
Group as at 31 December 2025.
Subsequent to the end of 2024 the reset December covenant tests were met and both the February and March covenants tests waived. On 28 April
the Group successfully negotiated amended covenants (“the Amended Covenants”) through to the end of the facility in August 2026. Leverage and
interest cover was to be tested only for December 2025, March 2026 and June 2026 with, at each test date, leverage (net debt:EBITDA) to be no
higher than 6x and interest cover (EBITA:net interest) of at least 1x.
A trailing last twelve-month (“LTM”) EBITDA covenant applied for two quarters, with LTM EBITDA to be at least £5 million at the end of June 2025
and at least £6 million at the end of September 2025. This was subsequently amended to LTM EBITDA of at least £10 million at the end of October
2025. In addition, throughout the remaining term of the RCF, a weekly tested minimum liquidity covenant will be in place, starting at £7.5 million,
before falling to £5 million from 1 September 2025. Minimum liquidity has been defined as cash at bank, net of overdrafts, plus available undrawn
RCF up to the cap of £139 million, after which lender consent is required. The Amended Covenants were conditional on the Company raising at least
£6 million in net proceeds from a fully underwritten share placing. These and previous amendments to the RCF also precluded the Board from
declaring a dividend and restricted factoring to £15 million. On 15 September 2025, Springing Security was granted to the Lenders, with Videndum
Group Limited a single point of enforcement.
Both the June and September 2025 LTM EBITDA covenants were met and all weekly minimum liquidity covenant tests have also been met
throughout 2025. The October and December 2025 tests were waived.
On 30 March 2026, the Group completed refinancing its debt (“existing RCF”). The new Group facilities total £60.0 million:
– A three-year £31.5 million Senior Term Loan (tranche A);
– a two-year £13.5 million Senior Term Loan (tranche B); and
– a new three-year £15.0 million Super Senior Revolving Credit Facility.
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Annual Report and Accounts 2025
From 31 March 2026 to 31 March 2028 monthly minimum liquidity¹ (defined as cash at bank, net of overdrafts, plus available undrawn RCF), is to be
£5.0 million. From 31 March 2028 to 31 March 2029 the net leverage and interest covenants are set as follows:
The covenants associated with the new debt are:
Net debt: EBITA:net
EBITDA interest
Test date not higher than not lower than
March 2028
4.75x
1.25x
June 2028
4.50x
1.50x
September 2028
4.25x
1.75x
December 2028 onwards
4.25x
2.00x
1 Minimum liquidity tested monthly, looking back 3 weeks prior and the following 13 weeks.
See section 1 “Basis of preparation” for updates in relation to amended covenants and borrowing facilities.
In January 2021, the Group received a €0.7 million (£0.6 million) fixed rate loan from the Italian Government in response to COVID-19. The loan
amortises bi-annually from June 2024 and will be fully repaid by December 2027. As at 31 December 2025, the outstanding balance was €0.5 million;
£0.5 million, and at 31 December 2024, €0.5 million; £0.4 million.
In July 2025, the group received an additional €0.2 million (£0.2 million) fixed rate loan from the Italian Government. No amount was received in
2024. The loan amortises bi-annually from August 2027 and will be fully repaid by February 2031. As at 31 December 2025, the outstanding balance
was €0.2 million (£0.2 million). On 25 January 2024, the group entered into a new operating cash pooling arrangement with HSBC which caused a
change in presentation under IAS 32, accordingly the balances as at 31 December 2024 were presented gross. Under the new arrangement, the
offset was allowed for net overdraft utilisation and interest calculation purposes. On 31 October 2025 the cash pool arrangement and overdraft
with HSBC was cancelled. The Group’s net cash position as at 31 December 2025 is £11.0 million (31 December 2024: £12.9 million).
4.2 Financial instruments
This note provides details on:
– Financial risk management
– Derivative financial instruments
– Fair value hierarchy
– Interest rate profile
– Maturity profile of financial liabilities
Financial risk management
The Group’s multinational operations and debt financing expose it to a variety of financial risks. In the course of its business, the Group is
exposed to foreign currency risk, interest rate risk, liquidity risk and credit risk.
Financial risk management is an integral part of the way the Group is managed. Financial risk management policies are set by the Board of
Directors. These policies are implemented by a central treasury department that has formal procedures to manage foreign currency risk,
interest rate risk and liquidity risk, including, where appropriate, the use of derivative financial instruments. The Group has clearly defined
authority and approval limits built into these procedures.
Foreign currency risk
Foreign currency risk arises both where sale or purchase transactions are undertaken in currencies other than the respective functional currencies
of Group companies (transactional exposures) and where the results of overseas companies are consolidated into the Group’s reporting currency
of Sterling (translational exposures).
Transactions and balances
The Group has businesses that operate around the world and accordingly record their results in a number of different functional currencies. Some
of these operations also have some customers or suppliers that transact in a foreign currency. Foreign currency transactions are usually translated
into the functional currency using the exchange rates at the dates of the transactions. For practical reasons, if exchange rates do not fluctuate
significantly, a rate that approximates the actual rate at the date of the transaction may be used for all transactions in each foreign currency
occurring during that period. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of
monetary assets and liabilities denominated in foreign currencies at year-end exchange rates, are generally recognised in profit or loss. They are
deferred in the translation reserve within equity and OCI if they relate to qualifying net investment hedges or are attributable to part of the net
investment in a foreign operation.
The Group manages its transactional exposures to foreign currency risks through the use of forward exchange contracts including the US Dollar,
Euro and Japanese Yen. Forward exchange contracts are used to hedge the Group’s forecasted foreign currency exposure in respect of forecast cash
transactions for the following 12 months. Forward exchange contracts may also be used to hedge a proportion of the forecast cash transactions
for the following 13 to 24 months. The forward exchange contracts currently have maturities of less than two years at the Balance Sheet date.
The Group ensures that its net exposure to foreign denominated cash balances is kept to an acceptable level by buying or selling foreign currencies
at spot rates when necessary to address short-term imbalances. In addition, the Group manages the denomination of surplus cash balances across
the overseas subsidiaries to allow natural hedging where effective in any particular country.
Section 4 continued
Capital Structure continued
Strategic Report Corporate Governance Financial Statements
129
Translation to presentation currency
The Group’s results, which are reported in Sterling, are exposed to changes in foreign currency exchange rates across a number of different
currencies with the most significant exposures relating to the US Dollar (“USD”) and Euro (“EUR”). The Group is exposed to the underlying
translational movements which remain outside the control of the Group.
The Group’s translational exposures to foreign currency risks relate to both the translation of income and expenses and net assets of overseas
subsidiaries which are converted into Sterling on consolidation. The Group does not seek to hedge the translational exposure that arises from the
translation of income and expenses which arises from changes in the exchange rates of the US Dollar, Euro and Japanese Yen against Sterling.
However, the Group does finance overseas investments partly through the use of foreign currency borrowings in order to provide a net investment
hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries.
Sensitivities
It is estimated that the Group’s adjusted operating loss from continuing operations for the year ended 31 December 2025 would have increased/
decreased by approximately £0.3 million (2024: £1.4 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately
£1.5 million (2024: £0.2 million) from a ten cent stronger/weaker Euro against Sterling. This reflects the impact of the sensitivities to the
translational exposures and to the proportion of the transactional exposures that are not hedged.
It is estimated that the statutory operating loss from continuing and discontinued operations for the year ended 31 December 2025 would have
increased/decreased by £2.7 million (2024: £1.3 million) from a ten cent stronger/weaker US Dollar against Sterling and by approximately £1.5 million
(2024: £0.1 million) from a ten cent stronger/weaker Euro against Sterling.
Interest rate risk
Interest rate risk comprises the interest cash flow risk that results from borrowing at variable rates.
The Group is exposed to cash flow interest rate risk arising from long-term borrowings bearing variable risk-free interest rates. The Group policy is to
maintain between 25% and 75% of its borrowings at fixed rate when leverage is forecast to be above 1:1 for more than 12 months. At 31 December
2025, the Group’s variable interest rate borrowings were mainly denominated in Sterling and US Dollars, with 0% of the Group’s floating rate debt
fixed due to the ongoing refinancing discussions throughout 2025.
The borrowings are periodically contractually repriced which exposes the Group to the risk of future changes in market interest rates.
For the year ended 31 December 2025, it is estimated that a general increase of 1% in interest rates would decrease the Group’s profit before tax by
approximately £1.2 million (2024: £0.5 million) and a general decrease of 1% in interest rates would increase the Group’s profit before tax by
approximately £1.2 million (2024: £0.5 million).
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
On 31 December 2025, the Group had a £146.1 million Revolving Credit Facility (“RCF”) from four syndicate banks. This facility was reduced from
£150.0 million following the receipt of the JOBY disposal proceeds in 2025. The RCF was capped at £135.1 million, of which 98% was utilised by the
Group as at 31 December 2025.
The €15 million (£12.5 million) receivable factoring facility was cancelled in December 2025 (Utilisation 31 December 2024: €10.1 million (£8.3 million).
See note 3.3 “Working capital”, and for details on refinancing, see Section 1 “Basis of preparation – going concern”
Credit risk
Credit risk arises because a counterparty may fail to meet its obligations. The Group is exposed to credit risk on financial assets such as trade
receivables, cash balances and derivative financial instruments. The Group’s maximum exposure to credit risk is represented by the carrying amount
of each financial asset, including derivative financial instruments, in the Group Balance Sheet.
a) Trade receivables
The Group’s credit risk is primarily attributable to its trade receivables. Trade receivables are subject to credit limits, and control and approval
procedures in the operating companies. At the Balance Sheet date, two (2024: two) of the Group’s largest customers, which have a high credit
rating, accounts for 26% (2024: 30%) of the gross outstanding trade receivables which represents a concentration of credit risk.
b) Cash balances and derivative financial instruments
Credit risk associated with cash balances is managed by transacting with a number of major financial institutions worldwide and periodically
reviewing their creditworthiness. 97% (2024: 88%) of the Group’s cash and cash equivalents are held in counterparties with a credit rating of A-
or above; 0% (2024: 11%) with credit ratings between BBB+ and BBB-; with the remaining 3% (2024: 1%) held at banks with credit ratings of BB+
or lower. Transactions involving derivative financial instruments are managed centrally. These are only with banks that are part of the Group’s
multi-currency RCF and all of which have strong credit ratings between BBB+ and A+. Accordingly, the Group’s associated credit risk is limited.
The Group has no significant concentration of credit risk.
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Equity risk
Equity risk arises where the variability in interest rates affect the underlying derivative valuations of the hedged interest rate swaps and variability
in exchange rates affect the re-translation of the debt that is put in to the foreign currency translation reserve through net investment hedging. The
effects of these variabilities are not material.
Derivative financial instruments
This is a summary of the derivative financial instruments that the Group holds and uses to manage transactional exposure. The value of these
derivatives changes over time in response to underlying variables such as interest and exchange rates. They are carried in the Balance Sheet at
fair value.
The fair value of forward exchange contracts is determined by estimating the market value of that contract at the reporting date. Derivatives
with a positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their
contracted maturity dates.
The fair value of interest rate swaps are determined by estimating the market value of that swap at the reporting date. Derivatives with a
positive fair value are recorded as assets and negative fair values as liabilities, and presented as current or non-current based on their
contracted maturity dates.
Contracts with derivative counterparties are based on ISDA Master Agreements. Under the terms of these arrangements, only in certain
situations will the net amounts owing/receivable to a single counterparty be considered outstanding. The Group does not have the present legal
ability to set-off these amounts and so they are not offset in the Balance Sheet. Of the derivative assets and derivative liabilities recognised in
the Balance Sheet, an amount of £0.1 million (2024: £0.3 million) would be set-off under enforceable master netting agreements.
