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Directors\u2019 Remuneration report

The Directors\u2019 Remuneration report has been prepared in accordance with the relevant provisions of the Listing Rules, Section 421 of the Companies Act 2006 and Schedule 8 to the Large and medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

Implementation of Directors\u2019 Remuneration Policy in 2026

A resolution to approve the new Remuneration Policy will be proposed at the 2026 Annual General Meeting. A summary of how the Remuneration Policy will be implemented in 2026 has been set out below.

Executive Directors

Element and purpose/link to strategy

Implementation for 2026

Salary

Positioned at a level needed to recruit and retain Executive Directors of the calibre required to develop and deliver the business strategy.

The base salaries for the Group CEO and Group CFO will be increased in line with the base salary increases for the wider workforce on 1 April 2026, expected to be 3.5%.

Benefits

Provide market-competitive benefits for the Executive Directors, to assist in carrying out their\u00a0duties effectively.

Benefits to be provided in line with the approved Remuneration Policy.

Retirement benefits

Provide competitive post-retirement benefits and\u00a0reward sustained contribution.

All Executive Directors receive an employer pension contribution of 7%, aligned with the wider UK\u00a0workforce.

Annual bonus

Incentivise Executive Directors to achieve specific financial and predetermined strategic goals aligned with the Group\u2019s annual business plan.

Deferred proportion of annual variable pay provides a retention element and alignment with\u00a0shareholders.

Maximum opportunity \u2013 Group CEO up to 150% of salary; Group CFO up to 100% of salary.

For 2026, the bonus will be assessed against the following measures for all Executive Directors:

Measure

Weighting

Profit before tax

60%

Net working capital as a percentage of sales

10%

Individual objectives

20%

Environmental, social and governance (ESG)

10%

The portion of the annual bonus based on financial measures is 70% of maximum.

An underpin will apply that enables the Committee to adjust the bonus outcome in cases where: (i) safety performance is considered to have reduced to unacceptable levels, and/or (ii) the formulaic out-turn does not produce a result that fairly reflects overall performance.

The underlying performance targets for these measures have not been disclosed in advance as they are considered to be commercially sensitive. Underlying targets will be provided, where appropriate, in\u00a0next year\u2019s Directors\u2019 Remuneration report.

The Group CEO and Group CFO are actively working towards meeting their shareholding requirement of 200% of salary. They will continue to be required to defer one-third of their annual bonus for three years until the 200% of salary shareholding guideline has been achieved.

Element and purpose/link to strategy

Implementation for 2026

Long-Term Incentive Plan (LTIP)

To incentivise the delivery of long-term sustainable operational performance and the growth potential of the Group.

To align interests of Executive Directors and\u00a0shareholders.

To attract and retain executives of the calibre required to drive the Group\u2019s long-term strategic ambitions.

The maximum core LTIP award will be 150% of salary and will be subject to the following performance conditions:

Measure

Weighting

Threshold1,2

Maximum1

EPS growth

45%

5% p.a. compound growth

15% p.a. compound growth

Relative TSR

35%

Median

Upper quartile

ROACE

15%

17%

20%

ESG

5%

8%

10%

1\u00a0 \u00a0 Straight-line vesting occurs between threshold and maximum.

2\u00a0 \u00a0Threshold results in 20% vesting.

3\u00a0 \u00a0In line with the approach for the previous LTIP awards, the EPS targets have been set based on a constant tax rate. The\u00a0Committee retains the discretion to override this where it considers it appropriate.

4\u00a0 \u00a0Relative to the constituents of the FTSE SmallCap Index excluding investment trusts, measured on ranked basis and based on a three-month averaging period prior to the start and end of the performance period.

5\u00a0 \u00a0The ROACE targets set out above do not reflect the investment to be made in the new manufacturing and innovation facilities in Vietnam and South Korea. The Committee will review these targets in due course to ensure that performance is assessed on a fair and\u00a0consistent basis with the stretch envisioned and intended at the time of grant.

As set out in the Remuneration Committee Chair\u2019s letter, for 2026 a one-off transformation mechanism will apply alongside the existing LTIP. The one-off transformation mechanism is only activated to the extent that the core LTIP targets are achieved. This will operate as a multiplier to the core LTIP award (that vests at the end of the three-year performance period) based on the achievement of absolute TSR. Executives will only receive value from this additional element if significant shareholder value is delivered.

Participant

Multiplier on core award that vests

Absolute TSR growth1

Implementation

Threshold

Group CEO and
Group CFO

x 1.0

10% p.a. growth

If TSR growth is 10% p.a. or less there would be no change in the vesting of the core award.

Maximum

Group CEO

x 2.0

25% p.a. growth

If TSR growth is 25% p.a. or more, the maximum multiplier will be applied to the core award.

Threshold

x 1.8

1\u00a0 \u00a0Absolute TSR growth will be based on a three-month averaging period prior to the start and end of the performance period.

As set out above, the maximum award for 2026 is therefore 300% of salary for the Group CEO (i.e. 150% of salary core award x 2.0 multiplier) and 270% of salary for the Group CFO (i.e. 150% salary core award x 1.8 multiplier). The maximum award requires the core award to vest at maximum and 25% p.a. if TSR growth is delivered. This will prevent absolute TSR rewarding management for wider market movements.

An underpin condition will also apply where the Committee may reduce the outcome of any vesting if it considers that transformation has not been delivered in a responsible and disciplined way. Any reduction via the underpin will be determined at the Committee\u2019s discretion.

Shareholding requirement and post\u2011cessation shareholding policy

Aligns the interests of Executive Directors and\u00a0shareholders.

Executive Directors are required to hold shares in the Company equivalent to 200% of base salary.

Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Non-Executive Directors

The Remuneration Committee undertook a comprehensive review of the Group Chair fees, while the Group Chair and Executive Directors reviewed Non-Executive Director fees. Taking into account market benchmarks for companies of a similar size and complexity, and the time commitment required, it was agreed that the fees should be increased. These are detailed below.

Purpose and link to strategy

Implementation for 2026

Non-Executive Director fees

The Board Chair and Non-Executive Director base fee will be increased in line with the base salary increases for the wider workforce on 1 April 2026 by 3.5%. No increase is being made to the fee for chairing a Committee. The following fees will therefore apply effective 1 April 2026:

Group Chair fee: \u00a3171,551

Non-Executive Director base fee: \u00a355,414

Fee for chairing a Committee: \u00a310,000

Single total figure of remuneration (audited)

The following tables set out the single total figure for remuneration for Directors for the 2025 and 2024 financial years.

Executive Directors

Salary

(\u00a3)

Benefits

(\u00a3)

Matching

Shares3

(\u00a3)

Bonus

(\u00a3)

LTIP3,4

(\u00a3)

Pension

(\u00a3)

Total

fixed pay

(\u00a3)

Total

variable pay

(\u00a3)

Total

(\u00a3)

R Cox










2025

440,186

16,001

519

443,415

\u2013

30,813

487,565

443,415

930,934

2024

321,638

36,875

108

267,203

\u2013

22,515

381,136

267,203

648,339

N Wright1










2025

81,897

3,648

\u2013

75,000

\u2013

14,813

100,358

75,000

175,358

2024

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

G McGrath2










2025

286,300

15,077

519

237,930

241,028

36,461

338,407

478,958

817,315

2024

275,000

14,864

398

206,080

208,952

34,247

324,509

415,032

739,541

1 \u00a0 \u00a0N Wright joined the Company and the Board on 22 September 2025 as Group CFO Designate. The single total figure of remuneration data is calculated for the entire period of employment from 23 September 2025 to 31 December 2025.

2\u00a0 \u00a0G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. The single total figure of remuneration data is calculated for the period he was a member of the Board, from 1 January 2025 to 31 October 2025. The remuneration he received from 1 November 2025 to 31 December 2025 is disclosed in the Payments made to past Directors section.

3\u00a0 \u00a0The values for Matching Shares and the LTIP have been calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06. The value of the LTIP attributable to share price appreciation for G McGrath was \u00a37,232.

4\u00a0 \u00a0The LTIP value has been restated to reflect the actual share price of \u00a32.58 on the date of vesting, 29 April 2025. The figure disclosed in the 2024 single figure table was based on an estimate, using the three-month average share price to 31 December 2024 of \u00a33.59. There is no share price appreciation attributable to the LTIP value as the share price at grant was greater than \u00a32.58.

Under the rules of the LTIP, participants may also receive an award of shares in lieu of the value of dividends paid over the vesting period on vested shares (paid at the end of the holding period). For the 2023 LTIP this was 3,687 shares for G McGrath with a valuation of \u00a314,976, calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

Non-Executive Directors1,2,3,4,5

Fees paid in respect

of 2025

(\u00a3)

Fees paid in respect

of 2024

(\u00a3)

J Carling

52,193

47,363

J Clarke

9,744

\u2013

L Drummond

161,762

147,350

D Robertson

61,699

55,256

M Swift

61,699

55,256

C Wall

52,193

47,363

1\u00a0 \u00a0 \u00a0Non-Executive Directors who also chair a Board Committee receive an additional fee.

2\u00a0 \u00a0The Non-Executive Directors excluding the Company Chair received a fee increase to \u00a353,540 p.a. effective 1 April 2025, Committee Chairs received an increase in additional fees to \u00a310,000 p.a.. and the Company Chair received an increase to \u00a3165,750 p.a.

3\u00a0 \u00a0The Non-Executive Directors' and the Company Chairs' fees will be increased to the following level effective 1 April 2026:
Group Chair: \u00a3171,551
Non-Executive Directors: \u00a355,414
Committee Chairs: \u00a310,000

4\u00a0 \u00a0J Clarke joined the Board on 28 October 2025 and thus did not receive any remuneration in 2024.

5\u00a0 \u00a0D Robertson retired from the Board on 31 December 2025.

Notes to the table (audited)

Base salary

As at 31 December 2025, the base salary for R Cox was \u00a3443,415 p.a. (\u00a3430,500 p.a. as at 31 December 2024).

As at 31 December 2025, the base salary (before salary sacrifice) for N Wright was \u00a3300,000 p.a. (N Wright joined the Company on 22 September 2025 and there is therefore no comparative figure for 2024).

G McGrath resigned from the Board and the position of CFO as of 31 October 2025, at which time his base salary (before salary sacrifice) was \u00a3288,400 p.a. (\u00a3280,000 p.a. as at 31 December 2024).

Pension contributions

The Company operates a Defined Contribution Pension Scheme (the \u201cDC Scheme\u201d) or a cash contribution equivalent. When participating in the DC Scheme, individuals may elect to enter a salary sacrifice arrangement, whereby their salary is reduced, and the Company makes a corresponding contribution into the DC Scheme.

R Cox receives a cash contribution in lieu of pension contributions of 7% of salary. G McGrath and N Wright opted for the salary sacrifice arrangement of 7% of salary and the amounts shown for their base salary are before salary sacrifice. Similarly, the amounts shown for the pension element of total remuneration include the amounts of salary that were sacrificed.

Benefits

Benefits include a company car allowance, private medical insurance, the value of the Matching Shares (at dates when awarded) acquired during the year under the Share Incentive Plan (SIP).

Annual bonus 2025 \u2013 targets and out-turns

The targets for the annual bonus for 2025 for R Cox, N Wright and G McGrath are as set out in the table below:

Weighting (% max)

Targets

Pay-out

Measure

R Cox

N Wright

G McGrath

Threshold

(20%)

Maximum

(100%)

Performance

achieved

R Cox

N Wright

G McGrath

Profit before tax

60%

60%

60%

\u00a319.5m

\u00a321.5m

\u00a321.5m

100%

100%

100%

Net working capital as a percentage
of sales

10%

10%

10%

33.1%

30.1%

25.2%

100%

100%

100%

ESG: Reduce SEC from 5.19 to
5.09 kWh/kg

10%

10%

10%


5.19kWh/kg

5.09kWh/kg

4.94Wh/kg

100%

100%

100%

Individual

20%

20%

20%


See below

See below

See below

20.0%

20.0%

18.8%

Total

100%

100%

100%


NA

NA

NA

100%

100%

98.8%

1\u00a0 \u00a0 \u00a0N Wright joined the Company and the Board on 23 September 2025 and his bonus has been pro-rated from his date of joining the Company to 31 December 2025.

2\u00a0 \u00a0 G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. His bonus was pro-rated to reflect the period of employment as a Director. The amount in the single figure table shows the portion of his bonus received for the period he was a Director, and the remainder is disclosed in the Payments made to past Directors section.

The table below sets out the targets and performance for the Executive Directors.

Strategic financial metrics \u2013 R Cox, N Wright and G McGrath

Weighting (% of total bonus)

Scoring

Measure

R Cox

N Wright

G McGrath

Objective

Performance

R Cox

N Wright

G McGrath

Strategy launch and shareholder engagement

5%

NA

NA

Present and drive the new strategy, starting with the Capital Markets Day, and reinvigorate the Zotefoams investment case, followed by shareholder engagement to drive up the share price.

Achieved

5%

NA

n/a

Vietnam delivery

5%

NA

NA

Confirm and complete (vs timeline) Project Crystal implementation including new close-to-customer footwear strategy, Vietnam/Korea expansion and build of associated innovation centres.

Achieved

5%

NA

n/a

Group restructuring execution

5%

5%

5%

R Cox

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework.

N Wright and G McGrath

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework and tax efficiency.
  • Reconfigure and embed new financial reporting structure to support revised corporate architecture and embed ARK reporting across all parts of the business.
  • Complete MEL (finance and tax) clean-up activities.
  • Establish fully compliant and operational financial, tax, and legal frameworks in Vietnam and Korea, including all required regulatory approvals and reporting structures.

Achieved

5%

5%

5%

M&A growth delivery

5%

5%

5%

R Cox

Drive strategic growth through successful M&A execution, delivering a minimum of one acquisition and building a robust opportunity pipeline across all regions (North America, EMEA and South/Southeast Asia).

N Wright

Complete the acquisition of OKC.

G McGrath

Drive strategic growth through completion (SPA completed) of a minimum of one acquisition aligned with Group objectives.

Achieved

5%

5%

5%

Deliver new finance facility

NA

5%

NA

Establish new finance facility to support five-year plan and M&A.

Achieved

NA

5%

n/a

Finance & IT transformation

NA

NA

5%

Successfully deliver all Finance and IT components of the \u00a34m Group transformation programme, including implementation of enhanced risk management framework, per the work carried out by the Internal Auditor.

Achievement of identified cost and efficiency targets across the finance and IT teams, meeting all project milestones on schedule and maintaining positive employee relations with no disruption due to legal cases.

Partially achieved

NA

NA

3.8%

Deliver five-year plan

NA

5%

NA

Update and review the five-year plan and budget for approval by the Board.

Achieved

n/a

5%

n/a

Provision 29 readiness

NA

NA

5%

Ensure Zotefoams is ready to meet Provision 29 of the 2024 UK Corporate Governance Code on internal control reporting by year end.

Achieved

NA

NA

5%

The annual bonus was based on base salary before salary sacrifice. The maximum opportunity for the bonus was 100% of salary. 33% of the bonus is deferred into shares held in trust for three years under the DBSP. Full details of the operation of the DBSP are set out in the Directors\u2019 Remuneration Policy.

2025

Cash bonus (\u00a3)

Deferred bonus (\u00a3)

Total bonus (\u00a3)

R Cox

297,089

146,326

443,415

N Wright1

50,250

24,750

75,000

G McGrath1

159,414

78,516

237,930

1 \u00a0 \u00a0Figures for N Wright and G McGrath shown above reflect pro-rated amounts aligned to the single figure table.

In assessing whether the outcome generated by the annual bonus was fair in the context of broader performance, the Committee took into account the underlying financial performance of the Group and the wider stakeholder experience (including, but not limited to, the shareholder experience) over the course of the year. As\u00a0set out above, significant progress has been made over the year to set Zotefoams up to deliver long-term sustainable success and the Committee felt that the formulaic outcome was an appropriate reflection of performance delivered. It has, therefore, not exercised any further discretion in relation to incentive outcomes during the year.