Accounting policies
Financial assets classification and measurement
The Group classifies its financial instruments depending on the business model for managing the financial assets and their contractual cash flows.
Trade receivables and contract assets are measured at amortised cost while derivatives are measured at fair value through Profit or Loss unless
designated in a qualifying hedging relationship.
Derivative financial instruments
In accordance with Board-approved policies, the Group uses derivative financial instruments such as forward foreign exchange contracts and
interest rate swaps to hedge its exposure to fluctuations in foreign exchange rates and interest rates arising from operational activities. The Group
does not hold or use derivative financial instruments for trading or speculative purposes.
Cash flow hedge accounting
Cash flow hedges are used to hedge the variability in cash flows of highly probable forecast transactions caused by changes in foreign currency
exchange rates and interest rates.
Where a derivative financial instrument is designated in a cash flow hedge relationship with a highly probable forecast transaction, the effective
part of any change in fair value arising is deferred in the cash flow hedging reserve within equity, via the Statement of Comprehensive Income.
The gain or loss relating to the ineffective part is recognised in the Profit or Loss within net finance expense. Amounts deferred in the cash flow
hedging reserve are reclassified to the Profit or Loss in the periods when the hedged item is recognised in the Profit or Loss.
If a hedging instrument expires or is sold but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point
remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected
to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the Profit or Loss.
If a derivative financial instrument is not formally designated in a cash flow hedge relationship, any change in fair value is recognised in the Profit
or Loss.
Section 4 continued
Capital Structure continued
Strategic Report Corporate Governance Financial Statements
131
Forward exchange contracts
For hedges of foreign currency sales, the Group enters into hedge relationships where the critical terms of the hedging instrument match exactly
with the terms of the hedged item and the Group designates the forward exchange rate as the hedged risk. The Group therefore performs a
qualitative assessment of effectiveness. In hedges of foreign currency sales, ineffectiveness may arise if the timing of the forecast transaction
changes from what was originally estimated, or if there are changes in the credit risk of the Group or the derivative counterparty.
The following table shows the nominal value of the forward exchange contracts in place at the Balance Sheet date. These contracts mature
in the next 24 months, therefore the cash flows and resulting effect on profit and loss are expected to occur within the next 24 months.
As at As at
31 December Average 31 December Average
2025 exchange rate 2024 exchange rate
Currency (millions) of contracts (millions) of contracts
Cash flow hedging contracts (buy/sell)
GBP/USD forward exchange contracts
USD
–
–
4.1
1.22
EUR/USD forward exchange contracts
USD
5.0
1.20
10.0
1.08
GBP/EUR forward exchange contracts
EUR
26.2
1.14
6.4
1.12
GBP/JPY forward exchange contracts
JPY
224.5
209.6
177.6
167.7
EUR/JPY forward exchange contracts
JPY
127.6
172.7
410.0
149.9
A net gain of £1.0 million (2024: £3.0 million gain) relating to forward exchange contracts was reclassified to the Profit or Loss, to match the
crystallisation of the hedged forecast cash flows which affect the Profit or Loss, within revenue.
The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income and
the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated
Statement of Comprehensive Income are included in revenue for foreign currency forward exchange contracts.
The table below provides further information on the Group’s forward contracts.
2025 2024
£m £m
Forward exchange contracts asset
0.1
0.7
Forward exchange contracts liability
(0.1)
(0.3)
Recognised in OCI
0.6
0.9
Reclassified from OCI to the Profit or Loss
(1.0)
(3.0)
Maturity dates
January 2026 to December 2026
January 2023 to December 2025
Hedge ratio
1:1
1.1
Change in value of hedging instruments since 1 January
0.6
0.9
Change in value of the hedged item used to determine hedge effectiveness
(0.6)
(0.9)
Interest rate swaps
The Group enters into interest rate swaps that have the same critical terms as the hedged item, such as reference rate, reset dates, payment dates,
maturities and notional amount. As all critical terms matched during the year, there is an economic relationship.
The following table shows the interest rate swap contracts in place at the Balance Sheet date. The interest is payable quarterly on 31 March,
30 June, 30 September and 31 December.
Nominal Nominal
amounts as at Weighted amounts as at
31 December average 31 December
Currency 2025
fixed rate
1
Maturity 2024
Interest rate swap contracts
GBP Interest rate swaps float (SONIA) to fix
1
GBP
–
1.01%
Jan 25
37.0
1 In addition to these fixed rates, the margin relating to the interest swapped of the underlying RCF or term loans continues to apply.
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As at 31 December 2025, no swaps were in place following the maturity of the £37.0 million swap (31 December 2024: £37.0 million) .
Hedge ineffectiveness for interest rate swaps is assessed using the same principles as for hedges of foreign currency sales. It may occur due to:
– changes in credit risk on the interest rate swaps which is not matched by the loan; and
– differences in critical terms between the interest rate swaps and loans.
There was no recognised ineffectiveness during 2025 in relation to the interest rate swaps.
The gain or loss relating to the effective portion of the interest rate swaps that are hedging variable rate borrowings is recognised in the Profit
or Loss within net finance expense at the same time as the interest expense on the hedged borrowings.
For interest rate swaps hedging interest rate risk on term loans, the notional amount of interest rate swaps decreases in line with the repayments
of the hedged borrowings.
For interest rate swaps on other borrowings, the notional amounts are consistent over the term of the hedging relationship.
The balances and movements into and out of the cash flow hedging reserve are shown in the Consolidated Statement of Comprehensive Income
and the Consolidated Statement of Changes in Equity respectively. Amounts reclassified from the cash flow hedging reserve to the Consolidated
Statement of Comprehensive Income are included in net finance expense for interest rate swaps.
The table below provides further information on the Group’s interest rate swaps
2025 2024
£m £m
Interest rate swaps asset
–
1.0
Recognised in OCI
–
0.3
Reclassified from OCI to the Profit or Loss
(0.1)
(1.6)
During the period ended 31 December 2025 a net gain of £0.1 million (2024: £1.6 million) relating to
interest rate swaps was reclassified to the Profit or Loss, to match the crystallisation of the hedged
forecast cash flows which affects the Profit or Loss. January 2025 to January 2024 to
Maturity dates January 2026 January 2025
Hedge ratio
1:1
1:1
Change in value of hedging instruments since 1 January
–
0.3
Change in value of the hedged item used to determine hedge effectiveness
–
(0.3)
Interest rate swap average hedged rate for the year
0.0%
(2.1%)
Fair value hierarchy
The following summarises financial instruments carried at fair values and the major methods and assumptions used in estimating these fair
values.
The different levels of fair value hierarchy have been defined as follows:
Level 1
Fair value measured using quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2
Fair values measured using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices).
Level 3
Fair values measured using inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The carrying values of the Group’s financial instruments approximate their fair value. The fair value of floating rate borrowings approximates to the
carrying value because interest rates are at floating rates where payments are reset to market rates at intervals of less than one year. The Group’s
derivative financial instruments are Level 2. The fair value of forward foreign currency exchange derivative financial instruments is determined based on
the present value of future cash flows using forward exchange rates at the Balance Sheet date. The fair value of interest rate swap derivative financial
instruments is estimated as the present value of the future cash flows based on observable yield curves at the Balance Sheet date.
Section 4 continued
Capital Structure continued
Strategic Report Corporate Governance Financial Statements
133
Accounting policies
Net investment hedge accounting
The Group uses its US Dollar, Euro and Japanese Yen denominated borrowings as a hedge against the translation exposure on the Group’s net
investment in overseas companies. The Group designates the spot rate of the loans as the hedging instrument. There was no ineffectiveness
to be recognised on hedges of net investments in foreign operations.
Where the hedge is fully effective at hedging the variability in the net assets of such companies caused by changes in exchange rates, the changes
in value of the borrowings are recognised in the translation reserve within equity, via the Statement of Comprehensive Income. The ineffective part
of any change in value caused by changes in exchange rates is recognised in the Profit or Loss.
The effective portion will be recycled into the Profit or Loss on the sale of the foreign operation.
None of the £5.2 million US Dollar debt held at December 2025 was designated as at 31 December 2025.
The table below provides further information on the Group’s net investment hedging relationships:
2025 2024
£m £m
Hedge ratio
1:1
1:1
Change in value of hedging instruments due to foreign currency movements since 1 January
–
2.0
Change in value of the hedged item used to determine hedge effectiveness
–
(2.0)
The balances and movements into and out of the foreign currency translation reserve are shown in the Consolidated Statement of Comprehensive
Income and the Consolidated Statement of Changes in Equity respectively.
The amount in the foreign currency translation reserve in relation to hedge accounting is a loss of £42.9 million (2024: £42.9 million loss) and is split
as follows:
– net investment hedges loss from continuing operations of £13.8 million (2024: £13.8 million loss); and
– hedging relationships for which hedge accounting is no longer applied, a loss of £29.1 million (2024: £29.1 million loss).
Interest-bearing loans and borrowings
The table below analyses the Group’s interest-bearing loans and borrowings, including bank overdrafts, by currency:
Fixed rate Floating rate
Total borrowings borrowings
Currency £m £m £m
US Dollar
5.2
–
5.2
Sterling
126.7
–
126.7
Euro
0.5
0.5
–
Unamortised fees and transaction costs
(4.3)
–
(4.3)
At 31 December 2025
128.1
0.5
127.6
US Dollar
12.3
–
12.3
Sterling
144.5
37.0
107.5
Euro
3.3
0.4
2.9
Unamortised fees and transaction costs
(1.3)
–
(1.3)
At 31 December 2024
158.8
37.4
121.4
The floating rate borrowings comprise borrowings bearing interest at rates based on SONIA and SOFR for Sterling and US Dollar respectively, in
2025.
The floating rate borrowings are repriced between one and three months.
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Maturity profile of financial liabilities
The table below analyses the Group’s financial liabilities and derivative financial liabilities into relevant maturity groupings based on the period
remaining until the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows (including
interest), so will not always reconcile with the carrying amounts disclosed on the Balance Sheet.
The following are the contractual maturities of financial liabilities, including undiscounted future interest payments:
Total From Greater
Carrying contractual Within two to than
amount cash flows one year five years five years
£m £m £m £m £m
2025
Unsecured interest-bearing loans and borrowings including bank overdrafts
(128.1)
(132.5)
(132.2)
(0.3)
–
Lease liabilities
(25.2)
(30.7)
(6.3)
(17.1)
(7.3)
Trade payables
(20.1)
(20.1)
(20.1)
–
–
Accruals
(13.3)
(13.3)
(13.3)
–
–
Forward exchange contracts outflow
(0.1)
(0.1)
(0.1)
–
–
Total outflows
(186.8)
(196.7)
(172.0)
(17.4)
(7.3)
2024
Unsecured interest-bearing loans and borrowings including bank overdrafts
(158.8)
(177.3)
(55.2)
(122.1)
–
Lease liabilities
(31.5)
(37.3)
(9.4)
(20.7)
(7.2)
Trade payables
(21.7)
(21.7)
(21.7)
–
–
Accruals
(12.1)
(12.1)
(12.1)
–
–
Provisions
(1.4)
(1.4)
(1,4)
–
–
Forward exchange contracts outflow
(0.3)
(0.3)
(0.3)
–
–
Total outflows
(225.8)
(250.1)
(100.1)
(142.8)
(7.2)
The Group had the following undrawn borrowing facilities at the end of the year:
2025 2024
Expiring in: £m £m
Less than one year
– Committed facilities
1
14.1
–
More than one year but not more than five years
– Committed facilities
–
34.7
Total
14.1
34.7
1 All lender consent required to utilise beyond the drawstop of £135.1 million.
Section 4 continued
Capital Structure continued
Strategic Report Corporate Governance Financial Statements
135
4.3 Share capital and reserves
This note explains the movements in share capital, and the nature and purpose of other reserves forming part of equity. The movements in
reserves are set out in the Consolidated Statement of Changes in Equity.
The Group utilises share award schemes as part of its employee remuneration packages. Options that have been granted and remain
outstanding at 31 December 2025 are set out below. The various share-based payment schemes are explained in note 5.3 “Share-based
payments”.
Share capital
Number of Nominal
shares value
(thousands) £m
Issued, authorised and fully paid
At 1 January 2025
94,201
18.9
New shares issued for equity raise
9,412
1.9
At 1 January 2025 and 31 December 2025
103,613
20.8
Each ordinary share carries one vote, participates equally with the other ordinary shares in distribution of dividends and capital (including on a
winding up) and is not redeemable.
At 31 December 2025, the following options had been granted and remained outstanding under the Company’s share option schemes:
Number of Dates
shares Exercise normally
(thousands) prices exercisable
UK Sharesave Schemes
175
224p–1272p
2025–2028
International Sharesave Schemes
1,196
224p–1123p
2026–2028
1,371
Share capital and share premium
Equity raise:
On 30 April 2025, the Company issued 9,412,663 new ordinary shares of 20.0 pence each for an offer price of 85.0 pence, generating gross proceeds
of £8.0 million. Expenses of £0.5 million were incurred and have been offset in the share premium account resulting in net proceeds of £7.5 million.
Other reserves
The nature and purpose of other reserves forming part of equity are as follows:
Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign
subsidiaries, including gains or losses arising on net investment hedges.
Capital redemption reserve
The capital redemption reserve of £1.6 million was created on the repurchase and subsequent cancellation of 885,000 ordinary shares by the
Company in 1999.
On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over
which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital
to the capital redemption reserve. There were no such transactions during the year ended 31 December 2025.
Cash flow hedging reserve
This reserve records the cumulative net change in the fair value of forward exchange contracts and interest rate swaps where they are designated as
effective cash flow hedge relationships.
Retained earnings
Retained earnings are the cumulative gains and losses recognised by the Group, not recorded in any other reserves. On 12 April 2021, the Company
issued 309,753 ordinary shares as part of the consideration for the acquisition of Lightstream. The excess of the fair value of the shares issued over
their nominal value was recorded in retained earnings.
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Annual Report and Accounts 2025
Own shares held
Own shares held by the Company’s Employee Benefit Trust are recognised as a deduction from retained earnings. As at 31 December 2025, the
Employee Benefit Trust held 3,739 (2024: 1,464) ordinary shares at 20 pence nominal value. The Company holds no shares in treasury (2024: nil).
The Employee Benefit Trust purchased 249,185 own shares during 2025 (average price of 73.4p per share) used to satisfy the Restricted Share Plan
(“RSP”) on the same day. A further £0.1 million was paid to settle Share and Restricted Share Scheme maturities respectively, under the UK and
International Schemes.
Dividends
Dividends are recognised through equity on the earlier of their approval by the Company’s shareholders or their payment. There was no dividend
proposed for both years ended 31 December 2025 and 31 December 2024.
Section 4 continued
Capital Structure continued
Strategic Report Corporate Governance Financial Statements
137
This section explains items that are not explained elsewhere in the financial statements.
On the following pages, there are disclosures covering the following:
5.1 Employees
5.2 Pensions
5.3 Share-based payments
5.4 Contingent liabilities
5.5 Related party transactions
5.6 Group investments
5.7 Subsequent events
5.1 Employees
2025 2024
£m £m
Employee costs, including Directors’ remuneration, comprise:
Government grants repaid voluntarily towards employee costs
1
(0.5)
(0.4)
Wages and salaries
(2)
66.6
76.8
Redundancy costs
4.5
8.1
Employers’ social security costs
10.0
11.1
Employers’ pension costs – defined benefit schemes
0.2
0.2
Employers’ pension costs – defined contribution schemes
2.5
3.4
Other employment benefits
2.5
3.0
Share-based payment charge
2.3
2.2
88.1
104.4
1 This excludes amounts paid directly to employees by governments. There were no unfulfilled conditions or other contingencies attached to this government assistance.
2 £4.0 million (2024: £5.4 million) of costs included in wages and salaries were capitalised as development costs.
Details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report and note 5.5 “Related party transactions”.
2025 2024
Total Total
Monthly average number of employees during the year
Media Solutions
589
719
Production Solutions
461
529
Creative Solutions
215
248
Central
28
28
From continuing operations
1,293
1,524
From discontinued operations
10
45
1, 303
1,569
Section 5
Other Supporting Notes
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Annual Report and Accounts 2025
5.2 Pensions
This note explains the accounting policies governing the Group’s treatment of the pension schemes, followed by an analysis of these schemes.
Accounting policies
Defined contribution schemes
The assets are held separately from those of the Group in independently administered funds. The costs of providing pensions for employees under
defined contribution schemes are expensed as incurred.
Defined benefit schemes
The Group operates pension schemes providing benefits based on final pensionable pay. The assets of the schemes are held separately from those
of the Group. The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount
of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its
present value, and the fair value of any plan assets is deducted. The discount rate is determined by reference to market yields at the Balance Sheet
date on high quality corporate bonds.
The calculation is performed by a qualified actuary using the projected unit credit method. Actuarial gains and losses are recognised in full in the
period in which they arise in the Statement of Comprehensive Income.
The Group recognises the ongoing service cost, past service costs and any cost or income relating to the curtailment or settlement of a pension
scheme in operating expenses in the Profit or Loss. The unwinding of the discount (above) is recognised as part of net financial expense.
Pension schemes
The Group has defined benefit pension schemes in the UK, Italy, Germany, Japan and France. The schemes outside of the UK are not material.
The UK defined benefit scheme was closed to future benefit accrual with effect from 31 July 2010. All UK employees of the Group are now offered
membership of the defined contribution pension scheme. Other overseas subsidiaries have their own defined contribution schemes.
Defined contribution schemes
The total Profit or Loss charge of the defined contribution schemes for the year ended 31 December 2025 was £2.5 million (2024: £3.4 million).
There were no outstanding or prepaid contributions to these plans as at 31 December 2025 (or at 31 December 2024).
Defined benefit schemes
The Group’s defined benefit schemes are disclosed below:
2025 2024
£m £m
Amounts recognised on the Group Balance Sheet
Plan assets
–
Equities
0.1
0.1
–
Bonds
43.2
33.2
–
Other
0.7
11.9
Total fair value of plan assets
44.0
45.2
Present value of defined benefit obligation
(42.4)
(43.6 )
Net asset recognised on the Group Balance Sheet
1.6
1.6
2025 2024
£m £m
Analysis of net recognised deficit
Total funded plan (UK pension scheme)
3.8
4.1
Total unfunded plans (non-UK pension schemes)
(2.2)
(2.5 )
Net asset recognised on the Group Balance Sheet
1.6
1.6
2025 2024
£m £m
Amounts recognised in the Group Profit or Loss
Administration costs Included in operating expenses
0.2
0.2
Net interest expense on net defined benefit pension scheme liabilities
(0.1)
(0.1 )
Total amounts charged to the Group Profit or Loss
0.1
0.1
Section 5 continued
Other Supporting Notes continued
Strategic Report Corporate Governance Financial Statements
139
UK pension scheme
The UK defined benefit pension scheme, being significant, is disclosed below.
The UK defined benefit scheme is in an actuarial surplus position at 31 December 2025 (measured on an IAS 19 “Employee Benefits” basis) of
£3.8 million (31 December 2024: £4.1 million). The surplus has been recognised on the basis that the Group has an unconditional right to a refund,
assuming the gradual settlement of Scheme liabilities over time until all members have left the Scheme.
The nature of the UK scheme is a funded final salary scheme closed to future benefit accrual with effect from 31 July 2010. As a result, since that
date, no contributions are payable in respect of future accrual of benefits, although an employer contribution of £0.8 million was made in 2025. As
the 5 April 2022 funding valuation of the scheme disclosed a funding surplus, no recovery plan is required under the Pensions Act 2004. As such,
member and employer contributions to the scheme over the year to 31 December 2026 are expected to be £nil million. The scheme is subject to all
legislation and regulations that apply to UK occupational pension schemes.
The main risk to which the Group is exposed by the scheme is that the cost of the benefits provided by the scheme is greater than expected, for
example due to lower than expected investment returns or members of the scheme living longer than expected, which may result in additional
contributions being required from the Group.
In accordance with UK trust and pensions law, the pension scheme has a corporate trustee. Although the Group bears the financial cost of the
scheme, the responsibility for the management and governance of the scheme lies with the trustee, which has a duty to act in the best interest
of members at all times. The assets of the scheme are held in trust by the trustee who consults with the Group on investment strategy decisions.
In June 2023, the UK High Court in Virgin Media Limited v NTL Pension Trustees II Limited ruled that specific historical amendments to contracted-
out defined benefit schemes in the period from 6 April 1997 to 5 April 2016 were invalid if they lacked a confirmation under section 37 of the Pension
Schemes Act 1993 from the scheme’s actuary. This decision was upheld on appeal in July 2024 and is relevant for the Videndum DB Pension Scheme
(“the Scheme”).
The Company has undertaken a risk assessment and engaged with the relevant Trustee of the Scheme who have confirmed that based on the
governance processes in place and an initial review of significant deed changes during the period in question, these bodies have no reason to believe,
at this stage in their review, that the relevant requirements were not complied with in relation to the Scheme with regard to the relevant period in
question. Given that there is no indication at this stage of non-compliance with the relevant requirements, the Scheme’s valuation as at 31 December
2025 does not reflect potential additional liabilities arising from this Virgin Media case.
Impact on defined benefit obligation (“DBO”) of changes in the three key individual assumptions
2025
2024
Discount rate increased by 0.25% points (2024: 0.25% points)
-3%
-3%
Inflation increased by 0.25% points (2024: 0.25% points)
2%
2%
Life expectancy increased by one year
3%
3%
A decrease in the assumptions noted above results in an equal and opposite movement to those disclosed.
The sensitivity applied is based on a reasonable possible change expected in the underlying assumptions. Although the analysis does not take
account of the full distribution of cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumptions shown.
2025 2024
% pa % pa
Assumptions used by the actuary to value the liability of the defined benefit plan, on 31 December, were:
Price inflation (RPI)
2.8
3.1
Price inflation (CPI)
RPI less 1%
 RPI less 1%
pa to 2030, pa to 2029,
and RPI and RPI
less 0.1% less 0.1%
pa from pa from
2030 2030
Life expectancy of male / female aged 65 in 2023/2022
21.5/23.8
21.1/23.6
Life expectancy of male / female aged 65 in 2038/2037
22.1/24.6
21.7/24.4
0% to 0% to
Pension increase rate (% pa) 3.4% 3.5%
Discount rate (% pa)
5.5
5.5
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Annual Report and Accounts 2025
2025 2024
£m £m
Change in DBO for the year to 31 December
Present value of DBO at start of year
41.1
46.2
Interest cost
2.2
2.0
Actuarial loss on experience
0.3
0.7
Actuarial gain/(loss) on demographic assumptions
0.2
(1.0)
Actuarial loss on financial assumptions
(0.9)
(4.6)
Actual benefit payments
(2.7)
(2.2)
Past service gains
–
–
Present value of DBO at end of year
40.2
41.1
At 31 December 2025, the weighted average duration of the scheme’s DBO was 12 years (2024: 12 years). The proportion of DBO in respect
of pensions in payment is approximately 58% and that in respect of deferred pensioners is approximately 42%.