LTIP

The 2023 LTIP award was subject to four performance conditions measured over the three financial years ended 31 December 2025: 30% of the award was subject to relative TSR against the FTSE SmallCap Index (excluding investment trusts), 45% of the award was subject to an EPS growth target, 15% of the award was subject to a ROACE growth target and 10% of the award was subject to a sustainable product development target. Performance is measured over a three-year period and the restricted shares will be released to the participant after two years, to the extent that TSR, EPS, ROACE and sustainability targets over the period have been met, together with additional shares that represent the dividends that would have been paid during the performance period on the restricted shares that have been released.

The total award vesting is the sum of the awards for TSR, EPS, ROACE and sustainability targets. Where performance is below the threshold point for any performance condition, then no part of the award vests in relation to that performance condition. Between the threshold point and the maximum, the award vests on a sliding scale basis.

The table below summarises the performance criteria for the 2023 award, which is due to vest on 29 April 2026.

Threshold1

Maximum (100%)

Performance

target

% of award

vesting

Performance

target

% of award

vesting

Achievement

Level of vesting

(% maximum)

Relative TSR performance

Median performance against peer group

6%


Upper quartile performance against peer group

30%

Ranked between median and upper quartile performance against peer group (41.8% and ranked 40th)

16.17%

Adjusted EPS2

5% per annum (23.61p)

9%


15% per annum (31.01p)

45%

33.93p2

45%

ROACE3

11%

3%

15%

15%

16.0%3

15%

Sustainable product development

4%

2%

5%

10%

1.2%

0%

Total






76.17%

1 \u00a0 \u00a0Threshold is 20% of maximum.

2\u00a0 \u00a0 Based on excluding MEL losses and adjusting for a constant tax rate of 19%.

3\u00a0 \u00a0 ROACE excludes MEL.

Based on the above level of performance, the 2023 LTIP will vest at 76.17%. The Committee considered the formulaic out-turns under the LTIP relative to Group and individual performance and determined that no discretion should be exercised.

Scheme interests granted during 2025 (audited)

The table below sets out details of scheme interests granted to the Executive Directors during 2025:

Type of award

Date of grant

Number of

shares

granted

Face value\u00b9

(\u00a3)

R Cox

Deferred bonus2
(unconditional shares)

23.04.2025

34,770

88,177

G McGrath

26,816

68,006

Type of award

Date of grant

Number of

shares

granted

Face value1

(\u00a3)

Face value

(% of salary)

Threshold for

vesting (% of

face value)

Performance

condition

End of

performance

period

R Cox

LTIP3 (conditional shares)

23.04.2024

262,272

665,123

150

20% of maximum (further details

set out below)

35% based
on\u00a0relative
TSR growth.5

45%\u00a0on adjusted

EPS\u00a0compound

growth,6 15% on

ROACE7\u00a0 and\u00a05%

on sustainable

product development.8

31.12.2027

G McGrath

47,3844

120,166

150

1\u00a0 \u00a0 Face value calculated using the five working day average share price before the grant date (\u00a32.536).

2\u00a0 \u00a0Awards vest on the third anniversary of grant. There are no performance conditions for these awards.

3\u00a0 \u00a0Award is subject to a three-year performance period and, subject to performance, is released after a two-year post-vesting holding period.

4\u00a0 \u00a0The award for G McGrath was pro-rated to reflect his period of active service during the performance period.

5\u00a0 \u00a0Relative TSR growth is measured based on Zotefoams' ranking against the FTSE SmallCap Index (excluding investment trusts). The threshold point for relative TSR performance is ranked median against the peer group, where 7% of the award will vest, to upper quartile ranking against the peer group, where the maximum of 35% of the award will vest.

6\u00a0 \u00a0Adjusted EPS is the EPS for the financial year ending 31 December 2027. The threshold point is 5% p.a. compound growth, where 9% of the award will vest, to the maximum 15% p.a. compound growth, where 45% of the award will vest. In line with the approach for previous LTIP awards, the EPS targets have been set based on a constant tax rate reflecting the significant deviation of the reported tax rate. The Committee retains the discretion to override this where it considers it appropriate.

7\u00a0 \u00a0Return on average capital employed (ROACE) is defined as operating profit before exceptional items for the year, divided by the average sum of its equity, net debt and other non-current liabilities for the beginning and end of the year. This measure excludes acquired intangible assets and their amortisation cost. The threshold point is average ROACE of 15%, where 3% of the award will vest. Maximum vesting occurs for average ROACE of 19%, where 15% of the award will vest.

8\u00a0 \u00a0Sustainable product development is defined as the development of products valued by Zotefoams\u2019 customers for their use-phase resource efficiency (defined by the Sustainability Accounting Standards Board) as a product that, through its use, can be shown to improve energy efficiency, eliminate or lower greenhouse gas (GHG) emissions, reduce raw materials consumption, increase product longevity or reduce water consumption. The threshold point is 5% of revenue, where 1% of the award will vest, to the maximum of 6% of revenue, where 5% of the award will vest.

Total pension entitlements (audited)

The Zotefoams Defined Benefit Pension Scheme (the \u201cDB Scheme\u201d) was closed to future accrual with effect from 31 December 2005. From that date, all active members ceased to accrue further benefits and became entitled to preserved pensions payable from their normal retirement age, or immediately where the member had already reached normal retirement age. While the Defined Benefit Share Scheme remains in force for legacy members, it no longer applies to any\u00a0Directors.

Payments made to past Directors (audited)

Further to the announcement on 3 March 2025, G McGrath stepped down as Group CFO and as a Director of Zotefoams with effect from 31 October 2025. He\u00a0remained an employee until 28 February 2026 and was paid his salary and provided with his contractual benefits in the usual way up to this date.

The remuneration he received for the portion of the year for which he was a Director (i.e. to 31 October 2025) is disclosed in the single figure table. The\u00a0following arrangements applied for the period from 1 November to 31 December 2025.

Salary, benefits and pension continued to be paid until 31 December 2025. This amounted to \u00a348,067 in respect of salary, \u00a32,496 in respect of benefits and \u00a36,129 in\u00a0respect of pension.

He was entitled to receive a bonus for 2025, pro-rated for the period to 31 October 2025. The performance outcomes are shown here. The value of the bonus received in relation to this period was \u00a3237,930, of which one-third is subject to deferral in the usual way. For the avoidance of doubt, G McGrath did not receive a bonus in respect of the period from 1 November to 31 December 2025.

Payments for loss of office (audited)

G McGrath

The arrangements in connection with the cessation of G McGrath stepping down as Group CFO and as a Director of Zotefoams are set out above (in the Payments to past Directors section) and below.

G McGrath did not receive any payment in lieu of notice.

The Committee exercised its discretion to determine that G McGrath was a \u201cgood leaver\u201d for the purposes of determining the treatment of his outstanding DBSP, LTIP and ASOP incentive awards. His outstanding DBSP awards were retained and will vest on their usual vesting dates with no acceleration. His outstanding LTIP awards, granted in 2023 and 2024, will vest on their usual vesting dates, pro-rated for the period to 31 October 2025 and tested for performance in the usual way.

A contribution of \u00a33,000 plus VAT was made towards his legal fees in relation to the settlement agreement.

He received no other remuneration payments or payments for loss of office as a consequence of stepping down from the Board.

He will comply with the post-employment shareholding requirement for the period of two years from ceasing to be a Director of the Company.

Statement of Directors\u2019 shareholding and share interests (audited)

In line with the Remuneration Policy adopted at the 2023 AGM, the Executive Directors are required to hold shares in the Company equivalent to 200% of base salary, with a five-year period to build up this holding from appointment to the Board. Executive Directors are expected to retain their full shareholding requirement for one year post cessation of employment and 50% for two years after leaving, unless the shares were acquired from LTIP and DBSP awards granted from 1 January 2023. If the shares were acquired from LTIP and DBSP awards granted from 1 January 2023, Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Throughout 2025, G McGrath complied with the Policy, holding 337% of base salary at 31 December 2025. R Cox and N Wright joined the Company in 2024 and 2025 respectively. As at 31 December 2025, R Cox held 104% of base salary and N Wright held 0% of salary.1

1\u00a0 \u00a0 Includes shares owned outright and interests in share incentive scheme without performance conditions. Calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

The tables below set out the Directors\u2019 interests (including those of their connected persons) in Zotefoams shares as at 31 December 2025. There were no changes in the Directors\u2019 interests between the year end and the date of this report.

Executive Directors

Shares owned outright\u00b9

Interest in

share\u00a0incentive

schemes\u00a0without

performance

conditions2

Interest in

share\u00a0incentive

schemes\u00a0with

performance

conditions3

R Cox

11,938

34,770

416,279

G McGrath

103,184

111,269

151,754

N Wright

\u2013

\u2013

\u2013

1\u00a0 \u00a0 Includes Partnership Shares, Dividend Shares and vested Matching Shares under the SIP.

2 \u00a0 Comprises: vested Company Share Option Plan awards, DBSP shares, unvested Matching Shares under the SIP, the unvested portion of the 2023 LTIP awards due to vest on 29 April 2026 and the unvested portion of the 2021 and 2022 LTIP awards.

3\u00a0 Comprises: unvested LTIP shares.

Non-Executive Directors

Shares owned outright

J Carling

3,323

L Drummond

14,723

D Robertson

7,302

M Swift

11,827

C Wall

7,936

Scheme interests (audited)

The table below provides details of the current position of outstanding awards made to the Executive Directors who served in the year under review:

Scheme1

As at

31 Dec
2024

Date of

exercise or

release

Granted

during

the year

Exercised or

released

Lapsed or

cancelled

As at

31 Dec
2025

Market

price on

exercise

date

Exercise

price

Date from

which

exercisable

Expiry

date

R Cox

LTIP (2024)

\u2013

\u2013

154,007

\u2013

\u2013

154,007

\u2013

\u2013

08.05.2027

NA

SIP2

30

\u2013

19

\u2013

\u2013

49

\u2013

\u2013

\u2013

\u2013

LTIP (2025)

\u2013

\u2013

262,272

\u2013

\u2013

262,272

\u2013

\u2013

23.04.2028

NA


DBSP (2025)

\u2013

\u2013

34,770

\u2013

\u2013

34,770

\u2013

\u2013

23.04.2028

NA

G McGrath3

CSOP

10,344

\u2013

\u2013

\u2013

\u2013

10,344

\u2013

\u00a32.90

05.04.2019

05.04.2026


LTIP (2020)

20,154

\u2013

\u2013

(20,154)

\u2013

\u2013

\u2013

\u2013

21.09.2023

NA


LTIP (2021)

53,673

\u2013

\u2013

\u2013

\u2013

53,673

\u2013

\u2013

26.04.2024

NA


LTIP (2022)

105,910

\u2013

\u2013

\u2013

(24,921)

80,989

\u2013

\u2013

29.04.2025

NA


LTIP (2023)

82,487

\u2013

\u2013

\u2013

(4,583)

77,904

\u2013

\u2013

18.04.2026

NA


LTIP (2024)

100,167

\u2013

\u2013

\u2013

(38,954)

61,213

\u2013

\u2013

08.05.2027

NA


LTIP (2025)

\u2013

\u2013

47,384

\u2013

\u2013

47,384

\u2013

\u2013

23.04.2028

NA


DBSP (2021)

2,036

\u2013

\u2013

(2,036)

\u2013

\u2013

\u2013

\u2013

29.04.2025

NA


DBSP (2022)

10,323

\u2013

\u2013

\u2013

\u2013

10,323

\u2013

\u2013

18.04.2026

NA


DBSP (2023)

19,223

\u2013

\u2013

\u2013

\u2013

19,223

\u2013

\u2013

08.05.2027

NA


DBSP (2024)

\u2013

\u2013

26,816

\u2013

\u2013

26,816

\u2013

\u2013

23.04.2028


SIP2

1,052

\u2013

140

\u2013

\u2013

1,192

\u2013

\u2013

\u2013

NA

1 \u00a0 \u00a0Details of the performance conditions applying to each LTIP award can be found in the Directors\u2019 Remuneration report for the relevant year.

2\u00a0 \u00a0Matching Shares under the SIP. Participants buy Partnership Shares monthly under the SIP. The Company provides one Matching Share for every four Partnership Shares purchased. These Matching Shares are first available for vesting three years after being awarded or on leaving if the person is considered to be a \u201cgood leaver\u201d.

3\u00a0 \u00a0G McGrath stepped down from the Board on 31 October 2025 and left the employment of Zotefoams plc on 28 February 2026. Share awards were pro-rated to 31 October 2025 as noted above in the Payments for loss of office section to reflect a reduced performance period.

Details of Directors\u2019 service contracts and appointment letters (unaudited)

The following table sets out the details of the service contracts and appointment letters for the Directors as at 31 December 2025. Copies of the Directors\u2019 service contracts and appointment letters are available for inspection at the Company\u2019s registered office.

Director

Date of current

service\u00a0contract or

appointment letter1

Unexpired terms at
31 December 2024

J Carling

1 April 2023

5 months

R Cox

2 April 2024

\u2013

N Wright

22 September 2025

\u2013

L Drummond

17 January 2023

5 months

M Swift

29 September 2023

5 months

C Wall

1 April 2023

5 months

J Clarke

28 October 2025

\u2013

1\u00a0 \u00a0 Appointment letters are currently for terms of three years. Non-Executive Directors\u2019 appointments and subsequent re-appointments are subject to annual re-election by shareholders at each AGM.

External appointments

During 2025, Executive Directors did not receive any fees from external appointments.

Change in remuneration of Group Directors and employees (unaudited)

The table below illustrates the percentage change in salary and benefits for the Group Directors from the prior years compared with the average percentage change for the UK workforce.

The employee subset consists of an average of the UK workforce for the period under review. This subset has been selected as this employee representative group is the largest group of employees within the organisation. The Non-Executive Directors receive no taxable benefits or annual bonus.

% change in

base salary

(2025 to

2024)

% change in

taxable

benefit

(2025 to

2024)

% change

in annual

bonus UK

employees

only (2025

to 2024)

% change in

base salary

(2024 to

2023)

% change

in\u00a0taxable

benefit

(2024 to

2023)

% change

in annual

bonus UK

employees

only (2024

to 2023)\u00a0

R Cox1

36.9

(56.6)

65.9

\u2013

\u2013

\u2013

G McGrath

4.1

1.4

15.5

9.0

6.2

(14.8)

J Carling

12.6

9.0

\u2013

\u2013

L Drummond2

9.8

47.9

\u2013

\u2013

D Robertson

11.7

9.7

\u2013

\u2013

M Swift2

11.7

27.2

\u2013

\u2013

C Wall

10.2

9.0

\u2013

\u2013

Average employee

8.3

(7.4)

(18.3)

1 \u00a0 \u00a0R Cox joined the Company on 2 April 2024 and the increase in base salary and bonus reflect the part-year amount in 2024. The decrease in benefits reflects the relocation allowance received in 2024 only.

2\u00a0 \u00a0L Drummond was appointed to the Board in January 2023. M Swift was appointed to the Board in September 2023. Their 2024 increases reflect the fact that they were only paid their respective fees in 2023 for part of the year.

3\u00a0 \u00a0N Wright and J Clarke have been excluded from the table as there is no prior year comparative.

The UK employees\u2019 salary review is negotiated with the unions and a 3% increase was agreed in relation to 2025. For 2026, the annual salary increase for UK employees is still pending, but will be effective 1 April 2026.

CEO pay ratio

Companies with more than 250 employees are required to publish the CEO-to-employee pay ratio. The ratio compares the total remuneration of the Group CEO against the remuneration of the median employee, and employees in the lower and upper quartiles. These pay ratios form part of the information that is provided to the Committee on broader employee pay policies and practices. The Committee has considered the pay data and concluded that the current ratio is proportionate and allows the business to retain high-calibre individuals capable of delivering the growth strategy.

The ratios set out below were calculated using the Option A methodology, which uses the pay and benefits of all UK employees as it provides the most accurate information and representation of the ratios. The employee pay data used was based on the total remuneration of all Zotefoams plc\u2019s full-time employees as at 31\u00a0December 2025. The Group CEO\u2019s total remuneration has been taken from the single total figure of remuneration for 2025, as disclosed here.