Fair value Quoted Unquoted Fair value
2025 split split 2024
£m % % £m
Scheme assets and proportion which have quoted market price, at 31 December
Bonds
43.2
100
–
33.2
Equities
0.1
–
100
0.1
Cash/non-cash assets
0.6
–
100
11.8
Insurance policies
0.1
–
100
0.1
Total value of assets
44.0
45.2
Note: The asset values shown are, where relevant, estimated bid values of market securities.
2025 2024
£m £m
Change in fair value of assets for the year to 31 December
Fair value of assets at start of year
45.2
50.4
Contributions by employer
0.8
–
Interest income on scheme assets
2.4
2.2
Return on scheme assets greater/(less) than discount rate
(1.7)
(5.2)
Actual benefit payments
(2.7)
(2.2)
Fair value of assets at end of year
44.0
45.2
2025 2024
£m £m
Development of net Balance Sheet position at 31 December
Present value of defined benefit obligation
(40.2)
(41.1)
Assets at fair value
44.0
45.2
Net defined benefit scheme asset
3.8
4.1
Section 5 continued
Other Supporting Notes continued
Strategic Report Corporate Governance Financial Statements
141
2025 2024
£m £m
Reconciliation of net Balance Sheet position
Net defined benefit scheme asset at start of year
4.1
4.2
Total amounts credited to the Profit or Loss
0.2
0.2
Employer contributions
0.8
–
Remeasurement effects recognised in OCI
(1.3)
(0.3)
Defined benefit scheme asset at end of year
3.8
4.1
2025 2024
£m £m
Amounts recognised in the Profit or Loss
Net interest income on net defined benefit pension scheme asset
(0.2)
(0.2)
Total amounts credited to the Profit or Loss
(0.2)
(0.2)
2025 2024
£m £m
Amounts recognised in OCI
Actuarial loss due to liability experience
0.3
0.7
Actuarial gain due to liability assumption changes
(0.7)
(5.6)
Actuarial gain arising during the period
(0.4)
(4.9)
Return on scheme assets less than discount rate
1.7
5.2
Remeasurement effects recognised in OCI
1.3
0.3
2025 2024
£m £m
Defined benefit pension scheme cost
Net interest income on net defined benefit pension scheme asset
(0.2)
(0.2)
Remeasurement effects recognised in OCI
1.3
0.3
Total defined benefit pension scheme cost
1.1
0.1
Videndum plc
142
Annual Report and Accounts 2025
5.3 Share-based payments
Group employees participate in a number of employee incentive schemes including a Sharesave Scheme, an LTIP, a Deferred Bonus Plan and a
Restricted Share Plan.
This note explains the accounting policy governing share-based payments and the impact of various share schemes operated by the Group.
Accounting policies
Share-based payments
The Group operates a number of share-based incentive schemes, which are treated as equity-settled awards. The fair value of equity-settled awards
is determined at grant date and charged to the Profit or Loss over the vesting period of the award, with a corresponding adjustment to equity.
During the year, Videndum plc re-charges the applicable share-based payment charge to its subsidiaries.
Any potential employer’s Social Security liability on share awards is calculated based on the intrinsic value of the awards at the Balance Sheet date
and recognised over the vesting period of the related award.
Exercises of share options granted to employees can be satisfied by a market purchase or an issue of new shares. Shares purchased in the market
are held by the Company’s Employee Benefit Trust.
Further details of the accounting for the schemes provided by the Group are set out below.
Long Term Incentive Plan
The awards granted under this scheme include a portion linked to a non-market condition (adjusted EPS) as well as a portion linked to a market
condition (Total Shareholder Return, “TSR”). A description of the LTIP including its general terms and conditions, such as performance conditions
and vesting requirements, is set out in the Remuneration report.
The fair value of the awards linked to the EPS condition is the Company’s share price at grant date, while the fair value of awards containing market
conditions is determined using Monte Carlo simulation models. The number of awards which are expected to vest is estimated by Management based
on levels of expected forfeitures and the expected outcome of the EPS condition. For awards subject to market conditions, no adjustment is made to
reflect the likelihood of the market condition being met nor the actual number of awards which lapse as a result of the condition not being met.
Sharesave Scheme
Options granted under the Sharesave Scheme vest subject to continued employment and a saving condition in some countries. The options entitle
employees to purchase shares in the Company at a fixed price. Further details of the Group’s Sharesave arrangement are included in the Strategic Report.
The fair value of options granted under the Sharesave Scheme is determined using a Black-Scholes model with the key inputs to the model set out
below. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures. At an employee’s
discretion they can choose to withdraw from a particular scheme and stop saving. This action is accounted for as a cancellation and results
in an acceleration of the Profit or Loss charge related to the cancelled options.
Restricted Share Plan (RSP)
The RSP was introduced in 2019 to support retention plans for key employees, excluding Directors. The fair value of awards under the RSP is the
Company’s share price at grant date. Under the RSP, shares which are awarded, generally vest over three years and are subject to a continued
employment condition. The number of awards which are expected to vest is estimated by Management based on levels of expected forfeitures.
Share-based payment expense
The amount recognised in the Profit or Loss for share-based payment transactions with employees for the year ended 31 December 2025 was
£2.3 million (2024: £2.2 million).
Section 5 continued
Other Supporting Notes continued
Strategic Report Corporate Governance Financial Statements
143
Share options outstanding at the end of the period
Options outstanding under the UK Sharesave Scheme and International Sharesave Scheme as at 31 December 2025, together with their exercise
prices and vesting periods, are as follows:
Weighted
average
Weighted remaining
Number average contractual
outstanding exercise price life
Range of exercise prices (thousands) (£) (years)
£2.00–£2.50
1,354
2.26
1.87
£11.00–£11.50
17
11.23
0.33
£12.50–£13.00
–
12.72
1.33
Total
1,371
2.38
1.85
Movements in these share option plans were as follows:
Weighted
average
exercise
Sharesave price
(thousands) (£)
Awards at 1 January 2024
965
7.13
Exercised during 2024
(8)
11.92
Cancelled during 2024
(218)
9.87
Forfeited during 2024
(54)
5.28
Lapsed during 2024
(695)
5.73
Granted during 2024
1,860
2.27
Awards at 31 December 2024
1,850
2.46
Exercised during 2025
–
–
Cancelled during 2025
(222)
2.31
Forfeited during 2025
(58)
3.03
Lapsed during 2025
(199)
3.07
Granted during 2025
–
–
Awards at 31 December 2025
1,371
2.38
Awards exercisable at 31 December 2025
7
3.56
The weighted average share price at the date of exercise for share options exercised during the year was £nil (2024: £2.69).
Videndum plc
144
Annual Report and Accounts 2025
2014
Long Term
Arrangement Incentive Plan
Nature of arrangement
Share award plan
Date of grant
04 Jan 2025
Number of instruments granted (thousands)
200
Exercise price
n/a
Share price at date of grant
£1.46
Contractual life (years)
n/a
Expected option life (years)
n/a
Vesting conditions
Up to 2-year
service period
Settlement
Shares
Expected volatility
n/a
Risk-free interest rate
n/a
Expected dividend yield
n/a
Expected departures (per annum from grant date)
3%
Expected outcome of non-market based related performance condition
n/a
Expected outcome of non-vesting condition
n/a
Fair value per granted instrument determined at the grant date
£1.46
Valuation model
n/a
5.4 Contingent liabilities
From time to time, the Group is subject to various legal proceedings and claims that arise in the ordinary course of business often concerning the
Group’s intellectual property and patents. A liability is recorded only when it is probable that the case will result in a future economic outflow which
can be reliably measured.
There are no other contingent liabilities at 31 December 2025.
Section 5 continued
Other Supporting Notes continued
Strategic Report Corporate Governance Financial Statements
145
5.5 Related party transactions
A related party relationship is based on the ability of one party to control or significantly influence the other.
The Group has identified the Directors, the Videndum DB Pension Scheme and members of the Executive Committee as related parties to the
Group under IAS 24 “Related Party Disclosures”.
Transactions with key management personnel
Details of Directors’ remuneration along with their pension, share incentive, bonus arrangements and holdings of the Company’s shares are shown
in detail in the Remuneration Report. This also shows the highest paid Director.
The compensation of the 8 (2024: 15) key management personnel during the year, including the Executive Directors, is shown in the table below:
2025 2024
£m £m
Salaries
2.2
3.0
Employers’ social security costs
0.2
0.5
Share-based payment charge/(income)
1
0.6
0.4
Other short-term employee benefits
0.1
0.5
Employers’ pension costs – defined contribution schemes
0.1
0.4
3.2
4.0
1 IFRS 2 charge recognised in the Profit or Loss for share-based payment transactions with key management personnel. Of the £0.6 million IFRS 2 charge, £0.3 million relates to the directors of
the Group.
Transactions with other related parties
During the year ended 31 December 2025, there were transactions with other related parties in relation to rental services and donations amounting
to £nil million (2024: £0.1 million). Transactions with defined benefit pension schemes are disclosed in this annual report in note 5.2 “Pensions”.
5.6 Group investments
The Group’s subsidiaries at 31 December 2025 are listed below. All subsidiaries are 100% owned within the Group.
Company
County of incorporation
Issued securities
Videndum Media Distribution Australia Pty Ltd
Australia
(1)
Ordinary shares of AUD 1.00 each
Videndum Media Distribution Shanghai Limited
China
(2)
Ordinary shares / Registered capital
of US $1,050,000.00*
Lowepro Huizhou Trading Co Ltd
China
(3)
Ordinary shares/ Registered capital
of HKD $3,000,000*
JOBY Technology (Shenzhen) Co. Limited
China
(4)
Ordinary shares/ Registered capital
of CNY 1,814,855.00*
Videndum Production Solutions Sociedad
de Responsabilidad Limitada
Costa Rica
(5)
Quota shares of CRC 50,000.00 each
Autocue Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Autoscript Limited**
England & Wales
(6)
Ordinary shares of £1 each
Camera Corps Ltd**
England & Wales
(6)
Ordinary shares of £1 each
Colorama Photodisplay Holdings Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Gitzo Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Kata UK Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Lastolite Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Litepanels Ltd**
England & Wales
(6)
Ordinary shares of US$1 each
Manfrotto Distribution Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Palmer Dollar Finance**
England & Wales
(6)
Ordinary shares of US$0.000001 each
Palmer Finance**
England & Wales
(6)
Ordinary shares of €1 each
Palmer Yen Finance**
England & Wales
(6)
Ordinary shares of JP¥100 each
Petrol Bags Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Videndum plc
146
Annual Report and Accounts 2025
Company
County of incorporation
Issued securities
Radamec Broadcast Systems Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Rycote Microphone Windshields Ltd**
England & Wales
(6)
Ordinary shares of £1 each
and Deferred shares of £1 each
Sachtler Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
The Camera Store Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Videndum Creative Solutions UK Limited**
England & Wales
(6)
Ordinary shares of £1 each
Videndum Group Limited**
England & Wales
(6)
Ordinary shares of £1 each
Videndum Group Holdings Limited**
England & Wales
(6)
Ordinary shares of £1 each
Videndum Investments Limited**
England & Wales
(6)
Ordinary shares of £1 each
Videndum Media Solutions UK Limited**
England & Wales
(6)
Ordinary shares of £1 each
Videndum Pensions Trust Company (UK) Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Videndum Production Solutions Limited**
England & Wales
(6)
Ordinary shares of £1 each
Vinten Broadcast Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Vizua Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
VTC International Limited
(a)
England & Wales
(6)
Ordinary shares of £1 each
Camera Dynamics sarl
France
(7)
Ordinary shares of €8 each
Videndum Media Distribution France SAS
France
(7)
Ordinary shares of €16 each
Gitzo S.A.S
France
(8)
Ordinary shares of €40 each
Videndum GmbH
Germany
(9)
Ordinary shares of DEM50,000 each
Videndum Media Distribution HK Limited
Hong Kong
(10)
Shares of HKD1.00 each
Videndum Media Solutions HK Limited
Hong Kong
(10)
Shares of HKD1.00 each
Petrol Bags Limited
Israel
(11)
Ordinary shares of ILS1.00 each
Manfrotto Bags Ltd
Israel
(12)
Ordinary shares of ILS1 each
Videndum Italia spa
Italy
(13)
Ordinary shares of €1,000 each
Videndum Media Solutions Spa
Italy
(13)
Ordinary shares of €100 each
Videndum Media Distribution KK
Japan
(14)
Shares of JP¥1.00 each
Videndum Production Solutions KK
Japan
(14)
Ordinary shares of JP¥1,000 each
Videndum Media Distribution Benelux B.V.