The Committee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the Group CEO and the identified employees. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors, including market practice, location, experience and performance in role. The Group CEO\u2019s remuneration package is weighted towards variable pay (including the annual bonus, LTIP and DBSP) due to the nature of the role, which means that the ratio is likely to fluctuate, depending on the outcomes of incentive plans in each year. The increase in the total pay ratio at the 25th, 50th and 75th percentiles since 2021 is due to no LTIP vesting, low annual bonus pay-out in 2021 and higher LTIP and annual bonus outcomes in both 2022 and 2023.

Year

Method

25th percentile\u00a0pay ratio

50th percentile\u00a0pay ratio

75th percentile\u00a0pay ratio

2025 \u2013 Base salary

Option A

12:1

10:1

8:1

2025 \u2013 Total pay

23:1

20:1

15:1

2024 \u2013 Total pay

30:1

25:1

19:1

2023 \u2013 Total pay

30:1

25:1

19:1

2022 \u2013 Total pay

23:1

20:1

15:1

Pay data (\u00a3\u2019000)

Base salary

Total pay

CEO\u2019s remuneration

440,186

930,980

UK employees 25th percentile

36,733

40,301

UK employees 50th percentile

42,310

47,081

UK employees 75th percentile

55,000

61,210

Historical TSR performance and Group CEO remuneration outcomes (unaudited)

The graph below compares the TSR of Zotefoams against the FTSE SmallCap Index (excluding investment trusts), which is considered the most appropriate choice of index by the Remuneration Committee due to the Group\u2019s size and membership of this index.

\"\"

Workforce alignment

While it remains important to set base salaries on a market-competitive basis reflective of the size and complexity of the business, the Committee has considered alignment of executive remuneration with workforce reward structures.

The table below illustrates the Group CEO\u2019s single figure for total remuneration, annual bonus pay-out and LTIP vesting as a percentage of maximum opportunity.

Group CEO\u2019s

single\u00a0total

figure of

remuneration

(\u00a3)

Annual

bonus pay-out
(% of maximum)

LTIP vesting

(% of maximum)

2025(R Cox)

930,980

100.0

NA

2024 (R Cox)

648,339

83.0

NA

2024 (D Stirling)

651,851

67.0

76.4

2023 (D Stirling)

1,089,0671

95.0

70.0

2022 (D Stirling)

757,851

91.6

34.7

2021 (D Stirling)

441,369

22.0

0.0

2020 (D Stirling)

491,548

28.0

23.5

2019 (D Stirling)

637,473

37.1

47.0

2018 (D Stirling)

794,905

35.1

100.0

2017 (D Stirling)

676,816

84.4

58.0

2016 (D Stirling)

497,545

55.0

37.7

2015 (D Stirling)

418,568

44.4

50.0

1\u00a0 \u00a0The Group CEO\u2019s single total figure of remuneration for 2023 has been restated.

Relative importance of spend on pay (unaudited)

The table below illustrates the year-on-year change in total Executive Directors\u2019 remuneration and Executive Directors\u2019 remuneration compared with profit after tax and distributions to shareholders for 2024 and 2023.

% change

2024/2025

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Total remuneration\u00b9

9.3%

34,238

31,324

Executive Directors\u2019 remuneration2

(21.1)%

1,924

2,132

Profit after tax

\u2013

22,639

(2,755)

Shareholder distributions3

4.8%

3,713

3,542

1 \u00a0 \u00a0Social security costs paid by the Group have been excluded from this figure.

2\u00a0 The Executive Directors\u2019 remuneration for 2024 has been restated to reflect the restated single total figure of remuneration for 2024.

3\u00a0 Shareholder distributions refer to the dividends paid during the year.

Committee role and advisers (unaudited)

The Group has established a Remuneration Committee, which is constituted in accordance with the recommendations of the UK Corporate Governance Code. J\u00a0Carling, L Drummond, M Swift, J Clarke and C Wall were members of the Committee as at 31 December 2025 and to the date of this report. All the members are independent Non-Executive Directors, with the exception of L Drummond, who was independent on appointment as Chair of the Company. The Committee was chaired by M Swift throughout the year. The Committee\u2019s Terms of Reference were last updated in August 2023 and may be found on the Group\u2019s website.

None of the Committee members have any personal financial interest (other than fees paid as disclosed on page 88 and as shareholders) in the Company, nor do they have any interests that may conflict with those of the Group, such as cross-directorships. None of the Committee members are involved in the day-to-day management of the business. The Committee makes recommendations to the Board on remuneration matters. No Director is involved in any decision concerning their own remuneration.

The Remuneration Committee met four times in 2025, with full attendance at each meeting. The Company Secretary acts as secretary to the Committee.

In 2025, the Remuneration Committee carried out the following work:

  • considered changes to the Directors\u2019 Remuneration Policy, with proposals submitted for shareholder consultation in early 2026
  • approved the remuneration package of the new Group CFO
  • approved the terms of a settlement agreement with the departing Group CFO
  • completed a review of the remuneration arrangements for the Executive Directors and the wider workforce
  • approved the 2024 Directors\u2019 Remuneration report
  • considered and approved the annual bonus for the Group Executive team
  • considered and approved the grant of awards under the LTIP and the DBSP in 2025 and the vesting of awards made in 2022 under the LTIP
  • considered the salary levels of the Group Executive team and awarded pay rises in line with the general workforce pay rise level
  • approved appropriate market-level remuneration for new members of the Group Executive team
  • approved the remuneration package of the new Company Secretary
  • considered the performance targets for the 2025 Executive Directors\u2019 bonus and LTIP awards.

Deloitte LLP (Deloitte) was appointed to provide advice to the Remuneration Committee in relation to Directors\u2019 remuneration following a retendering exercise in 2022, and continued to work with the Committee in respect of general remuneration advice. Deloitte is a member of the Remuneration Consultants Group and adheres to its Code on Executive Remuneration Consulting in the UK. The Committee is comfortable that Deloitte does not have connections with Zotefoams plc that may impair its objectivity and independence. Deloitte also provided remuneration advice to the Company\u2019s management during 2025.

Total fees for advice provided in respect of material assistance to the Committee amounted to the following:

2025

(\u00a3)

2024

(\u00a3)

Deloitte LLP

55,900

36,250

Total

55,900

36,250

Shareholder voting (unaudited)

The table below sets out the results of the votes received on the Directors\u2019 Remuneration Policy approved at the 2023 AGM as well as the 2024 Directors\u2019 Remuneration report approved at the 2025 AGM:

Directors\u2019

Remuneration Policy

%

Report on

remuneration

%

Votes in favour

30,838,381

95.22

26,191,150

99.44

Votes against

1,530,762

4.73

147,866

0.56
Total votes cast

32,369,143

100.00

26,339,036

100.00

Votes withheld

1,101

\u2013

13,122

\u2013
\n\n
\n
\n \n

6. Staff numbers and expenses

\n
\n\n
\n
\n \n

The monthly average number of people employed by the Group and Company (including Executive Directors) during the year, analysed by category, was as follows:

Number of employees

Group

Company

2025

2024

2025

2024

Production

323

309

166

170

Maintenance

48

44

29

27

Distribution and marketing

72

79

37

40

Administration and technical

129

137

97

96

572

569

329

333

The aggregate payroll costs of these people were as follows:

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Wages and salaries*

32,453

29,529

20,500

18,449

Social security costs*

4,213

3,843

2,500

2,017

Share options granted to Directors and employees (note 25)

1,674

1,077

1,674

1,077

Pension costs, including past service costs

1,785

1,795

1,372

1,238

40,125

36,244

26,046

22,781

* Net of directly attributable costs capitalised

377

666

228

250

Details of aggregate Directors\u2019 emoluments are provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Aggregate emoluments

1,601

1,408

Social security costs paid by the Company

167

200

Aggregate gains made on the exercise of share options

64

32

Aggregate amounts receivable under long-term incentive schemes

241

656

Company contribution to money purchase pension scheme

82

67


2,155

2,363

Further details of Directors\u2019 emoluments, including details of the highest-paid Director, are included in the Directors\u2019 Remuneration report.

\n\n
\n \n\n
\n
\n \n

24. Post-employment benefits

\n
\n\n
\n
\n \n

Defined benefit pension plan

The Company operates a UK registered trust-based pension scheme that provides defined benefits. In 2001, the Company closed the Defined Benefit Pension scheme (\u201cDB Scheme\u201d) to new members, while in 2005 the DB Scheme was closed to the future accrual of benefits, and all active members at that time transferred to a defined contribution scheme, substantially de-risking the Company\u2019s financial and accounting exposure to the DB\u00a0Scheme\u2019s obligations. Following legal advice in 2017 that the closure had not been completed with respect to the breaking of linkage with future increases in salary, amendments were made in 2018 and the linkage duly broken.

Pension benefits are linked to the members\u2019 final pensionable salaries and service at their retirement (or date of leaving if earlier). The Trustees are responsible for running the DB Scheme in accordance with the DB Scheme\u2019s Trust Deed and Rules, which set out their powers. The Trustees of the DB\u00a0Scheme are required to act in the best interests of the beneficiaries of the DB Scheme. There is a requirement that one-third of the Trustees are nominated by the members of the DB Scheme.

There are three categories of pension scheme members:

  • deferred members with salary linkage: current employees of the Company who have not consented to the break in their salary link
  • deferred members: former and current employees of the Company not yet in receipt of pension
  • pensioner members: in receipt of pension.

The defined benefit obligation is valued by projecting the best estimate of future benefit outgoings (allowing for future salary increases for deferred members with salary linkage, revaluation to retirement for deferred members and annual pension increases for all members) and then discounting to the statement of financial position date. The majority of benefits receive increases in line with inflation (subject to a cap of no more than 5% per annum). The valuation method is known as the Projected Unit Method. The approximate overall duration of the DB Scheme\u2019s defined benefit obligation as at 31 December 2025 was ten years (2024: ten years).

Future funding obligation

The Trustees are required to carry out an actuarial valuation every three years.

The last actuarial valuation of the DB Scheme was performed by the DB Scheme Actuary for the Trustees as at 5 April 2023. This valuation revealed a funding shortfall of \u00a32.87m.

In respect of the deficit in the DB Scheme as at 5 April 2023, the Company has agreed to pay \u00a3643,200 p.a. from 31 July 2024 for four years. In addition, the Company will pay \u00a3216,000 p.a. to cover administration expenses, Payment Protection Fund levies and premiums for death in service lump sums associated with the Scheme. The Company therefore currently expects to pay \u00a3859,200 to the Scheme during the calendar year beginning 1 January 2026.

Method and assumptions

The initial results of the valuation as at 5 April 2023 have been updated to 31 December 2025 by a qualified independent actuary.

The assumptions used were as follows:

As at

31 December 2025

As at

31 December 2024

Discount rate

5.60%

5.50%

RPI inflation

2.90%

3.10%

CPI inflation

2.50%

2.80%

Salary increases

2.50%

2.80%

Pension increases

\u2013 Post age 88 guaranteed minimum pension

2.20%

2.30%

\u2013 Non-guaranteed minimum pension

2.90%

3.00%

Revaluation of deferred pensions in excess of guaranteed minimum pension

2.50%

2.80%

Mortality (pre- and post-retirement)

100% S4PMA_M /

100% S4PFA_M

CMI_2024_M/F

[1.25%] (yob)

100% S4PMA_M /

100% S4PFA_M

CMI_2023_M/F

[1.25%] (yob)

Life expectancies (in years):

Year ended

31 December 2025

Year ended

31 December 2024

Males

Females

Males

Females

For an individual aged 65 in 2025

21.0

23.5

20.8

23.4

At age 65 for an individual aged 45 in 2025

22.3

24.9

22.1

24.9

Risks

Through the Scheme, the Company is exposed to a number of risks:

  • Asset volatility: the Scheme\u2019s defined benefit obligation is calculated using a discount rate set with reference to corporate bond yields; however, the Scheme invests significantly in equities and other growth assets. These assets are expected to outperform corporate bonds in the long term, but are subject to increased volatility and risk in the short term.
  • Changes in bond yields: a decrease in corporate bond yields would increase the Scheme\u2019s defined benefit obligation; however, this would be partially offset by an increase in the value of the Scheme\u2019s bond holdings.
  • Inflation risk: a significant proportion of the Scheme\u2019s defined benefit obligation is linked to inflation, therefore higher inflation will result in a higher defined benefit obligation (subject to the appropriate caps in place). The majority of the Scheme\u2019s assets are either unaffected by inflation, or are only loosely correlated with inflation, therefore an increase in inflation would also increase the deficit.
  • Life expectancy: if Scheme members live longer than expected, the Scheme\u2019s benefits will need to be paid for longer, increasing the Scheme\u2019s defined benefit obligation.

The Company is aware of the 2023 ruling in the Virgin Media vs NTL Pension Trustees case and subsequent Court of Appeal ruling published in July 2024. These ruled that certain amendments made to the NTL Pension Plan were invalid because they were not accompanied by the correct actuarial confirmation.

On 1 September 2025, the UK government published a list of amendments to the Pension Schemes Bill, which included changes to address issues arising from the Virgin Media ruling. These changes should mean that schemes are able to retrospectively certify historic benefits changes that met the relevant requirements at the time.

As a result, no allowance has been made for this ruling in these disclosures. The Trustees and Company manage risks in the Scheme through the following strategies:

  • Diversification: investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
  • Investment strategy: the Trustees are required to review their investment strategy on a regular basis.
  • Asset-liability matching (ALM): the Scheme invests in an ALM framework that aims to achieve long-term investment returns in line with the obligations under the Scheme. This is achieved through around 25% of assets being invested in liability-driven investment funds.

Change in assumption

Change in defined

benefit obligation

Discount rate

+0.5%/\u20130.5% p.a.

\u20135%/+5%

RPI inflation

+0.5%/\u20130.5% p.a.

+3%/\u20134%

Assumed life expectancy

+1 year

+3%

These calculations provide an approximate guide to the sensitivity of results and may not be as accurate as a full valuation carried out on these assumptions. Each assumption change is considered in isolation, which in practice is unlikely to occur, as changes in some of the assumptions are\u00a0correlated.

The assets of the Scheme are invested as follows:

Year ended

31 December 2025

Year ended

31 December 2024

Asset class

Market

value
\u00a3\u2019000

% of total

\u00a0Scheme
assets

Market

value
\u00a3\u2019000

% of total

Scheme
assets

Equities and other growth assets

1,861

8%

4,676

20%

Diversified credit funds

9,461

39%

9,158

40%

Liability-driven investments

6,281

27%

6,120

26%

Cash

5,356

23%

2,610

11%

Other

595

3%

602

3%

Total

23,554

100%

23,166

100%

Actual return on assets over the year

904

(296)

Note: All assets listed above have a quoted market price in an active market (except for the reserve for insured pensioners).

The amounts recognised in the statement of financial position are determined as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Market value of plan assets

23,554

23,166

Present value of Defined Benefit Pension Scheme obligation

(23,512)

(24,718)

Adjustment in respect of minimum funding requirement

(42)

\u2013

Deficit \u2013 recognised as a liability in the statement of financial position

\u2013

(1,552)

The movement in the defined benefit obligation over the year is as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Value of defined benefit obligation at the start of the year

24,718

26,464

Interest cost

1,322

1,190

Benefits paid

(1,375)

(1,205)

Actuarial (gains)/losses: experience differing from that assumed

(775)

562

Actuarial losses/(gains): changes in demographic assumptions

146

(130)

Actuarial gains: changes in financial assumptions

(524)

(2,163)

Value of defined benefit obligation at the end of the year

23,512

24,718

The movement in the value of the plan assets over the year is as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Market value of plan assets at the start of the year

23,166

23,808

Interest income

1,260

1,087

Actual return on plan assets

(356)

(1,383)

Employer contributions

859

859

Benefits paid

(1,375)

(1,205)

Market value of assets at the end of the year

23,554

23,166

The table below outlines where the Company\u2019s post-employment amounts and activity are included in the financial statements.

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Statement of financial position for:


\u2013 Defined Benefit Pension Scheme obligations

\u2013

(1,552)

Income statement charge for:



\u2013 Defined benefit pension interest cost

(62)

(103)

Actuarial gains recognised in other comprehensive income for:



\u2013 Defined Benefit Pension Scheme

755

348

Other pension schemes

On 1 January 2006 a separate stakeholder scheme was set up for those employees who were originally in the closed Defined Benefit Pension Scheme. In addition to the above, the Company created two further stakeholder schemes for future joiners. The contributions paid by the Company in 2025 were \u00a31,372k (2024: \u00a31,238k).