Netherlands
(15)
Ordinary shares of €454.00 each
Syrp Limited
New Zealand
(16)
Ordinary shares of NZD1.00 each
Videndum Production Solutions Pte. Limited
Singapore
(17)
Ordinary shares of SGD1 each
Teradek Ukraine LLC
Ukraine
(18)
Membership interests of NPV
Audix LLC
United States
(19)
Membership interests
Camera Corps, Inc.
United States
(19)
Par value US$.01
Chalfont Investments, Inc.
United States
(19)
Par value US$.01
Creative Solutions Division Inc.
United States
(19)
Par value US$.001
Infiniscene, Inc.
United States
(19)
Par value US$.001
Offhollywood LLC
(b)
United States
(19)
Membership interests
Quasar Science LLC
(b)
United States
(19)
Membership interests
Savage Universal LLC
(b)
United States
(19)
Membership interests
SmallHD LLC
(b)
United States
(19)
Membership interests
Superior Paper Specialties LLC
(b)
United States
(19)
Membership interests
Videndum Production Solutions Inc.
United States
(19)
Par value US$.01
Videndum US Holdings Inc.
United States
(19)
Par value US$.01
Autocue LLC
United States
(20)
Membership interests
Mount Olive 2016, LLC
(b)
United States
(21)
Membership interests
Superior Paper Specialties, LLC
(b)
United States
(22)
Membership interests
Videndum Media Solutions US, LLC
(b)
United States
(22)
Membership interests
Teradek LLC
(b)
United States
(23)
Membership interests
Videndum Media Distribution US Inc.
United States
(24)
No par value
Wooden Camera, Inc.
United States
(25)
No par value
* A joint stock limited Company in China and therefore has no issued securities
(a) Dormant company (UK)
(b) Limited Liability Company (US)
** These subsidiaries have taken advantage of an exemption from audit under Section 479A of the Companies Act 2006. The ultimate parent Company of the subsidiaries, Videndum plc, has
provided a statutory guarantee for any outstanding liabilities of these subsidiaries. All these subsidiary undertakings have been included in the consolidated financial statements of Videndum
plc as at 31 December 2025.
Section 5 continued
Other Supporting Notes continued
Strategic Report Corporate Governance Financial Statements
147
The registered addresses are as follows:
1 Suite 204, 492 St Kilda Road, Melbourne VIC 3004, Australia
2 Room 2103,21/F, Shanghai Mart Tower, No.2299, Yan’an Road (West), Shanghai, 200336, China
3 No. 68, 2F, Hu Mei Street, Da Shu Ling, Qing Tang Village, Xiao Jin Kou Town, Guangdong Province, China
4 Unit 5543,5544, 5545, Office Tower, Shun Hing Square, Di Wang Commercial Centre, 5002 Shen Nang Don Road, Shenzhen, China
5 Cartago, Cartago, Parque Industrial Zona Franca, avenida Las Américas, calle Australia, Costa Rica
6 William Vinten Building, Easlea Road, Bury St Edmunds, IP32 7BY, United Kingdom (*)
7 7 rue Taine 75 012 Paris, France
8 44 Rue de La Couture, 94150 Rungis, France
9 Edison Strasse 4A, 85716 Unterschleissheim, Germany
10 Room 908, Two Grand Tower, 625 Nathan Road, Kowloon, Hong Kong
11 3 Hasolelim Street, 67897, Tel Aviv, Israel
12 Abraham & Bachar co., Keren Hayesod 36, Jerusalem, Israel
13 Via Valsugana 100, 36022 Cassola VI, Italy
14 Shinagawa East One Tower 8F, 2-16-1 Konan Mikato-ku, Tokyo 108-0075, Japan
15 J.P. Poelstraat 5, 1483 GC De Rijp, Netherlands
16 32 Crummer Road, Grey Lynn, Auckland, 1021, New Zealand
17 601 Macpherson Road, #05-16, Singapore 368242
18 Preobrazhenska Str 15, Ste 3, Odessa, 65082, Ukraine
19 Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808 United States
20 c/o Videndum Production Solutions Inc.,14 Progress Drive, Shelton, CT 06484 United States
21 Corporation Service Company, 5235 North Front Street, Harrisburg, PA 17110 United States
22 Corporation Service Company, 7955 S Priest Drive – Suite 102, Tempe, AZ 85284 United States
23 Corporation Service Company, 2710 Gateway Oaks Drive – Suite 150N, Sacramento, CA 95833 United States
24 Corporation Service Company, Princeton South Corporate Ctr, Ste 160, 100 Charles Ewing Blvd, Ewing, NJ 08628 United States
25 Corporation Service Company, 211 E. 7th Street – Suite 620, Austin, TX 78701 United States
5.7 Subsequent events
On 10 March 2026, the Company published a combined prospectus and circular (the “Prospectus”) detailing the Firm Placing and Placing and Open
Offer to raise gross proceeds of £85 million (the “Capital Raising”) and the broader Refinancing. The transaction was approved by the shareholders
at the general meeting held on 27 March 2026. Further details on the purpose of the refinancing and use of the funds are in the Chairman’s report on
page 6. The costs directly associated with the refinancing will be offset against the equity and loans respectively.
The key streams, along with the gross proceeds, are as follows:
Capital reorganisation and Firm Placement
On 30 March 2026, each Existing Ordinary Share of 20 pence nominal value was sub-divided and converted into 1 Intermediate Share of 0.005 pence
nominal value and 1 Deferred Share of 19.995 pence nominal value. Immediately following the above, every 200 Intermediate Shares of 0.005 pence
nominal were consolidated into 1 Consolidated Share of 1 pence nominal value. Subsequently, at a future stage, every Deferred share will be acquired
at an aggregate value of 1 pence and cancelled by the Company.
On the same day, after the capital reorganisation above, the Company issued 31,481,482 new ordinary shares for an offer price of 270 pence,
generating gross proceeds of £85 million. In conjunction with the issue of equity, a capital reorganisation comprising the Sub-division and the
Consolidation of existing equity shares occurred.
Debt forgiveness
RCF debt of £15.8 million was written off and released by the previous lenders. The write off will be recorded as an adjusting item in 2026, as a gain
on extinguishment through the profit and loss.
Debt for Equity Conversion
RCF debt of £23 million was equalised by Polus Capital in exchange for new equity.
New credit facility
On going debt facilities of £60 million with Polus Capital as the main lender, which includes an undrawn RCF facility of £15 million, and new credit
facilities of Term Loan A of £31.5 million and Term Loan B, £13.5 million. The overall accounting impact of the above is an extinguishment of the
previous loan, with the balance of unamortised costs being accelerated upon its extinguishment.
On 28 February 2026, a war commenced in the Gulf region. The Group is closely monitoring the situation, although it is too early to determine the
impact of this on its business.
There were no other events after the Balance Sheet date that require disclosure.
Videndum plc
148
Annual Report and Accounts 2025
Company Balance Sheet
As at 31 December 2025
Notes
2025
£m
2024
£m
Fixed assets
Property, plant and equipment 0.1 0.1
Investments in subsidiary undertakings f) 141.8 181.8
Other receivables g) 89.9 45.6
231.8 227.5
Current assets
Other receivables g) 7.1 8.6
Cash at bank and in hand 0.8 17.8
7.9 26.4
Liabilities falling due within one year
Other payables h) (131.3) (71.5)
Provisions j) (0.1) (1.4)
(131.4) (72.9)
Net current liabilities (123.5) (46.5)
Total assets less current liabilities 108.3 181.0
Liabilities falling due after one year
Other payables h) (97.5) (115.3)
Provisions j) – (0.1)
(97.5) (115.4)
Net assets 10.8 65.6
Capital and reserves
Called up share capital k) 20.8 18.9
Share premium account 139.3 133.7
Cash flow hedge reserve l) – 0.1
Other reserves m) 58.8 58.8
Profit and Loss Account (208.1) (145.9)
Total Shareholders’ funds 10.8 65.6
The Company’s loss after tax for the year ended 31 December 2025 was £6 4. 2 million (2024: £38 3. 2 million).
The notes to the financial statements on pages 150 to 155 form an integral part of the financial statements.
Approved and authorised for issue by the Board of Directors on 31 March 2026 and signed on its behalf by:
Brian Morgan
Group Chief Financial Officer
Videndum plc
Registered in England and Wales no. 227691
Strategic Report Corporate Governance Financial Statements
149
Company Statement of Changes in Equity
Notes
Share
capital
£m
Share
premium
£m
Cash flow
hedging
reserve
£m
Other
reserves
£m
Profit
and Loss
Account
£m
Total
equity
£m
Balance at 1 January 2024 18.9 133.7 1.0 58.8 235.6 448.0
Total comprehensive income/(loss) for the year
Loss for the year – – – – (383.2) (383.2)
Fair value of cash-flow hedges reclassified to the
Income Statement – – (1.5) – – (1.5)
Effective portion of changes in fair value of cash-flow
hedges – – 0.3 – – 0.3
Tax associated with changes in cash-flow hedges – – 0.3 – – 0.3
Total comprehensive loss for the year – – (0.9) – (383.2) (384.1)
Contributions by and distributions to owners
Own shares purchased – – – – (0.5) (0.5)
Share-based payment charge, net of tax – – – – 2.2 2.2
Balance at 31 December 2024 and 1 January 2025 18.9 133.7 0.1 58.8 (145.9) 65.6
Total comprehensive income/(loss) for the year
Loss for the year – – – – (64.2) (64.2)
Fair value of cash-flow hedges reclassified to the
Income Statement – – (0.1) – – (0.1)
Total comprehensive loss for the year – – (0.1) – (64.2) (64.3)
Contributions by and distributions to owners
Transfer of share options – – – – (0.3) (0.3)
New shares issued, net of costs k) 1.9 5.6 – – – 7.5
Share-based payment charge, net of tax – – – – 2.3 2.3
Balance at 31 December 2025 20.8 139.3 – 58.8 (208.1) 10.8
For the year ended 31 December 2025
Videndum plc
150
Annual Report and Accounts 2025
a) Basis of preparation
The financial statements of Videndum plc have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure
Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention, as modified by the revaluation of
derivative financial assets, financial liabilities and defined benefit pension schemes measured at fair value through profit or loss, and in accordance
with the Companies Act 2006.
In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of International Financial
Reporting Standards as adopted by the UK (UK-adopted international accounting standards) but makes amendments where necessary in order
to comply with the Companies Act 2006 and to take advantage of FRS 101 disclosure exemptions.
Going concern assessment
The Company relies on the overall performance of the Group to fulfil its liabilities and obligations in the foreseeable future. As outlined in Section 1
“Basis of Preparation” of the Consolidated Financial Statements, the Group’s and Company’s financial statements have been prepared on a going
concern basis with a material uncertainty which may cast significant doubt over the Company’s ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the Group and Company were unable to continue as going concerns.
Critical accounting judgements and key sources of estimation uncertainty
The following provides information on those policies that the Directors consider critical because of the level of judgement and estimation required
which often involves assumptions regarding future events which can vary from what is anticipated. The Directors review the judgements and
estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future
periods affected. The Directors believe that the Company’s financial statements reflect appropriate judgements and estimates and provide a true
and fair view of the Company’s performance and financial position.
Key sources of estimation uncertainty
The following are the key source of estimation uncertainties that the Directors have made in the process of applying the Company’s accounting policies
and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year.
Impairment of investments in subsidiary undertakings
The critical estimate around the impairment assessment of investments in subsidiary undertakings is dependent on the internal indicator analysis.
The impairment of investments in subsidiary undertakings involves making assumptions. The most critical assumptions include determination of the
discount rates and terminal growth rates. All assumptions are reviewed at each reporting date. Further details about the assumptions used and
sensitivities are set out in note 3.1 “Intangible assets” in the consolidated financial statements of the Group.
Investments in subsidiary undertakings is tested for impairment annually or if there is an indicator triggering the impairment assessment.
Impairment is determined by assessing the recoverable amount of the investment in the subsidiary. This estimate of recoverable amount is
determined at each assessment date. The estimate of recoverable amount requires significant assumptions to be made and is based on a number
of factors such as the near-term business outlook for the subsidiary, including both its operating profit and operating cash flow performance,
Terminal growth rates beyond 2030 and discount rates applied. Where the recoverable amount of the subsidiary is less than the carrying amount,
an impairment loss is recognised in the statement of profit or loss.
During the year ended 31 December 2025, the impairment of investments in subsidiary undertakings involved making assumptions. The most
judgemental assumptions include determination of the weighted average cost of capital (“WACC”), growth rates. All assumptions are reviewed
at each reporting date.
Impairment of amounts owed by subsidiary undertakings
The impairment of loans to subsidiary undertakings involves making assumptions. The most critical assumptions include determination of the
probability of default and loss given default rates. All assumptions are reviewed at each reporting date.
Critical accounting judgements
The following critical accounting judgement that the Company makes, apart from those involving estimations (which are dealt with above), that the
Directors have made in the process of applying the Company’s accounting policies and that have the most significant effect on the amounts
recognised in the financial statements.
Going concern assessment
There were material judgements made by the Board to determine if the Group is a going concern. These judgements are disclosed under “going
concern” in Section 1 “Basis of Preparation” in the consolidated financial statements of the Group.
Impact of adoption of new accounting standards or amendments
The impact of adoption of new accounting standards or amendments is disclosed in Section 1 – Basis of Preparation of the Group’s consolidated
financial statements.
Notes to the Company Financial Statements
Strategic Report Corporate Governance Financial Statements
151
b) Exemptions taken by the Company under FRS 101
Under Section 408(3) of the companies Act 2006, the Company is exempt from the requirement to present its own profit or loss account.
The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
– Cash Flow Statement and related notes;
– comparative period reconciliations for share capital, tangible fixed assets and intangible assets;
– disclosures in respect of information related to key management personnel, and transactions with wholly owned subsidiaries;
– disclosures in respect of capital management;
– disclosures in respect of leases; and
– the effects of new but not yet effective IFRSs.
As the consolidated financial statements of Videndum plc include the equivalent disclosures, the Company has also taken the exemptions under
FRS 101 available in respect of the following disclosures:
– IFRS 2 “Share-based Payments” in respect of Group settled share-based payments; and
– certain disclosures required by IFRS 13 “Fair Value Measurement” and the disclosures required by IFRS 7 “Financial Instruments: Disclosures”.
c) Material accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to these
financial statements.
Investments in subsidiary undertakings
Investments in subsidiaries are stated at historical cost, less provision for any impairment in value.
The Company holds investments in all of the Group’s intermediate holding companies, financing companies and trading subsidiaries. The Company’s
accounting policy choice is to derecognise the investment in the subsidiaries, and recognise any difference between the consideration received and
the carrying amount of the investment in the subsidiaries in the statement of profit or loss.
It is possible that changes in outlook over the next year that are different to the assumptions made by Management could require a material
adjustment to the carrying value of the Company’s investments in its subsidiaries.
Pensions
The Company participates in the Group’s defined benefit scheme operated in the UK, which was closed to future benefit accrual with effect from
31 July 2010. All UK employees of the Company are now offered membership of the defined contribution scheme. The assets of the schemes are
held separately from those of the Company. There is no practical way of allocating the assets and liabilities of the scheme and therefore, the
Company has adopted a policy to recognise the full net pension cost, and hence pension asset, in its subsidiary Videndum Production Solutions
Limited’s financial statements prepared in accordance with FRS 101.
Details in respect of the UK defined benefit pension scheme are disclosed in note 5.2 “Pensions” of the Group’s consolidated financial statements.
Dividends receivable
Dividends received and receivable are credited to the Company’s Income Statement.
Other material accounting policies are consistent with the Group’s consolidated financial statements and below are references where they
are disclosed:
Foreign currencies Section 1 – Basis of Preparation
Intangible assets 3.1 “Intangible assets”
Property, plant and equipment 3.2 “Property, plant and equipment”
Debtors and Creditors 3.3 “Working capital”
Provisions 3.6 “Provisions”
Leases 3.7 “Leases”
Cash and cash equivalents 4.1 “Net debt”
Bank loans 4.1 “Net debt”
Derivative financial instruments and hedging activities 4.2 “Financial instruments”
Share capital and reserves 4.3 “Share capital and reserves”
Share-based payments 5.3 “Share-based payments”
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Annual Report and Accounts 2025
d) Employees
2025
£m
2024
£m
Employee costs comprise:
Wages and salaries 3.6 3.8
Redundancy costs 1.5 1.6
Employers’ social security costs 0.4 0.4
Employers’ pension costs – defined contribution schemes 0.2 0.2
Share-based payment charge 0.5 0.4
Total employee costs 6.2 6.4
2025 2024
Monthly average number of employees during the year 28 28
Further details of Directors’ remuneration and share incentives are disclosed in the Remuneration Report.
e) Audit fees
The details regarding the remuneration of the Company’s auditors are included in note 2.1 “Loss before tax (including segmental information)”
of the Group’s consolidated financial statements under “Fees payable to PricewaterhouseCoopers LLP for the audit of the Company’s
financial statements”.
Notes to the Company Financial Statements continued
Strategic Report Corporate Governance Financial Statements
153
f) Investments in subsidiary undertakings
Total
£m
Shares in Group
undertakings
£m
Loans to Group
undertakings
£m
Cost
At 1 January 2024 632.8 631.2 1.6
Repayments (1.6) – (1.6)
At 31 December 2024 and 1 January 2025 631.2 631.2 –
Disposals (631.2) (631.2) –
Additions 181.8 181.8 –
At 31 December 2025 181.8 181.8 –
Provisions
At 1 January 2024 85.1 85.1 –
Impairment losses 364.3 364.3 –
At 31 December 2024 and 1 January 2025 449.4 449.4 –
Disposals (449.4) (449.4) –
Impairment losses 40.0 40.0 –
At 31 December 2025 40.0 40.0 –
Net book value
At 31 December 2024 and 1 January 2025 181.8 181.8 –
At 31 December 2025 141.8 141.8 –
The Company’s investments in subsidiaries as at 31 December 2024 are included in note 5.6 “Group investments” of the Group’s consolidated
financial statements.
On 8 August 2025, the Company sold all the shares in its subsidiaries with a carrying value of £181.8 million to Videndum Group Limited, in exchange for
ten fully paid ordinary shares of £1 each in Videndum Group Limited at a value of £181.8 million, being the 100% of capital of Videndum Group Limited.
An impairment loss of £40.0 million (2024: £364.3 million) was recognised for investment in subsidiaries undertakings based on Management’s
assessment of near-term business outlook for the subsidiaries, including both its operating profit and operating cash flow performance, terminal
growth rates beyond 2030 and discount rates. The basis for the impairment calculations is similar to that used in the impairment of CGUs containing
goodwill, see note 3.1 “Intangible assets” in the consolidated financial statements of the Group for consideration of the assumptions to which the
model is most sensitive, and also sensitivity disclosures.
g) Other receivables
2025
£m
2024
£m
Amounts falling due within one year
Amounts owed by subsidiary undertakings
1
3.9 3.8
Corporation tax – 3.3
Other debtors
2
2.8 0.1
Prepayments 0.3 0.4
Derivative financial instruments – interest rate swap – 0.1
Derivative financial instruments – forward exchange contracts 0.1 0.9
7.1 8.6
Long-term receivables
Amounts owed by subsidiary undertakings
1
89.9 45.6
Total other receivables 97.0 54.2
1 Amounts owed by subsidiary undertakings are amounts advanced to Group undertakings and are recognised as financial assets when the Company becomes party to the contractual provisions
of the loan, initially measured at fair value (net of directly attributable transaction costs) and subsequently measured at amortised cost, with interest income recognised in profit or loss, and are
subject to the expected credit loss model under IFRS 9 Financial Instruments, including an assessment of credit risk on a forward-looking basis for loans repayable on demand. Amounts owed by
subsidiary undertakings within one year are unsecured and payable on demand. Long term amounts owed by subsidiary undertakings are unsecured, bear floating rates of interest and are
repayable after more than one year. An impairment loss of £nil million (2024: £3.5 million) was recognised in the year based on Management’s assessment of expected credit losses.
2 Other debtors include costs of £2.5 million (2024: £nil million) in relation to the refinancing project. See section 1 “Basis of preparation” for updates in relation to borrowing facilities.
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Annual Report and Accounts 2025
h) Other payables
2025
£m
2024
£m
Amounts falling due within one year
Bank overdraft (secured)
1
122.5 –
Lease liabilities 0.3 0.4
Amounts owed to subsidiary undertakings
2
1.6 67.1
Derivative financial instruments – forward exchange contracts 0.1 0.9
Trade payables 1.0 0.8
Taxation and social security – 0.2
Accruals 5.8 2.1
Total other payables 131.3 71.5
Amounts falling due after more than one year
Bank loans (unsecured)
1
– 103.1
Lease liabilities
– 0.2
Amounts owed to subsidiary undertaking
2
97.5 12.0
Total other payables 97.5 115.3
1 Details in relation to the term loans are set out in note 4.1 “Net debt” of the Group’s consolidated financial statements.
2 Amounts owed to subsidiary undertakings are amounts borrowed from Group undertakings and are recognised as financial liabilities when the Group becomes party to the contractual
provisions of the loan, initially measured at fair value (net of directly attributable transaction costs) and subsequently measured at amortised cost, with interest expense recognised in profit or
loss, in accordance with IFRS 9 Financial Instruments. Amounts owed to subsidiary undertakings due within one year are unsecured and payable on demand. Amounts owed to subsidiary
undertakings due after more than one year are unsecured, bear floating rates of interest and are repayable after more than one year.