For certain non-UK based employees of the Company, the Company makes contributions into individual schemes. The contributions paid by the Company in 2025 were \u00a37k (2024: \u00a36k).

For USA-based employees, Zotefoams Inc operates a 401(k) plan. The contributions paid by Zotefoams Inc in 2025 were \u00a3299k (2024: \u00a3425k).

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-1": { "value": "

Directors\u2019 Remuneration report

The Directors\u2019 Remuneration report has been prepared in accordance with the relevant provisions of the Listing Rules, Section 421 of the Companies Act 2006 and Schedule 8 to the Large and medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

Implementation of Directors\u2019 Remuneration Policy in 2026

A resolution to approve the new Remuneration Policy will be proposed at the 2026 Annual General Meeting. A summary of how the Remuneration Policy will be implemented in 2026 has been set out below.

Executive Directors

Element and purpose/link to strategy

Implementation for 2026

Salary

Positioned at a level needed to recruit and retain Executive Directors of the calibre required to develop and deliver the business strategy.

The base salaries for the Group CEO and Group CFO will be increased in line with the base salary increases for the wider workforce on 1 April 2026, expected to be 3.5%.

Benefits

Provide market-competitive benefits for the Executive Directors, to assist in carrying out their\u00a0duties effectively.

Benefits to be provided in line with the approved Remuneration Policy.

Retirement benefits

Provide competitive post-retirement benefits and\u00a0reward sustained contribution.

All Executive Directors receive an employer pension contribution of 7%, aligned with the wider UK\u00a0workforce.

Annual bonus

Incentivise Executive Directors to achieve specific financial and predetermined strategic goals aligned with the Group\u2019s annual business plan.

Deferred proportion of annual variable pay provides a retention element and alignment with\u00a0shareholders.

Maximum opportunity \u2013 Group CEO up to 150% of salary; Group CFO up to 100% of salary.

For 2026, the bonus will be assessed against the following measures for all Executive Directors:

Measure

Weighting

Profit before tax

60%

Net working capital as a percentage of sales

10%

Individual objectives

20%

Environmental, social and governance (ESG)

10%

The portion of the annual bonus based on financial measures is 70% of maximum.

An underpin will apply that enables the Committee to adjust the bonus outcome in cases where: (i) safety performance is considered to have reduced to unacceptable levels, and/or (ii) the formulaic out-turn does not produce a result that fairly reflects overall performance.

The underlying performance targets for these measures have not been disclosed in advance as they are considered to be commercially sensitive. Underlying targets will be provided, where appropriate, in\u00a0next year\u2019s Directors\u2019 Remuneration report.

The Group CEO and Group CFO are actively working towards meeting their shareholding requirement of 200% of salary. They will continue to be required to defer one-third of their annual bonus for three years until the 200% of salary shareholding guideline has been achieved.

Element and purpose/link to strategy

Implementation for 2026

Long-Term Incentive Plan (LTIP)

To incentivise the delivery of long-term sustainable operational performance and the growth potential of the Group.

To align interests of Executive Directors and\u00a0shareholders.

To attract and retain executives of the calibre required to drive the Group\u2019s long-term strategic ambitions.

The maximum core LTIP award will be 150% of salary and will be subject to the following performance conditions:

Measure

Weighting

Threshold1,2

Maximum1

EPS growth

45%

5% p.a. compound growth

15% p.a. compound growth

Relative TSR

35%

Median

Upper quartile

ROACE

15%

17%

20%

ESG

5%

8%

10%

1\u00a0 \u00a0 Straight-line vesting occurs between threshold and maximum.

2\u00a0 \u00a0Threshold results in 20% vesting.

3\u00a0 \u00a0In line with the approach for the previous LTIP awards, the EPS targets have been set based on a constant tax rate. The\u00a0Committee retains the discretion to override this where it considers it appropriate.

4\u00a0 \u00a0Relative to the constituents of the FTSE SmallCap Index excluding investment trusts, measured on ranked basis and based on a three-month averaging period prior to the start and end of the performance period.

5\u00a0 \u00a0The ROACE targets set out above do not reflect the investment to be made in the new manufacturing and innovation facilities in Vietnam and South Korea. The Committee will review these targets in due course to ensure that performance is assessed on a fair and\u00a0consistent basis with the stretch envisioned and intended at the time of grant.

As set out in the Remuneration Committee Chair\u2019s letter, for 2026 a one-off transformation mechanism will apply alongside the existing LTIP. The one-off transformation mechanism is only activated to the extent that the core LTIP targets are achieved. This will operate as a multiplier to the core LTIP award (that vests at the end of the three-year performance period) based on the achievement of absolute TSR. Executives will only receive value from this additional element if significant shareholder value is delivered.

Participant

Multiplier on core award that vests

Absolute TSR growth1

Implementation

Threshold

Group CEO and
Group CFO

x 1.0

10% p.a. growth

If TSR growth is 10% p.a. or less there would be no change in the vesting of the core award.

Maximum

Group CEO

x 2.0

25% p.a. growth

If TSR growth is 25% p.a. or more, the maximum multiplier will be applied to the core award.

Threshold

x 1.8

1\u00a0 \u00a0Absolute TSR growth will be based on a three-month averaging period prior to the start and end of the performance period.

As set out above, the maximum award for 2026 is therefore 300% of salary for the Group CEO (i.e. 150% of salary core award x 2.0 multiplier) and 270% of salary for the Group CFO (i.e. 150% salary core award x 1.8 multiplier). The maximum award requires the core award to vest at maximum and 25% p.a. if TSR growth is delivered. This will prevent absolute TSR rewarding management for wider market movements.

An underpin condition will also apply where the Committee may reduce the outcome of any vesting if it considers that transformation has not been delivered in a responsible and disciplined way. Any reduction via the underpin will be determined at the Committee\u2019s discretion.

Shareholding requirement and post\u2011cessation shareholding policy

Aligns the interests of Executive Directors and\u00a0shareholders.

Executive Directors are required to hold shares in the Company equivalent to 200% of base salary.

Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Non-Executive Directors

The Remuneration Committee undertook a comprehensive review of the Group Chair fees, while the Group Chair and Executive Directors reviewed Non-Executive Director fees. Taking into account market benchmarks for companies of a similar size and complexity, and the time commitment required, it was agreed that the fees should be increased. These are detailed below.

Purpose and link to strategy

Implementation for 2026

Non-Executive Director fees

The Board Chair and Non-Executive Director base fee will be increased in line with the base salary increases for the wider workforce on 1 April 2026 by 3.5%. No increase is being made to the fee for chairing a Committee. The following fees will therefore apply effective 1 April 2026:

Group Chair fee: \u00a3171,551

Non-Executive Director base fee: \u00a355,414

Fee for chairing a Committee: \u00a310,000

Single total figure of remuneration (audited)

The following tables set out the single total figure for remuneration for Directors for the 2025 and 2024 financial years.

Executive Directors

Salary

(\u00a3)

Benefits

(\u00a3)

Matching

Shares3

(\u00a3)

Bonus

(\u00a3)

LTIP3,4

(\u00a3)

Pension

(\u00a3)

Total

fixed pay

(\u00a3)

Total

variable pay

(\u00a3)

Total

(\u00a3)

R Cox










2025

440,186

16,001

519

443,415

\u2013

30,813

487,565

443,415

930,934

2024

321,638

36,875

108

267,203

\u2013

22,515

381,136

267,203

648,339

N Wright1










2025

81,897

3,648

\u2013

75,000

\u2013

14,813

100,358

75,000

175,358

2024

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

G McGrath2










2025

286,300

15,077

519

237,930

241,028

36,461

338,407

478,958

817,315

2024

275,000

14,864

398

206,080

208,952

34,247

324,509

415,032

739,541

1 \u00a0 \u00a0N Wright joined the Company and the Board on 22 September 2025 as Group CFO Designate. The single total figure of remuneration data is calculated for the entire period of employment from 23 September 2025 to 31 December 2025.

2\u00a0 \u00a0G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. The single total figure of remuneration data is calculated for the period he was a member of the Board, from 1 January 2025 to 31 October 2025. The remuneration he received from 1 November 2025 to 31 December 2025 is disclosed in the Payments made to past Directors section.

3\u00a0 \u00a0The values for Matching Shares and the LTIP have been calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06. The value of the LTIP attributable to share price appreciation for G McGrath was \u00a37,232.

4\u00a0 \u00a0The LTIP value has been restated to reflect the actual share price of \u00a32.58 on the date of vesting, 29 April 2025. The figure disclosed in the 2024 single figure table was based on an estimate, using the three-month average share price to 31 December 2024 of \u00a33.59. There is no share price appreciation attributable to the LTIP value as the share price at grant was greater than \u00a32.58.

Under the rules of the LTIP, participants may also receive an award of shares in lieu of the value of dividends paid over the vesting period on vested shares (paid at the end of the holding period). For the 2023 LTIP this was 3,687 shares for G McGrath with a valuation of \u00a314,976, calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

Non-Executive Directors1,2,3,4,5

Fees paid in respect

of 2025

(\u00a3)

Fees paid in respect

of 2024

(\u00a3)

J Carling

52,193

47,363

J Clarke

9,744

\u2013

L Drummond

161,762

147,350

D Robertson

61,699

55,256

M Swift

61,699

55,256

C Wall

52,193

47,363

1\u00a0 \u00a0 \u00a0Non-Executive Directors who also chair a Board Committee receive an additional fee.

2\u00a0 \u00a0The Non-Executive Directors excluding the Company Chair received a fee increase to \u00a353,540 p.a. effective 1 April 2025, Committee Chairs received an increase in additional fees to \u00a310,000 p.a.. and the Company Chair received an increase to \u00a3165,750 p.a.

3\u00a0 \u00a0The Non-Executive Directors' and the Company Chairs' fees will be increased to the following level effective 1 April 2026:
Group Chair: \u00a3171,551
Non-Executive Directors: \u00a355,414
Committee Chairs: \u00a310,000

4\u00a0 \u00a0J Clarke joined the Board on 28 October 2025 and thus did not receive any remuneration in 2024.

5\u00a0 \u00a0D Robertson retired from the Board on 31 December 2025.

Notes to the table (audited)

Base salary

As at 31 December 2025, the base salary for R Cox was \u00a3443,415 p.a. (\u00a3430,500 p.a. as at 31 December 2024).

As at 31 December 2025, the base salary (before salary sacrifice) for N Wright was \u00a3300,000 p.a. (N Wright joined the Company on 22 September 2025 and there is therefore no comparative figure for 2024).

G McGrath resigned from the Board and the position of CFO as of 31 October 2025, at which time his base salary (before salary sacrifice) was \u00a3288,400 p.a. (\u00a3280,000 p.a. as at 31 December 2024).

Pension contributions

The Company operates a Defined Contribution Pension Scheme (the \u201cDC Scheme\u201d) or a cash contribution equivalent. When participating in the DC Scheme, individuals may elect to enter a salary sacrifice arrangement, whereby their salary is reduced, and the Company makes a corresponding contribution into the DC Scheme.

R Cox receives a cash contribution in lieu of pension contributions of 7% of salary. G McGrath and N Wright opted for the salary sacrifice arrangement of 7% of salary and the amounts shown for their base salary are before salary sacrifice. Similarly, the amounts shown for the pension element of total remuneration include the amounts of salary that were sacrificed.

Benefits

Benefits include a company car allowance, private medical insurance, the value of the Matching Shares (at dates when awarded) acquired during the year under the Share Incentive Plan (SIP).

Annual bonus 2025 \u2013 targets and out-turns

The targets for the annual bonus for 2025 for R Cox, N Wright and G McGrath are as set out in the table below:

Weighting (% max)

Targets

Pay-out

Measure

R Cox

N Wright

G McGrath

Threshold

(20%)

Maximum

(100%)

Performance

achieved

R Cox

N Wright

G McGrath

Profit before tax

60%

60%

60%

\u00a319.5m

\u00a321.5m

\u00a321.5m

100%

100%

100%

Net working capital as a percentage
of sales

10%

10%

10%

33.1%

30.1%

25.2%

100%

100%

100%

ESG: Reduce SEC from 5.19 to
5.09 kWh/kg

10%

10%

10%


5.19kWh/kg

5.09kWh/kg

4.94Wh/kg

100%

100%

100%

Individual

20%

20%

20%


See below

See below

See below

20.0%

20.0%

18.8%

Total

100%

100%

100%


NA

NA

NA

100%

100%

98.8%

1\u00a0 \u00a0 \u00a0N Wright joined the Company and the Board on 23 September 2025 and his bonus has been pro-rated from his date of joining the Company to 31 December 2025.

2\u00a0 \u00a0 G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. His bonus was pro-rated to reflect the period of employment as a Director. The amount in the single figure table shows the portion of his bonus received for the period he was a Director, and the remainder is disclosed in the Payments made to past Directors section.

The table below sets out the targets and performance for the Executive Directors.

Strategic financial metrics \u2013 R Cox, N Wright and G McGrath

Weighting (% of total bonus)

Scoring

Measure

R Cox

N Wright

G McGrath

Objective

Performance

R Cox

N Wright

G McGrath

Strategy launch and shareholder engagement

5%

NA

NA

Present and drive the new strategy, starting with the Capital Markets Day, and reinvigorate the Zotefoams investment case, followed by shareholder engagement to drive up the share price.

Achieved

5%

NA

n/a

Vietnam delivery

5%

NA

NA

Confirm and complete (vs timeline) Project Crystal implementation including new close-to-customer footwear strategy, Vietnam/Korea expansion and build of associated innovation centres.

Achieved

5%

NA

n/a

Group restructuring execution

5%

5%

5%

R Cox

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework.

N Wright and G McGrath

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework and tax efficiency.
  • Reconfigure and embed new financial reporting structure to support revised corporate architecture and embed ARK reporting across all parts of the business.
  • Complete MEL (finance and tax) clean-up activities.
  • Establish fully compliant and operational financial, tax, and legal frameworks in Vietnam and Korea, including all required regulatory approvals and reporting structures.

Achieved

5%

5%

5%

M&A growth delivery

5%

5%

5%

R Cox

Drive strategic growth through successful M&A execution, delivering a minimum of one acquisition and building a robust opportunity pipeline across all regions (North America, EMEA and South/Southeast Asia).

N Wright

Complete the acquisition of OKC.

G McGrath

Drive strategic growth through completion (SPA completed) of a minimum of one acquisition aligned with Group objectives.

Achieved

5%

5%

5%

Deliver new finance facility

NA

5%

NA

Establish new finance facility to support five-year plan and M&A.

Achieved

NA

5%

n/a

Finance & IT transformation

NA

NA

5%

Successfully deliver all Finance and IT components of the \u00a34m Group transformation programme, including implementation of enhanced risk management framework, per the work carried out by the Internal Auditor.

Achievement of identified cost and efficiency targets across the finance and IT teams, meeting all project milestones on schedule and maintaining positive employee relations with no disruption due to legal cases.

Partially achieved

NA

NA

3.8%

Deliver five-year plan

NA

5%

NA

Update and review the five-year plan and budget for approval by the Board.

Achieved

n/a

5%

n/a

Provision 29 readiness

NA

NA

5%

Ensure Zotefoams is ready to meet Provision 29 of the 2024 UK Corporate Governance Code on internal control reporting by year end.

Achieved

NA

NA

5%

The annual bonus was based on base salary before salary sacrifice. The maximum opportunity for the bonus was 100% of salary. 33% of the bonus is deferred into shares held in trust for three years under the DBSP. Full details of the operation of the DBSP are set out in the Directors\u2019 Remuneration Policy.

2025

Cash bonus (\u00a3)

Deferred bonus (\u00a3)

Total bonus (\u00a3)

R Cox

297,089

146,326

443,415

N Wright1

50,250

24,750

75,000

G McGrath1

159,414

78,516

237,930

1 \u00a0 \u00a0Figures for N Wright and G McGrath shown above reflect pro-rated amounts aligned to the single figure table.