Notes to the Company Financial Statements continued
Strategic Report Corporate Governance Financial Statements
155
i) Contingent liabilities
There are no contingent liabilities at 31 December 2025 (2024: £nil).
j) Provisions
2025
£m
2024
£m
At 1 January 1.5 0.1
Provisions created during the year 0.3 1.6
Provisions utilised during the year (1.7) (0.2)
At 31 December 0.1 1.5
Restructuring costs of £0.3 million (2024: £1.6 million) were incurred during the year in respect of Corporate initiatives relating to 2025 cost base
realignment, and leadership changes in 2024, including associated moving costs, legal and professional fees.
The dilapidation provision of £0.1 million is expected to be utilised during 2026.
k) Called up share capital
Disclosure in respect of the Company’s share capital are provided in note 4.3 “Share capital and reserves” of the Group’s consolidated
financial statements.
Options over shares of the Company have been granted to employees of the Company under various plans. Details of the terms and conditions of
each share-based payment plan are given in the Annual Report on Remuneration on pages 51 to 75 and note 5.3 “Share-based payments” of the
Group’s consolidated financial statements.
l) Cash flow hedge reserve
As described in note 4.2 “Financial instruments” of the Group’s consolidated financial statements, the Company hedges the variability in cash flows
of a proportion of its floating rate borrowings. This reserve records the effective portion of the cumulative net change in the fair value of derivative
financial instruments where they are designated in cash flow hedge relationships.
m) Other reserves
Other reserves of £58.8 million represent the reduction of the share premium account; £22.7 million in 1989 and £37.3 million in 1995 less £16.0
million of share repurchases in 1995; a capital redemption reserve of £1.6 million created on the repurchase and subsequent cancellation of 885,000
ordinary shares by the Company in 1999; and £13.2 million in relation to a merger reserve.
On 5 November 2024, the Company purchased 7,922 ordinary shares of 20 pence each to eliminate new issue shares tied to a US share plan over
which options were exercised during 2024. All these purchased ordinary shares were cancelled and a transfer of £1,584 was made from share capital
to the capital redemption reserve.
n) Related party transactions
The Company has identified a related party relationship with its Board, the Videndum Group Pension Scheme and Executive Directors as disclosed in
the Remuneration report and note 5.5 “Related party transactions” of the Group’s consolidated financial statements. There are no other related
party transactions to disclose.
o) Post balance sheet events
See note 5.7 “Subsequent events” of the Group’s consolidated financial statements.
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Annual Report and Accounts 2025
Glossary of Alternative Performance Measures (“APMs”) – Unaudited
The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with
additional helpful information and enable an alternative comparison of performance over time.
The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact
upon IFRS measures, to aid the user in understanding the activity taking place across the Group’s businesses. APMs are used by the Directors and
Management for performance analysis, planning, reporting and incentive purposes. Where relevant, further information on specific APMs is provided
in each section below.
The APMs refer to continuing operations. On 9 April 2025 the Group sold its investment in the Amimon business. As such, 2024 comparatives have
been re-presented. See note 3.4 “Discontinued operations” and note 3.5 “Disposal of net assets and business”.
APM
Closest equivalent
IFRS measure Definition and purpose
Income Statement measures from continuing operations
Adjusted revenue Revenue Calculated as revenue before adjusting items.
The table below shows a reconciliation:
See note 2.1 “(Loss)/profit before tax (including segmental information)”.
2025
£m
2024
£m
Revenue 228.3 280.7
Adjusting items in revenue (0.6) –
Adjusted revenue 227.7 280.7
Adjusted gross profit Gross profit Calculated as gross profit before adjusting items.
The table below shows a reconciliation:
See note 2.1 “(Loss)/profit before tax (including segmental information)”.
2025
£m
2024
£m
Gross profit 72.3 92.3
Adjusting items in revenue (0.6) –
Adjusting items in cost of sales 5.4 1.0
Adjusted gross profit 77.1 93.3
Adjusted gross profit margin None Calculated as adjusted gross profit divided by adjusted revenue.
Adjusted operating expenses Operating expenses Calculated as operating expenses before adjusting items.
The table below shows a reconciliation:
See note 2.1 “(Loss)/profit before tax (including segmental information) –
operating expenses”.
2025
£m
2024
£m
Operating expenses 134.1 177.7
Adjusting items in operating expenses (37.6) (65.3)
Adjusted operating expenses 96.5 112.4
Adjusted operating loss Loss before tax Calculated as Loss before tax, before net finance expense, and before adjusting items.
This is a key management incentive metric.
Adjusting items include non-cash charges such as amortisation of intangible assets that are
acquired in a business combination, impairment of disposed entities or groups of asset(s)
and effect of fair valuation of acquired inventory and property, plant and equipment. Cash
charges include items such as transaction costs, earnout, retention and deferred payments,
and significant costs relating to the integration of acquired businesses.
The table below shows a reconciliation:
See note 2.2 “Adjusting items”.
2025
£m
2024
£m
Loss before tax (70.0) (91.3)
Net finance expense 16.1 6.8
Adjusting items in operating (loss)/profit 38.5 66.3
Adjusted operating loss (15.4) (18.2)
Strategic Report Corporate Governance Financial Statements
157
APM
Closest equivalent
IFRS measure Definition and purpose
Income Statement measures from continuing operations continued
Adjusted operating
loss margin
None Calculated as adjusted operating (loss)/profit divided by adjusted revenue. Progression in
adjusted operating margin is an indicator of the Group’s operating efficiency.
Adjusted earnings
before interest, tax,
depreciation, amortisation
and impairment, and one-off
charges (“Adjusted EBITDA”)
Operating loss Calculated as adjusted operating loss before depreciation, amortisation, and impairment
of fixed assets, and one-off charges. One-off charges represent non-cash items,
predominantly related to one-off inventory provision charges made in H2 2024.
See “Adjusted operating cash flow” below for a reconciliation.
Adjusted EBITDA margin None Calculated as adjusted EBITDA divided by adjusted revenue.
Adjusted loss before tax Loss before tax Calculated as Loss before tax, before adjusting items. This is a key management
incentive metric and is a measure used within the Group’s incentive plans as set out in the
Remuneration report.
See Consolidated Statement of Profit or Loss for a reconciliation.
Adjusted (loss)/profit
after tax
Loss after tax Calculated as (loss)/profit after tax before adjusting items.
See Consolidated Income Statement and note 2.5 “Earnings per share” for a reconciliation.
Adjusted basic earnings
per share
Basic earnings
per share
Calculated as adjusted profit after tax divided by the weighted average number of ordinary
shares outstanding during the period. This is a key management incentive metric and is a
measure used within the Group’s incentive plans as set out in the Remuneration report.
See note 2.5 “Earnings per share” for a reconciliation.
Adjusted other income Other income Calculated as other income before adjusting items.
The table below shows a reconciliation:
See note 2.1 “Loss before tax (including segmental information) – operating expenses”.
2025
£m
2024
£m
Other income 7.9 0.9
Adjusting items in other income – profit on disposal of net assets
of JOBY (3.9) –
Adjusted other income 4.0 0.9
Cash flow measures from continuing operations
Free cash flow Net cash from
operating activities
Net cash from operating activities after proceeds from property, plant and equipment
and software, purchase of property, plant and equipment, and capitalisation of software
and development costs. This measure reflects the cash generated in the period that is
available to invest in accordance with the Group’s capital allocation policy.
See “Adjusted operating cash flow” below for a reconciliation.
See “Five Year Financial Summary” on page 161.
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Annual Report and Accounts 2025
APM
Closest equivalent
IFRS measure Definition and purpose
Adjusted operating cash flow Net cash from
operating activities
Free cash flow before payment of interest, tax, restructuring, integration and other
costs, retention bonuses and transaction costs relating to the acquisition of businesses,
and before proceeds from sale of impaired inventory. This is a measure of the cash
generation and working capital efficiency of the Group’s operations.
2025
£m
2024
£m
Loss for the period from continuing operations (71.7) (135.4)
Add back:
Taxation and net finance expense 17.8 50.9
Adjusting items in operating (loss)/profit 38.5 66.3
Adjusted operating loss (15.4) (18.2)
Depreciation 12.2 12.7
Amortisation of purchased software and capitalised development
costs 6.5 7.3
Impairment of property, plant and equipment, and capitalised
development costs 6.7 9.2
Exclude impairment charges of fixed assets included in adjusting
items (1.0) (5.2)
One-off charges – 14.3
Adjusted EBITDA 9.0 20.1
Decrease in adjusted trade working capital
1
8.1 7.8
(Increase)/decrease in adjusted non-trade working capital
1
(0.4) 2.2
Decrease in adjusted provision
1
(1.6) (0.1)
– Net (gain)/loss on disposal of property, plant and equipment and
software (0.1) 0.3
– Fair value losses on derivative financial instruments 0.1 0.1
– Foreign exchange (gains)/losses (0.3) 0.2
– Share-based payments 2.3 2.2
– Proceeds from sale of property, plant and equipment and
software 0.3 2.7
– Add back proceeds from property held for sale previously – (2.5)
Purchase of property, plant and equipment (7.2) (7.8)
Purchase of software and payment of development costs (4.9) ( 7.6)
One off R&D expenditure – (1.0)
Adjusted operating cash flow 5.3 16.6
Interest paid (19.1) (10.3)
Interest received 0.6 0.2
Tax received 2.7 0.7
Proceeds from property held for sale previously – 2.5
Restructuring and other adjusting items (12.8) (4.2)
Retention bonuses (0.1) (1.2)
Transaction costs relating to disposals (0.2) –
Free cash outflow (23.6) 4.3
Deduct interest received from financing activities (0.6) (0.2)
Proceeds from sale of property, plant and equipment and software (0.3) (2.7)
Purchase of property, plant and equipment 7.2 7.8
Purchase of software and payment of development costs 4.9 7.6
Net cash (used in)/from operating activities (12.4) 16.8
1 See “Adjusted trade working capital movement” and “Adjusted non-trade working capital movement” and
“Adjusted provision movement” below for a reconciliation.
Glossary of Alternative Performance Measures (“APMs”) continued
Strategic Report Corporate Governance Financial Statements
159
APM
Closest equivalent
IFRS measure Definition and purpose
Cash flow measures from continuing operations
Decrease in adjusted trade
working capital
None The decrease in adjusted trade working capital includes movements in inventories, trade
debtors and trade creditors, excluding movements relating to adjusting items.
2025
£m
2024
£m
Decrease in inventories
18.8 12.5
(Increase)/decrease in trade receivables (6.6) 8.2
(Decrease)/increase in trade payables (1.4) 1.2
Decrease in trade working capital 10.8 21.9
Discontinued operations 0.7 (0.7)
One-off other charges – (13.3)
Deduct inflows from Adjustments for integration, restructuring
and other costs (3.4) (0.1)
Decrease in adjusted trade working capital 8.1 7.8
(Increase)/decrease
in adjusted non-trade
working capital
None The (increase)/decrease in adjusted non-trade working capital includes movements in
other debtors, other creditors and contract assets/liabilities, excluding movements
relating to adjusting items.