In assessing whether the outcome generated by the annual bonus was fair in the context of broader performance, the Committee took into account the underlying financial performance of the Group and the wider stakeholder experience (including, but not limited to, the shareholder experience) over the course of the year. As\u00a0set out above, significant progress has been made over the year to set Zotefoams up to deliver long-term sustainable success and the Committee felt that the formulaic outcome was an appropriate reflection of performance delivered. It has, therefore, not exercised any further discretion in relation to incentive outcomes during the year.

LTIP

The 2023 LTIP award was subject to four performance conditions measured over the three financial years ended 31 December 2025: 30% of the award was subject to relative TSR against the FTSE SmallCap Index (excluding investment trusts), 45% of the award was subject to an EPS growth target, 15% of the award was subject to a ROACE growth target and 10% of the award was subject to a sustainable product development target. Performance is measured over a three-year period and the restricted shares will be released to the participant after two years, to the extent that TSR, EPS, ROACE and sustainability targets over the period have been met, together with additional shares that represent the dividends that would have been paid during the performance period on the restricted shares that have been released.

The total award vesting is the sum of the awards for TSR, EPS, ROACE and sustainability targets. Where performance is below the threshold point for any performance condition, then no part of the award vests in relation to that performance condition. Between the threshold point and the maximum, the award vests on a sliding scale basis.

The table below summarises the performance criteria for the 2023 award, which is due to vest on 29 April 2026.

Threshold1

Maximum (100%)

Performance

target

% of award

vesting

Performance

target

% of award

vesting

Achievement

Level of vesting

(% maximum)

Relative TSR performance

Median performance against peer group

6%


Upper quartile performance against peer group

30%

Ranked between median and upper quartile performance against peer group (41.8% and ranked 40th)

16.17%

Adjusted EPS2

5% per annum (23.61p)

9%


15% per annum (31.01p)

45%

33.93p2

45%

ROACE3

11%

3%

15%

15%

16.0%3

15%

Sustainable product development

4%

2%

5%

10%

1.2%

0%

Total






76.17%

1 \u00a0 \u00a0Threshold is 20% of maximum.

2\u00a0 \u00a0 Based on excluding MEL losses and adjusting for a constant tax rate of 19%.

3\u00a0 \u00a0 ROACE excludes MEL.

Based on the above level of performance, the 2023 LTIP will vest at 76.17%. The Committee considered the formulaic out-turns under the LTIP relative to Group and individual performance and determined that no discretion should be exercised.

Scheme interests granted during 2025 (audited)

The table below sets out details of scheme interests granted to the Executive Directors during 2025:

Type of award

Date of grant

Number of

shares

granted

Face value\u00b9

(\u00a3)

R Cox

Deferred bonus2
(unconditional shares)

23.04.2025

34,770

88,177

G McGrath

26,816

68,006

Type of award

Date of grant

Number of

shares

granted

Face value1

(\u00a3)

Face value

(% of salary)

Threshold for

vesting (% of

face value)

Performance

condition

End of

performance

period

R Cox

LTIP3 (conditional shares)

23.04.2024

262,272

665,123

150

20% of maximum (further details

set out below)

35% based
on\u00a0relative
TSR growth.5

45%\u00a0on adjusted

EPS\u00a0compound

growth,6 15% on

ROACE7\u00a0 and\u00a05%

on sustainable

product development.8

31.12.2027

G McGrath

47,3844

120,166

150

1\u00a0 \u00a0 Face value calculated using the five working day average share price before the grant date (\u00a32.536).

2\u00a0 \u00a0Awards vest on the third anniversary of grant. There are no performance conditions for these awards.

3\u00a0 \u00a0Award is subject to a three-year performance period and, subject to performance, is released after a two-year post-vesting holding period.

4\u00a0 \u00a0The award for G McGrath was pro-rated to reflect his period of active service during the performance period.

5\u00a0 \u00a0Relative TSR growth is measured based on Zotefoams' ranking against the FTSE SmallCap Index (excluding investment trusts). The threshold point for relative TSR performance is ranked median against the peer group, where 7% of the award will vest, to upper quartile ranking against the peer group, where the maximum of 35% of the award will vest.

6\u00a0 \u00a0Adjusted EPS is the EPS for the financial year ending 31 December 2027. The threshold point is 5% p.a. compound growth, where 9% of the award will vest, to the maximum 15% p.a. compound growth, where 45% of the award will vest. In line with the approach for previous LTIP awards, the EPS targets have been set based on a constant tax rate reflecting the significant deviation of the reported tax rate. The Committee retains the discretion to override this where it considers it appropriate.

7\u00a0 \u00a0Return on average capital employed (ROACE) is defined as operating profit before exceptional items for the year, divided by the average sum of its equity, net debt and other non-current liabilities for the beginning and end of the year. This measure excludes acquired intangible assets and their amortisation cost. The threshold point is average ROACE of 15%, where 3% of the award will vest. Maximum vesting occurs for average ROACE of 19%, where 15% of the award will vest.

8\u00a0 \u00a0Sustainable product development is defined as the development of products valued by Zotefoams\u2019 customers for their use-phase resource efficiency (defined by the Sustainability Accounting Standards Board) as a product that, through its use, can be shown to improve energy efficiency, eliminate or lower greenhouse gas (GHG) emissions, reduce raw materials consumption, increase product longevity or reduce water consumption. The threshold point is 5% of revenue, where 1% of the award will vest, to the maximum of 6% of revenue, where 5% of the award will vest.

Total pension entitlements (audited)

The Zotefoams Defined Benefit Pension Scheme (the \u201cDB Scheme\u201d) was closed to future accrual with effect from 31 December 2005. From that date, all active members ceased to accrue further benefits and became entitled to preserved pensions payable from their normal retirement age, or immediately where the member had already reached normal retirement age. While the Defined Benefit Share Scheme remains in force for legacy members, it no longer applies to any\u00a0Directors.

Payments made to past Directors (audited)

Further to the announcement on 3 March 2025, G McGrath stepped down as Group CFO and as a Director of Zotefoams with effect from 31 October 2025. He\u00a0remained an employee until 28 February 2026 and was paid his salary and provided with his contractual benefits in the usual way up to this date.

The remuneration he received for the portion of the year for which he was a Director (i.e. to 31 October 2025) is disclosed in the single figure table. The\u00a0following arrangements applied for the period from 1 November to 31 December 2025.

Salary, benefits and pension continued to be paid until 31 December 2025. This amounted to \u00a348,067 in respect of salary, \u00a32,496 in respect of benefits and \u00a36,129 in\u00a0respect of pension.

He was entitled to receive a bonus for 2025, pro-rated for the period to 31 October 2025. The performance outcomes are shown here. The value of the bonus received in relation to this period was \u00a3237,930, of which one-third is subject to deferral in the usual way. For the avoidance of doubt, G McGrath did not receive a bonus in respect of the period from 1 November to 31 December 2025.

Payments for loss of office (audited)

G McGrath

The arrangements in connection with the cessation of G McGrath stepping down as Group CFO and as a Director of Zotefoams are set out above (in the Payments to past Directors section) and below.

G McGrath did not receive any payment in lieu of notice.

The Committee exercised its discretion to determine that G McGrath was a \u201cgood leaver\u201d for the purposes of determining the treatment of his outstanding DBSP, LTIP and ASOP incentive awards. His outstanding DBSP awards were retained and will vest on their usual vesting dates with no acceleration. His outstanding LTIP awards, granted in 2023 and 2024, will vest on their usual vesting dates, pro-rated for the period to 31 October 2025 and tested for performance in the usual way.

A contribution of \u00a33,000 plus VAT was made towards his legal fees in relation to the settlement agreement.

He received no other remuneration payments or payments for loss of office as a consequence of stepping down from the Board.

He will comply with the post-employment shareholding requirement for the period of two years from ceasing to be a Director of the Company.

Statement of Directors\u2019 shareholding and share interests (audited)

In line with the Remuneration Policy adopted at the 2023 AGM, the Executive Directors are required to hold shares in the Company equivalent to 200% of base salary, with a five-year period to build up this holding from appointment to the Board. Executive Directors are expected to retain their full shareholding requirement for one year post cessation of employment and 50% for two years after leaving, unless the shares were acquired from LTIP and DBSP awards granted from 1 January 2023. If the shares were acquired from LTIP and DBSP awards granted from 1 January 2023, Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Throughout 2025, G McGrath complied with the Policy, holding 337% of base salary at 31 December 2025. R Cox and N Wright joined the Company in 2024 and 2025 respectively. As at 31 December 2025, R Cox held 104% of base salary and N Wright held 0% of salary.1

1\u00a0 \u00a0 Includes shares owned outright and interests in share incentive scheme without performance conditions. Calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

The tables below set out the Directors\u2019 interests (including those of their connected persons) in Zotefoams shares as at 31 December 2025. There were no changes in the Directors\u2019 interests between the year end and the date of this report.

Executive Directors

Shares owned outright\u00b9

Interest in

share\u00a0incentive

schemes\u00a0without

performance

conditions2

Interest in

share\u00a0incentive

schemes\u00a0with

performance

conditions3

R Cox

11,938

34,770

416,279

G McGrath

103,184

111,269

151,754

N Wright

\u2013

\u2013

\u2013

1\u00a0 \u00a0 Includes Partnership Shares, Dividend Shares and vested Matching Shares under the SIP.

2 \u00a0 Comprises: vested Company Share Option Plan awards, DBSP shares, unvested Matching Shares under the SIP, the unvested portion of the 2023 LTIP awards due to vest on 29 April 2026 and the unvested portion of the 2021 and 2022 LTIP awards.

3\u00a0 Comprises: unvested LTIP shares.

Non-Executive Directors

Shares owned outright

J Carling

3,323

L Drummond

14,723

D Robertson

7,302

M Swift

11,827

C Wall

7,936

Scheme interests (audited)

The table below provides details of the current position of outstanding awards made to the Executive Directors who served in the year under review:

Scheme1

As at

31 Dec
2024

Date of

exercise or

release

Granted

during

the year

Exercised or

released

Lapsed or

cancelled

As at

31 Dec
2025

Market

price on

exercise

date

Exercise

price

Date from

which

exercisable

Expiry

date

R Cox

LTIP (2024)

\u2013

\u2013

154,007

\u2013

\u2013

154,007

\u2013

\u2013

08.05.2027

NA

SIP2

30

\u2013

19

\u2013

\u2013

49

\u2013

\u2013

\u2013

\u2013

LTIP (2025)

\u2013

\u2013

262,272

\u2013

\u2013

262,272

\u2013

\u2013

23.04.2028

NA


DBSP (2025)

\u2013

\u2013

34,770

\u2013

\u2013

34,770

\u2013

\u2013

23.04.2028

NA

G McGrath3

CSOP

10,344

\u2013

\u2013

\u2013

\u2013

10,344

\u2013

\u00a32.90

05.04.2019

05.04.2026


LTIP (2020)

20,154

\u2013

\u2013

(20,154)

\u2013

\u2013

\u2013

\u2013

21.09.2023

NA


LTIP (2021)

53,673

\u2013

\u2013

\u2013

\u2013

53,673

\u2013

\u2013

26.04.2024

NA


LTIP (2022)

105,910

\u2013

\u2013

\u2013

(24,921)

80,989

\u2013

\u2013

29.04.2025

NA


LTIP (2023)

82,487

\u2013

\u2013

\u2013

(4,583)

77,904

\u2013

\u2013

18.04.2026

NA


LTIP (2024)

100,167

\u2013

\u2013

\u2013

(38,954)

61,213

\u2013

\u2013

08.05.2027

NA


LTIP (2025)

\u2013

\u2013

47,384

\u2013

\u2013

47,384

\u2013

\u2013

23.04.2028

NA


DBSP (2021)

2,036

\u2013

\u2013

(2,036)

\u2013

\u2013

\u2013

\u2013

29.04.2025

NA


DBSP (2022)

10,323

\u2013

\u2013

\u2013

\u2013

10,323

\u2013

\u2013

18.04.2026

NA


DBSP (2023)

19,223

\u2013

\u2013

\u2013

\u2013

19,223

\u2013

\u2013

08.05.2027

NA


DBSP (2024)

\u2013

\u2013

26,816

\u2013

\u2013

26,816

\u2013

\u2013

23.04.2028


SIP2

1,052

\u2013

140

\u2013

\u2013

1,192

\u2013

\u2013

\u2013

NA

1 \u00a0 \u00a0Details of the performance conditions applying to each LTIP award can be found in the Directors\u2019 Remuneration report for the relevant year.

2\u00a0 \u00a0Matching Shares under the SIP. Participants buy Partnership Shares monthly under the SIP. The Company provides one Matching Share for every four Partnership Shares purchased. These Matching Shares are first available for vesting three years after being awarded or on leaving if the person is considered to be a \u201cgood leaver\u201d.

3\u00a0 \u00a0G McGrath stepped down from the Board on 31 October 2025 and left the employment of Zotefoams plc on 28 February 2026. Share awards were pro-rated to 31 October 2025 as noted above in the Payments for loss of office section to reflect a reduced performance period.

Details of Directors\u2019 service contracts and appointment letters (unaudited)

The following table sets out the details of the service contracts and appointment letters for the Directors as at 31 December 2025. Copies of the Directors\u2019 service contracts and appointment letters are available for inspection at the Company\u2019s registered office.

Director

Date of current

service\u00a0contract or

appointment letter1

Unexpired terms at
31 December 2024

J Carling

1 April 2023

5 months

R Cox

2 April 2024

\u2013

N Wright

22 September 2025

\u2013

L Drummond

17 January 2023

5 months

M Swift

29 September 2023

5 months

C Wall

1 April 2023

5 months

J Clarke

28 October 2025

\u2013

1\u00a0 \u00a0 Appointment letters are currently for terms of three years. Non-Executive Directors\u2019 appointments and subsequent re-appointments are subject to annual re-election by shareholders at each AGM.

External appointments

During 2025, Executive Directors did not receive any fees from external appointments.

Change in remuneration of Group Directors and employees (unaudited)

The table below illustrates the percentage change in salary and benefits for the Group Directors from the prior years compared with the average percentage change for the UK workforce.

The employee subset consists of an average of the UK workforce for the period under review. This subset has been selected as this employee representative group is the largest group of employees within the organisation. The Non-Executive Directors receive no taxable benefits or annual bonus.

% change in

base salary

(2025 to

2024)

% change in

taxable

benefit

(2025 to

2024)

% change

in annual

bonus UK

employees

only (2025

to 2024)

% change in

base salary

(2024 to

2023)

% change

in\u00a0taxable

benefit

(2024 to

2023)

% change

in annual

bonus UK

employees

only (2024

to 2023)\u00a0

R Cox1

36.9

(56.6)

65.9

\u2013

\u2013

\u2013

G McGrath

4.1

1.4

15.5

9.0

6.2

(14.8)

J Carling

12.6

9.0

\u2013

\u2013

L Drummond2

9.8

47.9

\u2013

\u2013

D Robertson

11.7

9.7

\u2013

\u2013

M Swift2

11.7

27.2

\u2013

\u2013

C Wall

10.2

9.0

\u2013

\u2013

Average employee

8.3

(7.4)

(18.3)

1 \u00a0 \u00a0R Cox joined the Company on 2 April 2024 and the increase in base salary and bonus reflect the part-year amount in 2024. The decrease in benefits reflects the relocation allowance received in 2024 only.

2\u00a0 \u00a0L Drummond was appointed to the Board in January 2023. M Swift was appointed to the Board in September 2023. Their 2024 increases reflect the fact that they were only paid their respective fees in 2023 for part of the year.

3\u00a0 \u00a0N Wright and J Clarke have been excluded from the table as there is no prior year comparative.

The UK employees\u2019 salary review is negotiated with the unions and a 3% increase was agreed in relation to 2025. For 2026, the annual salary increase for UK employees is still pending, but will be effective 1 April 2026.

CEO pay ratio

Companies with more than 250 employees are required to publish the CEO-to-employee pay ratio. The ratio compares the total remuneration of the Group CEO against the remuneration of the median employee, and employees in the lower and upper quartiles. These pay ratios form part of the information that is provided to the Committee on broader employee pay policies and practices. The Committee has considered the pay data and concluded that the current ratio is proportionate and allows the business to retain high-calibre individuals capable of delivering the growth strategy.

The ratios set out below were calculated using the Option A methodology, which uses the pay and benefits of all UK employees as it provides the most accurate information and representation of the ratios. The employee pay data used was based on the total remuneration of all Zotefoams plc\u2019s full-time employees as at 31\u00a0December 2025. The Group CEO\u2019s total remuneration has been taken from the single total figure of remuneration for 2025, as disclosed here.

The Committee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the Group CEO and the identified employees. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors, including market practice, location, experience and performance in role. The Group CEO\u2019s remuneration package is weighted towards variable pay (including the annual bonus, LTIP and DBSP) due to the nature of the role, which means that the ratio is likely to fluctuate, depending on the outcomes of incentive plans in each year. The increase in the total pay ratio at the 25th, 50th and 75th percentiles since 2021 is due to no LTIP vesting, low annual bonus pay-out in 2021 and higher LTIP and annual bonus outcomes in both 2022 and 2023.

Year

Method

25th percentile\u00a0pay ratio

50th percentile\u00a0pay ratio

75th percentile\u00a0pay ratio

2025 \u2013 Base salary

Option A

12:1

10:1

8:1

2025 \u2013 Total pay

23:1

20:1

15:1

2024 \u2013 Total pay

30:1

25:1

19:1

2023 \u2013 Total pay

30:1

25:1

19:1

2022 \u2013 Total pay

23:1

20:1

15:1

Pay data (\u00a3\u2019000)

Base salary

Total pay

CEO\u2019s remuneration

440,186

930,980

UK employees 25th percentile

36,733

40,301

UK employees 50th percentile

42,310

47,081

UK employees 75th percentile

55,000

61,210

Historical TSR performance and Group CEO remuneration outcomes (unaudited)

The graph below compares the TSR of Zotefoams against the FTSE SmallCap Index (excluding investment trusts), which is considered the most appropriate choice of index by the Remuneration Committee due to the Group\u2019s size and membership of this index.

\"\"

Workforce alignment

While it remains important to set base salaries on a market-competitive basis reflective of the size and complexity of the business, the Committee has considered alignment of executive remuneration with workforce reward structures.

The table below illustrates the Group CEO\u2019s single figure for total remuneration, annual bonus pay-out and LTIP vesting as a percentage of maximum opportunity.

Group CEO\u2019s

single\u00a0total

figure of

remuneration

(\u00a3)

Annual

bonus pay-out
(% of maximum)

LTIP vesting

(% of maximum)

2025(R Cox)

930,980

100.0

NA

2024 (R Cox)

648,339

83.0

NA

2024 (D Stirling)

651,851

67.0

76.4

2023 (D Stirling)

1,089,0671

95.0

70.0

2022 (D Stirling)

757,851

91.6

34.7

2021 (D Stirling)

441,369

22.0

0.0

2020 (D Stirling)

491,548

28.0

23.5

2019 (D Stirling)

637,473

37.1

47.0

2018 (D Stirling)

794,905

35.1

100.0

2017 (D Stirling)

676,816

84.4

58.0

2016 (D Stirling)

497,545

55.0

37.7

2015 (D Stirling)

418,568

44.4

50.0

1\u00a0 \u00a0The Group CEO\u2019s single total figure of remuneration for 2023 has been restated.

Relative importance of spend on pay (unaudited)

The table below illustrates the year-on-year change in total Executive Directors\u2019 remuneration and Executive Directors\u2019 remuneration compared with profit after tax and distributions to shareholders for 2024 and 2023.

% change

2024/2025

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Total remuneration\u00b9

9.3%

34,238

31,324

Executive Directors\u2019 remuneration2

(21.1)%

1,924

2,132

Profit after tax

\u2013

22,639

(2,755)

Shareholder distributions3

4.8%

3,713

3,542

1 \u00a0 \u00a0Social security costs paid by the Group have been excluded from this figure.

2\u00a0 The Executive Directors\u2019 remuneration for 2024 has been restated to reflect the restated single total figure of remuneration for 2024.

3\u00a0 Shareholder distributions refer to the dividends paid during the year.

Committee role and advisers (unaudited)

The Group has established a Remuneration Committee, which is constituted in accordance with the recommendations of the UK Corporate Governance Code. J\u00a0Carling, L Drummond, M Swift, J Clarke and C Wall were members of the Committee as at 31 December 2025 and to the date of this report. All the members are independent Non-Executive Directors, with the exception of L Drummond, who was independent on appointment as Chair of the Company. The Committee was chaired by M Swift throughout the year. The Committee\u2019s Terms of Reference were last updated in August 2023 and may be found on the Group\u2019s website.

None of the Committee members have any personal financial interest (other than fees paid as disclosed on page 88 and as shareholders) in the Company, nor do they have any interests that may conflict with those of the Group, such as cross-directorships. None of the Committee members are involved in the day-to-day management of the business. The Committee makes recommendations to the Board on remuneration matters. No Director is involved in any decision concerning their own remuneration.

The Remuneration Committee met four times in 2025, with full attendance at each meeting. The Company Secretary acts as secretary to the Committee.

In 2025, the Remuneration Committee carried out the following work:

  • considered changes to the Directors\u2019 Remuneration Policy, with proposals submitted for shareholder consultation in early 2026
  • approved the remuneration package of the new Group CFO
  • approved the terms of a settlement agreement with the departing Group CFO
  • completed a review of the remuneration arrangements for the Executive Directors and the wider workforce
  • approved the 2024 Directors\u2019 Remuneration report
  • considered and approved the annual bonus for the Group Executive team
  • considered and approved the grant of awards under the LTIP and the DBSP in 2025 and the vesting of awards made in 2022 under the LTIP
  • considered the salary levels of the Group Executive team and awarded pay rises in line with the general workforce pay rise level
  • approved appropriate market-level remuneration for new members of the Group Executive team
  • approved the remuneration package of the new Company Secretary
  • considered the performance targets for the 2025 Executive Directors\u2019 bonus and LTIP awards.

Deloitte LLP (Deloitte) was appointed to provide advice to the Remuneration Committee in relation to Directors\u2019 remuneration following a retendering exercise in 2022, and continued to work with the Committee in respect of general remuneration advice. Deloitte is a member of the Remuneration Consultants Group and adheres to its Code on Executive Remuneration Consulting in the UK. The Committee is comfortable that Deloitte does not have connections with Zotefoams plc that may impair its objectivity and independence. Deloitte also provided remuneration advice to the Company\u2019s management during 2025.

Total fees for advice provided in respect of material assistance to the Committee amounted to the following:

2025

(\u00a3)

2024

(\u00a3)

Deloitte LLP

55,900

36,250

Total

55,900

36,250

Shareholder voting (unaudited)

The table below sets out the results of the votes received on the Directors\u2019 Remuneration Policy approved at the 2023 AGM as well as the 2024 Directors\u2019 Remuneration report approved at the 2025 AGM:

Directors\u2019

Remuneration Policy

%

Report on

remuneration

%

Votes in favour

30,838,381

95.22

26,191,150

99.44

Votes against

1,530,762

4.73

147,866

0.56
Total votes cast

32,369,143

100.00

26,339,036

100.00

Votes withheld

1,101

\u2013

13,122

\u2013
\n\n
\n
\n \n

6. Staff numbers and expenses

\n
\n\n
\n
\n \n

The monthly average number of people employed by the Group and Company (including Executive Directors) during the year, analysed by category, was as follows:

Number of employees

Group

Company

2025

2024

2025

2024

Production

323

309

166

170

Maintenance

48

44

29

27

Distribution and marketing

72

79

37

40

Administration and technical

129

137

97

96

572

569

329

333

The aggregate payroll costs of these people were as follows:

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Wages and salaries*

32,453

29,529

20,500

18,449

Social security costs*

4,213

3,843

2,500

2,017

Share options granted to Directors and employees (note 25)

1,674

1,077

1,674

1,077

Pension costs, including past service costs

1,785

1,795

1,372

1,238

40,125

36,244

26,046

22,781

* Net of directly attributable costs capitalised

377

666

228

250

Details of aggregate Directors\u2019 emoluments are provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Aggregate emoluments

1,601

1,408

Social security costs paid by the Company

167

200

Aggregate gains made on the exercise of share options

64

32

Aggregate amounts receivable under long-term incentive schemes

241

656

Company contribution to money purchase pension scheme

82

67


2,155

2,363

Further details of Directors\u2019 emoluments, including details of the highest-paid Director, are included in the Directors\u2019 Remuneration report.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfInformationAboutEmployeesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-2": { "value": "

Directors\u2019 Remuneration report

The Directors\u2019 Remuneration report has been prepared in accordance with the relevant provisions of the Listing Rules, Section 421 of the Companies Act 2006 and Schedule 8 to the Large and medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013.

Implementation of Directors\u2019 Remuneration Policy in 2026

A resolution to approve the new Remuneration Policy will be proposed at the 2026 Annual General Meeting. A summary of how the Remuneration Policy will be implemented in 2026 has been set out below.

Executive Directors

Element and purpose/link to strategy

Implementation for 2026

Salary

Positioned at a level needed to recruit and retain Executive Directors of the calibre required to develop and deliver the business strategy.

The base salaries for the Group CEO and Group CFO will be increased in line with the base salary increases for the wider workforce on 1 April 2026, expected to be 3.5%.

Benefits

Provide market-competitive benefits for the Executive Directors, to assist in carrying out their\u00a0duties effectively.

Benefits to be provided in line with the approved Remuneration Policy.

Retirement benefits

Provide competitive post-retirement benefits and\u00a0reward sustained contribution.

All Executive Directors receive an employer pension contribution of 7%, aligned with the wider UK\u00a0workforce.

Annual bonus

Incentivise Executive Directors to achieve specific financial and predetermined strategic goals aligned with the Group\u2019s annual business plan.

Deferred proportion of annual variable pay provides a retention element and alignment with\u00a0shareholders.

Maximum opportunity \u2013 Group CEO up to 150% of salary; Group CFO up to 100% of salary.

For 2026, the bonus will be assessed against the following measures for all Executive Directors:

Measure

Weighting

Profit before tax

60%

Net working capital as a percentage of sales

10%

Individual objectives

20%

Environmental, social and governance (ESG)

10%

The portion of the annual bonus based on financial measures is 70% of maximum.

An underpin will apply that enables the Committee to adjust the bonus outcome in cases where: (i) safety performance is considered to have reduced to unacceptable levels, and/or (ii) the formulaic out-turn does not produce a result that fairly reflects overall performance.

The underlying performance targets for these measures have not been disclosed in advance as they are considered to be commercially sensitive. Underlying targets will be provided, where appropriate, in\u00a0next year\u2019s Directors\u2019 Remuneration report.

The Group CEO and Group CFO are actively working towards meeting their shareholding requirement of 200% of salary. They will continue to be required to defer one-third of their annual bonus for three years until the 200% of salary shareholding guideline has been achieved.

Element and purpose/link to strategy

Implementation for 2026

Long-Term Incentive Plan (LTIP)

To incentivise the delivery of long-term sustainable operational performance and the growth potential of the Group.

To align interests of Executive Directors and\u00a0shareholders.

To attract and retain executives of the calibre required to drive the Group\u2019s long-term strategic ambitions.

The maximum core LTIP award will be 150% of salary and will be subject to the following performance conditions:

Measure

Weighting

Threshold1,2

Maximum1

EPS growth

45%

5% p.a. compound growth

15% p.a. compound growth

Relative TSR

35%

Median

Upper quartile

ROACE

15%

17%

20%

ESG

5%

8%

10%

1\u00a0 \u00a0 Straight-line vesting occurs between threshold and maximum.

2\u00a0 \u00a0Threshold results in 20% vesting.

3\u00a0 \u00a0In line with the approach for the previous LTIP awards, the EPS targets have been set based on a constant tax rate. The\u00a0Committee retains the discretion to override this where it considers it appropriate.

4\u00a0 \u00a0Relative to the constituents of the FTSE SmallCap Index excluding investment trusts, measured on ranked basis and based on a three-month averaging period prior to the start and end of the performance period.

5\u00a0 \u00a0The ROACE targets set out above do not reflect the investment to be made in the new manufacturing and innovation facilities in Vietnam and South Korea. The Committee will review these targets in due course to ensure that performance is assessed on a fair and\u00a0consistent basis with the stretch envisioned and intended at the time of grant.

As set out in the Remuneration Committee Chair\u2019s letter, for 2026 a one-off transformation mechanism will apply alongside the existing LTIP. The one-off transformation mechanism is only activated to the extent that the core LTIP targets are achieved. This will operate as a multiplier to the core LTIP award (that vests at the end of the three-year performance period) based on the achievement of absolute TSR. Executives will only receive value from this additional element if significant shareholder value is delivered.

Participant

Multiplier on core award that vests

Absolute TSR growth1

Implementation

Threshold

Group CEO and
Group CFO

x 1.0

10% p.a. growth

If TSR growth is 10% p.a. or less there would be no change in the vesting of the core award.

Maximum

Group CEO

x 2.0

25% p.a. growth

If TSR growth is 25% p.a. or more, the maximum multiplier will be applied to the core award.

Threshold

x 1.8

1\u00a0 \u00a0Absolute TSR growth will be based on a three-month averaging period prior to the start and end of the performance period.

As set out above, the maximum award for 2026 is therefore 300% of salary for the Group CEO (i.e. 150% of salary core award x 2.0 multiplier) and 270% of salary for the Group CFO (i.e. 150% salary core award x 1.8 multiplier). The maximum award requires the core award to vest at maximum and 25% p.a. if TSR growth is delivered. This will prevent absolute TSR rewarding management for wider market movements.

An underpin condition will also apply where the Committee may reduce the outcome of any vesting if it considers that transformation has not been delivered in a responsible and disciplined way. Any reduction via the underpin will be determined at the Committee\u2019s discretion.

Shareholding requirement and post\u2011cessation shareholding policy

Aligns the interests of Executive Directors and\u00a0shareholders.

Executive Directors are required to hold shares in the Company equivalent to 200% of base salary.

Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Non-Executive Directors

The Remuneration Committee undertook a comprehensive review of the Group Chair fees, while the Group Chair and Executive Directors reviewed Non-Executive Director fees. Taking into account market benchmarks for companies of a similar size and complexity, and the time commitment required, it was agreed that the fees should be increased. These are detailed below.

Purpose and link to strategy

Implementation for 2026

Non-Executive Director fees

The Board Chair and Non-Executive Director base fee will be increased in line with the base salary increases for the wider workforce on 1 April 2026 by 3.5%. No increase is being made to the fee for chairing a Committee. The following fees will therefore apply effective 1 April 2026:

Group Chair fee: \u00a3171,551

Non-Executive Director base fee: \u00a355,414

Fee for chairing a Committee: \u00a310,000

Single total figure of remuneration (audited)

The following tables set out the single total figure for remuneration for Directors for the 2025 and 2024 financial years.

Executive Directors

Salary

(\u00a3)

Benefits

(\u00a3)

Matching

Shares3

(\u00a3)

Bonus

(\u00a3)

LTIP3,4

(\u00a3)

Pension

(\u00a3)

Total

fixed pay

(\u00a3)

Total

variable pay

(\u00a3)

Total

(\u00a3)

R Cox










2025

440,186

16,001

519

443,415

\u2013

30,813

487,565

443,415

930,934

2024

321,638

36,875

108

267,203

\u2013

22,515

381,136

267,203

648,339

N Wright1










2025

81,897

3,648

\u2013

75,000

\u2013

14,813

100,358

75,000

175,358

2024

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

G McGrath2










2025

286,300

15,077

519

237,930

241,028

36,461

338,407

478,958

817,315

2024

275,000

14,864

398

206,080

208,952

34,247

324,509

415,032

739,541

1 \u00a0 \u00a0N Wright joined the Company and the Board on 22 September 2025 as Group CFO Designate. The single total figure of remuneration data is calculated for the entire period of employment from 23 September 2025 to 31 December 2025.

2\u00a0 \u00a0G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. The single total figure of remuneration data is calculated for the period he was a member of the Board, from 1 January 2025 to 31 October 2025. The remuneration he received from 1 November 2025 to 31 December 2025 is disclosed in the Payments made to past Directors section.