2025
£m
2024
£m
(Increase)/decrease in other receivables and contract assets (2.4) 2.9
Increase/(decrease) in other payables and contract liabilities 4.5 (0.9)
(Increase)/decrease in non-trade working capital 2.1 2.0
Discontinued operations – (0.6)
Deduct inflows from adjustments for restructuring and other costs,
transaction costs relating to acquisition of businesses, and
retention bonuses (2.5) 0.8
(Increase)/decrease in adjusted non-trade working capital (0.4) 2.2
(Decrease)/increase in
adjusted provisions
(Decrease)/increase
in trade provisions
The decrease/(increase) in adjusted provisions excludes movements relating to
adjusting items.
2025
£m
2024
£m
(Decrease)/increase in trade provisions (7.6) 6.3
Discontinued operations 1.7 0.2
Adjustments for restructuring costs 4.3 (6.6)
Decrease in adjusted provisions (1.6) (0.1)
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APM
Closest equivalent
IFRS measure Definition and purpose
Other measures from continuing operations, excluding previously discontinued operations
Return on capital employed
(ROCE)
None ROCE is calculated as annual adjusted operating profit for the last 12 months divided
by the average total assets (excluding defined benefit pension asset and deferred tax
assets), current liabilities (excluding current interest-bearing loans and borrowings),
and non-current lease liabilities.
The average is based on the opening and closing of the 12-month period.
See “Five Year Summary”.
2025
£m
Adjusted operating profit for the last 12 months (15.4)
Capital employed at the beginning of the year 202.2
Capital employed at the end of the year 143.1
Average capital employed 172.7
Adjusted ROCE % (8.9%)
Organic revenue None Organic revenue is revenue from existing business, and not from new mergers
and acquisitions.
Organic adjusted
operating profit
None Organic adjusted operating profit is adjusted operating profit from existing business,
and not from new mergers and acquisitions.
Organic growth None Organic growth is the growth achieved year-on-year from existing business, and not
from new mergers and acquisitions.
Constant currency None Constant currency variances are derived by calculating the current year amounts at the
applicable prior year foreign currency exchange rates, excluding the effects of hedging in
both years.
Revenue growth is represented on a constant currency basis as this best represents the
impact of volume and pricing on revenue growth.
Organic revenue
at constant currency
None Calculated as organic revenue at constant currency.
The table below shows a reconciliation:
See “Consolidated Statement of Profit or Loss”
See “Constant currency”, “Organic revenue” and “Organic growth” above for definitions.
2025
£m
2024 organic revenue 280.7
2025 organic revenue 228.3
Exclude effects of foreign currency exchange rates:
Translational effects 4.9
Transactional effects 1.9
Organic revenue at constant currency 235.1
Organic growth at constant currency % (16%)
Cash conversion None Calculated as adjusted operating cash flow divided by adjusted operating profit.
Glossary of Alternative Performance Measures (“APMs”) continued
Strategic Report Corporate Governance Financial Statements
161
Five Year Financial Summary
Years ended 31 December
Continuing operations Continuing and discontinued operations
2025
£m
2024
£m
2023
3
£m
2025
£m
2024
4
£m
2023
3
£m
2022
£m
2021
1,2
£m
Continuing operations 228.3 280.7 306.9 228.3 280.7 306.9 442.5 394.3
Discontinued operations – – – 0.5 2.9 8.1 8.7 –
Revenue 228.3 280.7 306.9 228.8 283.6 315.0 451.2 394.3
Continuing operations (15.4) (18.2) 13.3 (15.4) (18.2) 13.3 66.2 46.2
Discontinued operations – – – – – (6.3) (6.2) –
Adjusted operating profit (15.4) (18.2) 13.3 (15.4) (18.2) 7.0 60.0 46.2
Adjusted net interest on interest-bearing loans and
borrowings (15.5) (10.1) (13.7) (15.5) (10.1) (13.7) (7.5) (3.2)
Interest on lease liabilities (1.3) (1.5) (1.5) (1.3) (1.5) (1.5) (1.5) (1.0)
Other net financial income 0.7 4.8 3.7 0.7 4.8 3.6 3.0 0.4
Adjusted (loss)/profit before tax (31.5) (25.0) 1.8 (31.5) (25.0) (4.6) 54.0 42.4
Cash generated from operating activities 4.0 26.4 16.9 4.0 26.4 16.9 65.3 65.7
Discontinued operations – – – (3.8) (3.9) (7.1) – –
Interest paid (19.1) (10.3) (15.3) (19.1) (10.3) (15.4) (9.4) (4.5)
Tax received/(paid) 2.7 0.7 (10.4) 2.6 0.5 (10.5) (7.2) (6.5)
Net cash from/(used in) operating activities (12.4) 16.8 (8.8) (16.3) 12.7 (16.1) 48.7 54.7
Interest received 0.6 0.2 – 0.6 0.2 – – –
Net capital expenditure on property, plant and
equipment, software and development costs (11.8) (12.7) (15.0) (11.8) (12.8) (18.3) (20.2) (21.6)
Free cash flow (23.6) 4.3 (23.8) (27.5) 0.1 (34.4) 28.5 33.1
Capital employed
Total assets 228.8 346.3 451.3 228.8 346.3 451.3 554.2 441.1
Current liabilities (188.9) (118.8) (65.7) (188.9) (118.8) (65.7) (146.4) (116.5)
Total assets less current liabilities 39.9 227.5 385.6 39.9 227.5 385.6 407.8 324.6
Less defined benefit asset (3.8) (4.1) (4.2) (3.8) (4.1) (4.2) (3.9) –
Less deferred tax assets (0.8) (0.7) (55.4) (0.8) (0.7) (55.4) (53.2) (33.6)
Add the current portion of interest-bearing liabilities 127.8 0.2 0.2 127.8 0.2 0.2 36.0 13.2
Less non-current lease liabilities (20.0) (23.3) (28.4) (20.0) (23.3) (28.4) (28.8) (24.6)
143.1 199.6 297.8 143.1 199.6 297.8 357.9 279.6
Exclude discontinued operations:
Less total assets – (2.8) (12.3) – – – – –
Add current liabilities – 5.1 3.6 – – – – –
Add non-current lease liability – 0.3 – – – – – –
143.1 202.2 289.1 143.1 199.6 297.8 357.9 279.6
Statistics
Adjusted operating (loss)/profit (%) (6.7) (6.5) 4.3 (6.7) (6.4) 2.2 13.3 11.7
Adjusted effective tax rate (%) n/a n/a n/a n/a n/a n/a 23.2 24.3
Adjusted basic earnings per share (p) (5,716) (17.9) 9.5 (5,716) (17.9) (23.0) 90.1 69.9
Statutory basic earnings per share (p) (14,230) (143.5) (24.4) (13,615) (155.8) (157.5) 71.4 56.4
Dividends per share (p) – – – – – – 40.0 35.0
ROCE (%) (8.9) (7.4) 4.5 (6.2) (7.3) 2.1 18.8 18.0
Year-end mid-market share price (p) 13 146 348 13 146 348 1,078 1,420
1 Capital employed was restated in these years for the exclusion of deferred tax assets, and changes to IFRS 16 “Leases” in 2020.
2 In 2022, the process to measure the fair values of the assets and liabilities acquired was completed in respect of the Savage acquisition. The 2021 Balance Sheet was adjusted to reflect a decrease in
goodwill of £0.7 million as a result of adjustments increasing deferred tax assets by £0.5 million, increasing acquired intangible assets by £0.3 million, and increasing other creditors by £0.1 million.
3 For the year ended 31 December 2024, resulting from an application of accounting policy choice, the Group has presented £0.6 million legal expenses relating to the Quasar acquisition as an adjusting
item. The comparative figures for the year ended 31 December 2023 have been restated accordingly in the Consolidated Statement of Profit or Loss and related notes for an amount of £0.5 million.
There is no impact on the Group’s net assets.
4 In 2024, the Syrp business was being wound down and in addition, the decision was made to no longer proceed with the disposal of Amimon. The results of both Syrp and Amimon were disclosed as an
adjusting item within continuing operations. In the year ended 31 December 2025, the Group sold its investment in the Amimon business on 9 April 2025. As a result, the comparative figures of both Syrp
and Amimon for the year ended 31 December 2024 have been reclassified from that of continuing operations where the results were disclosed as an adjusting item, to that of discontinued operations.
Videndum plc
162
Annual Report and Accounts 2025
Shareholder Information
Shareholder information
The Investors section of the Group website, videndum.com, contains
detailed information on news, key financial information, Annual
Reports, financial calendar, share price information, dividends and
key contact details. The following is a summary and readers are
encouraged to view the website for more detailed information.
Shareholder enquiries
The Company’s Registrar is Equiniti Limited.
Equiniti provides a range of services to shareholders.
Extensive information including many answers to
frequently asked questions can be found online.
Use the QR code to register for FREE
at shareview.co.uk
Equiniti’s registered address is:
Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
Alternatively you can contact the Group Company Secretary either
by phone on +44 (0)20 8332 4602 or email on info@videndum.com.
Share price information
The closing mid-market price of an ordinary share of 20 pence nominal
value of Videndum plc on 31 December 2025 was 11 pence. During 2025,
the share price fluctuated between £1.00 and 11 pence. The Company’s
share price is available on our website with a 15-minute delay, and from
the Financial Times website, ft.com, with a similar delay.
Share Capital
The Company’s share capital as at 31 December 2025 comprised
103,613,404 ordinary shares of 20 pence nominal value each. At a
General Meeting held on 27 March 2026, the Company undertook a
Capital Reorganisation ahead of a Capital Raising.
Analysis of shareholdings as at 31 December 2025
Shares held
Number of
holders
% of
holders
Number of
shares
% of
shares
Up to 1,000 346 45.89% 116,584 0.11%
1,001 to 5,000 202 26.79% 476,464 0.46%
5,001 to 10,000 55 7.29% 408,680 0.39%
10,001 to 50,000 73 9.68% 1,755,037 1.69%
50,001 to 100,000 22 2.92% 1,613,748 1.56%
100,001 and over 56 7.43% 99,242,891 95.78%
Total 754 100% 103,613,404 100%
Institutions and
companies 304 40.32% 102,420,200 98.85%
Individuals
including Directors
and their families 450 59.68% 1,193,204.00 1.15%
Total 754 100% 103,613,404 100%
Share scams
Shareholders should be aware that fraudsters may try and use
high-pressure tactics to lure investors into share scams. Information on
share scams can be found on the Financial Conduct Authority’s website,
fca.org.uk/scams, or via their consumer helpline: 0800 111 6768.
Annual General Meeting
The Company’s Annual General Meeting will be on Tuesday 19 May 2026
at 14:00 held at Regal House, 70 London Road, Twickenham, TW1 3QS.
Statement interpretation
Statements and information contained within this report refer to
forward looking statements, including, but not limited to, expectations,
objectives, targets, goals, strategies,performance, future revenue,
future goals relating to financial position and future operations and
development. Videndum plc believes that such expectations and opinions
are reasonable, fair and balanced, however no assurance can be given.
By nature, these statements are subject to several known and unknown
risks, uncertainties and contingencies, making the actual result differ
from those stated within this report. Nothing in this report should be
construed as a profit forecast.
Videndum plc
William Vinten Building
Easlea Road
Bury St Edmunds
IP32 7BY
United Kingdom
telephone: +44 (0)20 8332 4602
info@videndum.com
videndum.com
Registered in England and Wales (no. 00227691)
Strategic Report Corporate Governance Financial Statements
163
Notes
Videndum plc
164
Annual Report and Accounts 2025
Notes
CBP035474
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Videndum plc
William Vinten Building
Easlea Road
Bury St Edmunds
IP32 7BY
United Kingdom
t +44 (0)20 8332 4602
info@videndum.com
videndum.com