3\u00a0 \u00a0The values for Matching Shares and the LTIP have been calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06. The value of the LTIP attributable to share price appreciation for G McGrath was \u00a37,232.

4\u00a0 \u00a0The LTIP value has been restated to reflect the actual share price of \u00a32.58 on the date of vesting, 29 April 2025. The figure disclosed in the 2024 single figure table was based on an estimate, using the three-month average share price to 31 December 2024 of \u00a33.59. There is no share price appreciation attributable to the LTIP value as the share price at grant was greater than \u00a32.58.

Under the rules of the LTIP, participants may also receive an award of shares in lieu of the value of dividends paid over the vesting period on vested shares (paid at the end of the holding period). For the 2023 LTIP this was 3,687 shares for G McGrath with a valuation of \u00a314,976, calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

Non-Executive Directors1,2,3,4,5

Fees paid in respect

of 2025

(\u00a3)

Fees paid in respect

of 2024

(\u00a3)

J Carling

52,193

47,363

J Clarke

9,744

\u2013

L Drummond

161,762

147,350

D Robertson

61,699

55,256

M Swift

61,699

55,256

C Wall

52,193

47,363

1\u00a0 \u00a0 \u00a0Non-Executive Directors who also chair a Board Committee receive an additional fee.

2\u00a0 \u00a0The Non-Executive Directors excluding the Company Chair received a fee increase to \u00a353,540 p.a. effective 1 April 2025, Committee Chairs received an increase in additional fees to \u00a310,000 p.a.. and the Company Chair received an increase to \u00a3165,750 p.a.

3\u00a0 \u00a0The Non-Executive Directors' and the Company Chairs' fees will be increased to the following level effective 1 April 2026:
Group Chair: \u00a3171,551
Non-Executive Directors: \u00a355,414
Committee Chairs: \u00a310,000

4\u00a0 \u00a0J Clarke joined the Board on 28 October 2025 and thus did not receive any remuneration in 2024.

5\u00a0 \u00a0D Robertson retired from the Board on 31 December 2025.

Notes to the table (audited)

Base salary

As at 31 December 2025, the base salary for R Cox was \u00a3443,415 p.a. (\u00a3430,500 p.a. as at 31 December 2024).

As at 31 December 2025, the base salary (before salary sacrifice) for N Wright was \u00a3300,000 p.a. (N Wright joined the Company on 22 September 2025 and there is therefore no comparative figure for 2024).

G McGrath resigned from the Board and the position of CFO as of 31 October 2025, at which time his base salary (before salary sacrifice) was \u00a3288,400 p.a. (\u00a3280,000 p.a. as at 31 December 2024).

Pension contributions

The Company operates a Defined Contribution Pension Scheme (the \u201cDC Scheme\u201d) or a cash contribution equivalent. When participating in the DC Scheme, individuals may elect to enter a salary sacrifice arrangement, whereby their salary is reduced, and the Company makes a corresponding contribution into the DC Scheme.

R Cox receives a cash contribution in lieu of pension contributions of 7% of salary. G McGrath and N Wright opted for the salary sacrifice arrangement of 7% of salary and the amounts shown for their base salary are before salary sacrifice. Similarly, the amounts shown for the pension element of total remuneration include the amounts of salary that were sacrificed.

Benefits

Benefits include a company car allowance, private medical insurance, the value of the Matching Shares (at dates when awarded) acquired during the year under the Share Incentive Plan (SIP).

Annual bonus 2025 \u2013 targets and out-turns

The targets for the annual bonus for 2025 for R Cox, N Wright and G McGrath are as set out in the table below:

Weighting (% max)

Targets

Pay-out

Measure

R Cox

N Wright

G McGrath

Threshold

(20%)

Maximum

(100%)

Performance

achieved

R Cox

N Wright

G McGrath

Profit before tax

60%

60%

60%

\u00a319.5m

\u00a321.5m

\u00a321.5m

100%

100%

100%

Net working capital as a percentage
of sales

10%

10%

10%

33.1%

30.1%

25.2%

100%

100%

100%

ESG: Reduce SEC from 5.19 to
5.09 kWh/kg

10%

10%

10%


5.19kWh/kg

5.09kWh/kg

4.94Wh/kg

100%

100%

100%

Individual

20%

20%

20%


See below

See below

See below

20.0%

20.0%

18.8%

Total

100%

100%

100%


NA

NA

NA

100%

100%

98.8%

1\u00a0 \u00a0 \u00a0N Wright joined the Company and the Board on 23 September 2025 and his bonus has been pro-rated from his date of joining the Company to 31 December 2025.

2\u00a0 \u00a0 G McGrath resigned from the Board on 31 October 2025 and remained an employee of the Company until 28 February 2026. His bonus was pro-rated to reflect the period of employment as a Director. The amount in the single figure table shows the portion of his bonus received for the period he was a Director, and the remainder is disclosed in the Payments made to past Directors section.

The table below sets out the targets and performance for the Executive Directors.

Strategic financial metrics \u2013 R Cox, N Wright and G McGrath

Weighting (% of total bonus)

Scoring

Measure

R Cox

N Wright

G McGrath

Objective

Performance

R Cox

N Wright

G McGrath

Strategy launch and shareholder engagement

5%

NA

NA

Present and drive the new strategy, starting with the Capital Markets Day, and reinvigorate the Zotefoams investment case, followed by shareholder engagement to drive up the share price.

Achieved

5%

NA

n/a

Vietnam delivery

5%

NA

NA

Confirm and complete (vs timeline) Project Crystal implementation including new close-to-customer footwear strategy, Vietnam/Korea expansion and build of associated innovation centres.

Achieved

5%

NA

n/a

Group restructuring execution

5%

5%

5%

R Cox

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework.

N Wright and G McGrath

  • Lead the Group legal entity restructuring initiative.
  • Execute transition to new corporate and subsidiary structure including company name change with aligned reporting framework and tax efficiency.
  • Reconfigure and embed new financial reporting structure to support revised corporate architecture and embed ARK reporting across all parts of the business.
  • Complete MEL (finance and tax) clean-up activities.
  • Establish fully compliant and operational financial, tax, and legal frameworks in Vietnam and Korea, including all required regulatory approvals and reporting structures.

Achieved

5%

5%

5%

M&A growth delivery

5%

5%

5%

R Cox

Drive strategic growth through successful M&A execution, delivering a minimum of one acquisition and building a robust opportunity pipeline across all regions (North America, EMEA and South/Southeast Asia).

N Wright

Complete the acquisition of OKC.

G McGrath

Drive strategic growth through completion (SPA completed) of a minimum of one acquisition aligned with Group objectives.

Achieved

5%

5%

5%

Deliver new finance facility

NA

5%

NA

Establish new finance facility to support five-year plan and M&A.

Achieved

NA

5%

n/a

Finance & IT transformation

NA

NA

5%

Successfully deliver all Finance and IT components of the \u00a34m Group transformation programme, including implementation of enhanced risk management framework, per the work carried out by the Internal Auditor.

Achievement of identified cost and efficiency targets across the finance and IT teams, meeting all project milestones on schedule and maintaining positive employee relations with no disruption due to legal cases.

Partially achieved

NA

NA

3.8%

Deliver five-year plan

NA

5%

NA

Update and review the five-year plan and budget for approval by the Board.

Achieved

n/a

5%

n/a

Provision 29 readiness

NA

NA

5%

Ensure Zotefoams is ready to meet Provision 29 of the 2024 UK Corporate Governance Code on internal control reporting by year end.

Achieved

NA

NA

5%

The annual bonus was based on base salary before salary sacrifice. The maximum opportunity for the bonus was 100% of salary. 33% of the bonus is deferred into shares held in trust for three years under the DBSP. Full details of the operation of the DBSP are set out in the Directors\u2019 Remuneration Policy.

2025

Cash bonus (\u00a3)

Deferred bonus (\u00a3)

Total bonus (\u00a3)

R Cox

297,089

146,326

443,415

N Wright1

50,250

24,750

75,000

G McGrath1

159,414

78,516

237,930

1 \u00a0 \u00a0Figures for N Wright and G McGrath shown above reflect pro-rated amounts aligned to the single figure table.

In assessing whether the outcome generated by the annual bonus was fair in the context of broader performance, the Committee took into account the underlying financial performance of the Group and the wider stakeholder experience (including, but not limited to, the shareholder experience) over the course of the year. As\u00a0set out above, significant progress has been made over the year to set Zotefoams up to deliver long-term sustainable success and the Committee felt that the formulaic outcome was an appropriate reflection of performance delivered. It has, therefore, not exercised any further discretion in relation to incentive outcomes during the year.

LTIP

The 2023 LTIP award was subject to four performance conditions measured over the three financial years ended 31 December 2025: 30% of the award was subject to relative TSR against the FTSE SmallCap Index (excluding investment trusts), 45% of the award was subject to an EPS growth target, 15% of the award was subject to a ROACE growth target and 10% of the award was subject to a sustainable product development target. Performance is measured over a three-year period and the restricted shares will be released to the participant after two years, to the extent that TSR, EPS, ROACE and sustainability targets over the period have been met, together with additional shares that represent the dividends that would have been paid during the performance period on the restricted shares that have been released.

The total award vesting is the sum of the awards for TSR, EPS, ROACE and sustainability targets. Where performance is below the threshold point for any performance condition, then no part of the award vests in relation to that performance condition. Between the threshold point and the maximum, the award vests on a sliding scale basis.

The table below summarises the performance criteria for the 2023 award, which is due to vest on 29 April 2026.

Threshold1

Maximum (100%)

Performance

target

% of award

vesting

Performance

target

% of award

vesting

Achievement

Level of vesting

(% maximum)

Relative TSR performance

Median performance against peer group

6%


Upper quartile performance against peer group

30%

Ranked between median and upper quartile performance against peer group (41.8% and ranked 40th)

16.17%

Adjusted EPS2

5% per annum (23.61p)

9%


15% per annum (31.01p)

45%

33.93p2

45%

ROACE3

11%

3%

15%

15%

16.0%3

15%

Sustainable product development

4%

2%

5%

10%

1.2%

0%

Total






76.17%

1 \u00a0 \u00a0Threshold is 20% of maximum.

2\u00a0 \u00a0 Based on excluding MEL losses and adjusting for a constant tax rate of 19%.

3\u00a0 \u00a0 ROACE excludes MEL.

Based on the above level of performance, the 2023 LTIP will vest at 76.17%. The Committee considered the formulaic out-turns under the LTIP relative to Group and individual performance and determined that no discretion should be exercised.

Scheme interests granted during 2025 (audited)

The table below sets out details of scheme interests granted to the Executive Directors during 2025:

Type of award

Date of grant

Number of

shares

granted

Face value\u00b9

(\u00a3)

R Cox

Deferred bonus2
(unconditional shares)

23.04.2025

34,770

88,177

G McGrath

26,816

68,006

Type of award

Date of grant

Number of

shares

granted

Face value1

(\u00a3)

Face value

(% of salary)

Threshold for

vesting (% of

face value)

Performance

condition

End of

performance

period

R Cox

LTIP3 (conditional shares)

23.04.2024

262,272

665,123

150

20% of maximum (further details

set out below)

35% based
on\u00a0relative
TSR growth.5

45%\u00a0on adjusted

EPS\u00a0compound

growth,6 15% on

ROACE7\u00a0 and\u00a05%

on sustainable

product development.8

31.12.2027

G McGrath

47,3844

120,166

150

1\u00a0 \u00a0 Face value calculated using the five working day average share price before the grant date (\u00a32.536).

2\u00a0 \u00a0Awards vest on the third anniversary of grant. There are no performance conditions for these awards.

3\u00a0 \u00a0Award is subject to a three-year performance period and, subject to performance, is released after a two-year post-vesting holding period.

4\u00a0 \u00a0The award for G McGrath was pro-rated to reflect his period of active service during the performance period.

5\u00a0 \u00a0Relative TSR growth is measured based on Zotefoams' ranking against the FTSE SmallCap Index (excluding investment trusts). The threshold point for relative TSR performance is ranked median against the peer group, where 7% of the award will vest, to upper quartile ranking against the peer group, where the maximum of 35% of the award will vest.

6\u00a0 \u00a0Adjusted EPS is the EPS for the financial year ending 31 December 2027. The threshold point is 5% p.a. compound growth, where 9% of the award will vest, to the maximum 15% p.a. compound growth, where 45% of the award will vest. In line with the approach for previous LTIP awards, the EPS targets have been set based on a constant tax rate reflecting the significant deviation of the reported tax rate. The Committee retains the discretion to override this where it considers it appropriate.

7\u00a0 \u00a0Return on average capital employed (ROACE) is defined as operating profit before exceptional items for the year, divided by the average sum of its equity, net debt and other non-current liabilities for the beginning and end of the year. This measure excludes acquired intangible assets and their amortisation cost. The threshold point is average ROACE of 15%, where 3% of the award will vest. Maximum vesting occurs for average ROACE of 19%, where 15% of the award will vest.

8\u00a0 \u00a0Sustainable product development is defined as the development of products valued by Zotefoams\u2019 customers for their use-phase resource efficiency (defined by the Sustainability Accounting Standards Board) as a product that, through its use, can be shown to improve energy efficiency, eliminate or lower greenhouse gas (GHG) emissions, reduce raw materials consumption, increase product longevity or reduce water consumption. The threshold point is 5% of revenue, where 1% of the award will vest, to the maximum of 6% of revenue, where 5% of the award will vest.

Total pension entitlements (audited)

The Zotefoams Defined Benefit Pension Scheme (the \u201cDB Scheme\u201d) was closed to future accrual with effect from 31 December 2005. From that date, all active members ceased to accrue further benefits and became entitled to preserved pensions payable from their normal retirement age, or immediately where the member had already reached normal retirement age. While the Defined Benefit Share Scheme remains in force for legacy members, it no longer applies to any\u00a0Directors.

Payments made to past Directors (audited)

Further to the announcement on 3 March 2025, G McGrath stepped down as Group CFO and as a Director of Zotefoams with effect from 31 October 2025. He\u00a0remained an employee until 28 February 2026 and was paid his salary and provided with his contractual benefits in the usual way up to this date.

The remuneration he received for the portion of the year for which he was a Director (i.e. to 31 October 2025) is disclosed in the single figure table. The\u00a0following arrangements applied for the period from 1 November to 31 December 2025.

Salary, benefits and pension continued to be paid until 31 December 2025. This amounted to \u00a348,067 in respect of salary, \u00a32,496 in respect of benefits and \u00a36,129 in\u00a0respect of pension.

He was entitled to receive a bonus for 2025, pro-rated for the period to 31 October 2025. The performance outcomes are shown here. The value of the bonus received in relation to this period was \u00a3237,930, of which one-third is subject to deferral in the usual way. For the avoidance of doubt, G McGrath did not receive a bonus in respect of the period from 1 November to 31 December 2025.

Payments for loss of office (audited)

G McGrath

The arrangements in connection with the cessation of G McGrath stepping down as Group CFO and as a Director of Zotefoams are set out above (in the Payments to past Directors section) and below.

G McGrath did not receive any payment in lieu of notice.

The Committee exercised its discretion to determine that G McGrath was a \u201cgood leaver\u201d for the purposes of determining the treatment of his outstanding DBSP, LTIP and ASOP incentive awards. His outstanding DBSP awards were retained and will vest on their usual vesting dates with no acceleration. His outstanding LTIP awards, granted in 2023 and 2024, will vest on their usual vesting dates, pro-rated for the period to 31 October 2025 and tested for performance in the usual way.

A contribution of \u00a33,000 plus VAT was made towards his legal fees in relation to the settlement agreement.

He received no other remuneration payments or payments for loss of office as a consequence of stepping down from the Board.

He will comply with the post-employment shareholding requirement for the period of two years from ceasing to be a Director of the Company.

Statement of Directors\u2019 shareholding and share interests (audited)

In line with the Remuneration Policy adopted at the 2023 AGM, the Executive Directors are required to hold shares in the Company equivalent to 200% of base salary, with a five-year period to build up this holding from appointment to the Board. Executive Directors are expected to retain their full shareholding requirement for one year post cessation of employment and 50% for two years after leaving, unless the shares were acquired from LTIP and DBSP awards granted from 1 January 2023. If the shares were acquired from LTIP and DBSP awards granted from 1 January 2023, Executive Directors are expected to retain their full shareholding requirement for two years post cessation of employment.

Throughout 2025, G McGrath complied with the Policy, holding 337% of base salary at 31 December 2025. R Cox and N Wright joined the Company in 2024 and 2025 respectively. As at 31 December 2025, R Cox held 104% of base salary and N Wright held 0% of salary.1

1\u00a0 \u00a0 Includes shares owned outright and interests in share incentive scheme without performance conditions. Calculated on the basis of the average share price over the three months to 31 December 2025 of \u00a34.06.

The tables below set out the Directors\u2019 interests (including those of their connected persons) in Zotefoams shares as at 31 December 2025. There were no changes in the Directors\u2019 interests between the year end and the date of this report.

Executive Directors

Shares owned outright\u00b9

Interest in

share\u00a0incentive

schemes\u00a0without

performance

conditions2

Interest in

share\u00a0incentive

schemes\u00a0with

performance

conditions3

R Cox

11,938

34,770

416,279

G McGrath

103,184

111,269

151,754

N Wright

\u2013

\u2013

\u2013

1\u00a0 \u00a0 Includes Partnership Shares, Dividend Shares and vested Matching Shares under the SIP.

2 \u00a0 Comprises: vested Company Share Option Plan awards, DBSP shares, unvested Matching Shares under the SIP, the unvested portion of the 2023 LTIP awards due to vest on 29 April 2026 and the unvested portion of the 2021 and 2022 LTIP awards.

3\u00a0 Comprises: unvested LTIP shares.

Non-Executive Directors

Shares owned outright

J Carling

3,323

L Drummond

14,723

D Robertson

7,302

M Swift

11,827

C Wall

7,936

Scheme interests (audited)

The table below provides details of the current position of outstanding awards made to the Executive Directors who served in the year under review:

Scheme1

As at

31 Dec
2024

Date of

exercise or

release

Granted

during

the year

Exercised or

released

Lapsed or

cancelled

As at

31 Dec
2025

Market

price on

exercise

date

Exercise

price

Date from

which

exercisable

Expiry

date

R Cox

LTIP (2024)

\u2013

\u2013

154,007

\u2013

\u2013

154,007

\u2013

\u2013

08.05.2027

NA

SIP2

30

\u2013

19

\u2013

\u2013

49

\u2013

\u2013

\u2013

\u2013

LTIP (2025)

\u2013

\u2013

262,272

\u2013

\u2013

262,272

\u2013

\u2013

23.04.2028

NA


DBSP (2025)

\u2013

\u2013

34,770

\u2013

\u2013

34,770

\u2013

\u2013

23.04.2028

NA

G McGrath3

CSOP

10,344

\u2013

\u2013

\u2013

\u2013

10,344

\u2013

\u00a32.90

05.04.2019

05.04.2026


LTIP (2020)

20,154

\u2013

\u2013

(20,154)

\u2013

\u2013

\u2013

\u2013

21.09.2023

NA


LTIP (2021)

53,673

\u2013

\u2013

\u2013

\u2013

53,673

\u2013

\u2013

26.04.2024

NA


LTIP (2022)

105,910

\u2013

\u2013

\u2013

(24,921)

80,989

\u2013

\u2013

29.04.2025

NA


LTIP (2023)

82,487

\u2013

\u2013

\u2013

(4,583)

77,904

\u2013

\u2013

18.04.2026

NA


LTIP (2024)

100,167

\u2013

\u2013

\u2013

(38,954)

61,213

\u2013

\u2013

08.05.2027

NA


LTIP (2025)

\u2013

\u2013

47,384

\u2013

\u2013

47,384

\u2013

\u2013

23.04.2028

NA


DBSP (2021)

2,036

\u2013

\u2013

(2,036)

\u2013

\u2013

\u2013

\u2013

29.04.2025

NA


DBSP (2022)

10,323

\u2013

\u2013

\u2013

\u2013

10,323

\u2013

\u2013

18.04.2026

NA


DBSP (2023)

19,223

\u2013

\u2013

\u2013

\u2013

19,223

\u2013

\u2013

08.05.2027

NA


DBSP (2024)

\u2013

\u2013

26,816

\u2013

\u2013

26,816

\u2013

\u2013

23.04.2028


SIP2

1,052

\u2013

140

\u2013

\u2013

1,192

\u2013

\u2013

\u2013

NA

1 \u00a0 \u00a0Details of the performance conditions applying to each LTIP award can be found in the Directors\u2019 Remuneration report for the relevant year.

2\u00a0 \u00a0Matching Shares under the SIP. Participants buy Partnership Shares monthly under the SIP. The Company provides one Matching Share for every four Partnership Shares purchased. These Matching Shares are first available for vesting three years after being awarded or on leaving if the person is considered to be a \u201cgood leaver\u201d.

3\u00a0 \u00a0G McGrath stepped down from the Board on 31 October 2025 and left the employment of Zotefoams plc on 28 February 2026. Share awards were pro-rated to 31 October 2025 as noted above in the Payments for loss of office section to reflect a reduced performance period.

Details of Directors\u2019 service contracts and appointment letters (unaudited)

The following table sets out the details of the service contracts and appointment letters for the Directors as at 31 December 2025. Copies of the Directors\u2019 service contracts and appointment letters are available for inspection at the Company\u2019s registered office.

Director

Date of current

service\u00a0contract or

appointment letter1

Unexpired terms at
31 December 2024

J Carling

1 April 2023

5 months

R Cox

2 April 2024

\u2013

N Wright

22 September 2025

\u2013

L Drummond

17 January 2023

5 months

M Swift

29 September 2023

5 months

C Wall

1 April 2023

5 months

J Clarke

28 October 2025

\u2013

1\u00a0 \u00a0 Appointment letters are currently for terms of three years. Non-Executive Directors\u2019 appointments and subsequent re-appointments are subject to annual re-election by shareholders at each AGM.

External appointments

During 2025, Executive Directors did not receive any fees from external appointments.

Change in remuneration of Group Directors and employees (unaudited)

The table below illustrates the percentage change in salary and benefits for the Group Directors from the prior years compared with the average percentage change for the UK workforce.

The employee subset consists of an average of the UK workforce for the period under review. This subset has been selected as this employee representative group is the largest group of employees within the organisation. The Non-Executive Directors receive no taxable benefits or annual bonus.

% change in

base salary

(2025 to

2024)

% change in

taxable

benefit

(2025 to

2024)

% change

in annual

bonus UK

employees

only (2025

to 2024)

% change in

base salary

(2024 to

2023)

% change

in\u00a0taxable

benefit

(2024 to

2023)

% change

in annual

bonus UK

employees

only (2024

to 2023)\u00a0

R Cox1

36.9

(56.6)

65.9

\u2013

\u2013

\u2013

G McGrath

4.1

1.4

15.5

9.0

6.2

(14.8)

J Carling

12.6

9.0

\u2013

\u2013

L Drummond2

9.8

47.9

\u2013

\u2013

D Robertson

11.7

9.7

\u2013

\u2013

M Swift2

11.7

27.2

\u2013

\u2013

C Wall

10.2

9.0

\u2013

\u2013

Average employee

8.3

(7.4)

(18.3)

1 \u00a0 \u00a0R Cox joined the Company on 2 April 2024 and the increase in base salary and bonus reflect the part-year amount in 2024. The decrease in benefits reflects the relocation allowance received in 2024 only.

2\u00a0 \u00a0L Drummond was appointed to the Board in January 2023. M Swift was appointed to the Board in September 2023. Their 2024 increases reflect the fact that they were only paid their respective fees in 2023 for part of the year.

3\u00a0 \u00a0N Wright and J Clarke have been excluded from the table as there is no prior year comparative.

The UK employees\u2019 salary review is negotiated with the unions and a 3% increase was agreed in relation to 2025. For 2026, the annual salary increase for UK employees is still pending, but will be effective 1 April 2026.

CEO pay ratio

Companies with more than 250 employees are required to publish the CEO-to-employee pay ratio. The ratio compares the total remuneration of the Group CEO against the remuneration of the median employee, and employees in the lower and upper quartiles. These pay ratios form part of the information that is provided to the Committee on broader employee pay policies and practices. The Committee has considered the pay data and concluded that the current ratio is proportionate and allows the business to retain high-calibre individuals capable of delivering the growth strategy.

The ratios set out below were calculated using the Option A methodology, which uses the pay and benefits of all UK employees as it provides the most accurate information and representation of the ratios. The employee pay data used was based on the total remuneration of all Zotefoams plc\u2019s full-time employees as at 31\u00a0December 2025. The Group CEO\u2019s total remuneration has been taken from the single total figure of remuneration for 2025, as disclosed here.

The Committee considers that the median CEO pay ratio is consistent with the relative roles and responsibilities of the Group CEO and the identified employees. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors, including market practice, location, experience and performance in role. The Group CEO\u2019s remuneration package is weighted towards variable pay (including the annual bonus, LTIP and DBSP) due to the nature of the role, which means that the ratio is likely to fluctuate, depending on the outcomes of incentive plans in each year. The increase in the total pay ratio at the 25th, 50th and 75th percentiles since 2021 is due to no LTIP vesting, low annual bonus pay-out in 2021 and higher LTIP and annual bonus outcomes in both 2022 and 2023.

Year

Method

25th percentile\u00a0pay ratio

50th percentile\u00a0pay ratio

75th percentile\u00a0pay ratio

2025 \u2013 Base salary

Option A

12:1

10:1

8:1

2025 \u2013 Total pay

23:1

20:1

15:1

2024 \u2013 Total pay

30:1

25:1

19:1

2023 \u2013 Total pay

30:1

25:1

19:1

2022 \u2013 Total pay

23:1

20:1

15:1

Pay data (\u00a3\u2019000)

Base salary

Total pay

CEO\u2019s remuneration

440,186

930,980

UK employees 25th percentile

36,733

40,301

UK employees 50th percentile

42,310

47,081

UK employees 75th percentile

55,000

61,210

Historical TSR performance and Group CEO remuneration outcomes (unaudited)

The graph below compares the TSR of Zotefoams against the FTSE SmallCap Index (excluding investment trusts), which is considered the most appropriate choice of index by the Remuneration Committee due to the Group\u2019s size and membership of this index.

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Workforce alignment

While it remains important to set base salaries on a market-competitive basis reflective of the size and complexity of the business, the Committee has considered alignment of executive remuneration with workforce reward structures.

The table below illustrates the Group CEO\u2019s single figure for total remuneration, annual bonus pay-out and LTIP vesting as a percentage of maximum opportunity.

Group CEO\u2019s

single\u00a0total

figure of

remuneration

(\u00a3)

Annual

bonus pay-out
(% of maximum)

LTIP vesting

(% of maximum)

2025(R Cox)

930,980

100.0

NA

2024 (R Cox)

648,339

83.0

NA

2024 (D Stirling)

651,851

67.0

76.4

2023 (D Stirling)

1,089,0671

95.0

70.0

2022 (D Stirling)

757,851

91.6

34.7

2021 (D Stirling)

441,369

22.0

0.0

2020 (D Stirling)

491,548

28.0

23.5

2019 (D Stirling)

637,473

37.1

47.0

2018 (D Stirling)

794,905

35.1

100.0

2017 (D Stirling)

676,816

84.4

58.0

2016 (D Stirling)

497,545

55.0

37.7

2015 (D Stirling)

418,568

44.4

50.0

1\u00a0 \u00a0The Group CEO\u2019s single total figure of remuneration for 2023 has been restated.

Relative importance of spend on pay (unaudited)

The table below illustrates the year-on-year change in total Executive Directors\u2019 remuneration and Executive Directors\u2019 remuneration compared with profit after tax and distributions to shareholders for 2024 and 2023.

% change

2024/2025

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Total remuneration\u00b9

9.3%

34,238

31,324

Executive Directors\u2019 remuneration2

(21.1)%

1,924

2,132

Profit after tax

\u2013

22,639

(2,755)

Shareholder distributions3

4.8%

3,713

3,542

1 \u00a0 \u00a0Social security costs paid by the Group have been excluded from this figure.

2\u00a0 The Executive Directors\u2019 remuneration for 2024 has been restated to reflect the restated single total figure of remuneration for 2024.

3\u00a0 Shareholder distributions refer to the dividends paid during the year.

Committee role and advisers (unaudited)

The Group has established a Remuneration Committee, which is constituted in accordance with the recommendations of the UK Corporate Governance Code. J\u00a0Carling, L Drummond, M Swift, J Clarke and C Wall were members of the Committee as at 31 December 2025 and to the date of this report. All the members are independent Non-Executive Directors, with the exception of L Drummond, who was independent on appointment as Chair of the Company. The Committee was chaired by M Swift throughout the year. The Committee\u2019s Terms of Reference were last updated in August 2023 and may be found on the Group\u2019s website.

None of the Committee members have any personal financial interest (other than fees paid as disclosed on page 88 and as shareholders) in the Company, nor do they have any interests that may conflict with those of the Group, such as cross-directorships. None of the Committee members are involved in the day-to-day management of the business. The Committee makes recommendations to the Board on remuneration matters. No Director is involved in any decision concerning their own remuneration.

The Remuneration Committee met four times in 2025, with full attendance at each meeting. The Company Secretary acts as secretary to the Committee.

In 2025, the Remuneration Committee carried out the following work:

  • considered changes to the Directors\u2019 Remuneration Policy, with proposals submitted for shareholder consultation in early 2026
  • approved the remuneration package of the new Group CFO
  • approved the terms of a settlement agreement with the departing Group CFO
  • completed a review of the remuneration arrangements for the Executive Directors and the wider workforce
  • approved the 2024 Directors\u2019 Remuneration report
  • considered and approved the annual bonus for the Group Executive team
  • considered and approved the grant of awards under the LTIP and the DBSP in 2025 and the vesting of awards made in 2022 under the LTIP
  • considered the salary levels of the Group Executive team and awarded pay rises in line with the general workforce pay rise level
  • approved appropriate market-level remuneration for new members of the Group Executive team
  • approved the remuneration package of the new Company Secretary
  • considered the performance targets for the 2025 Executive Directors\u2019 bonus and LTIP awards.

Deloitte LLP (Deloitte) was appointed to provide advice to the Remuneration Committee in relation to Directors\u2019 remuneration following a retendering exercise in 2022, and continued to work with the Committee in respect of general remuneration advice. Deloitte is a member of the Remuneration Consultants Group and adheres to its Code on Executive Remuneration Consulting in the UK. The Committee is comfortable that Deloitte does not have connections with Zotefoams plc that may impair its objectivity and independence. Deloitte also provided remuneration advice to the Company\u2019s management during 2025.

Total fees for advice provided in respect of material assistance to the Committee amounted to the following:

2025

(\u00a3)

2024

(\u00a3)

Deloitte LLP

55,900

36,250

Total

55,900

36,250

Shareholder voting (unaudited)

The table below sets out the results of the votes received on the Directors\u2019 Remuneration Policy approved at the 2023 AGM as well as the 2024 Directors\u2019 Remuneration report approved at the 2025 AGM:

Directors\u2019

Remuneration Policy

%

Report on

remuneration

%

Votes in favour

30,838,381

95.22

26,191,150

99.44

Votes against

1,530,762

4.73

147,866

0.56
Total votes cast

32,369,143

100.00

26,339,036

100.00

Votes withheld

1,101

\u2013

13,122

\u2013

Details of aggregate Directors\u2019 emoluments are provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Aggregate emoluments

1,601

1,408

Social security costs paid by the Company

167

200

Aggregate gains made on the exercise of share options

64

32

Aggregate amounts receivable under long-term incentive schemes

241

656

Company contribution to money purchase pension scheme

82

67


2,155

2,363

Further details of Directors\u2019 emoluments, including details of the highest-paid Director, are included in the Directors\u2019 Remuneration report.

Directors

The Directors of the Company as at 31 December 2025 and their immediate relatives control approximately 1.17% (2024: 0.92%) of the voting shares of the Company. Details of Directors\u2019 pay and remuneration are given in the Directors\u2019 Remuneration report. Executive Directors are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 6.

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The\u00a0financial statements were authorised for issue by the Board of Directors on 10\u00a0April 2026 and were signed on its behalf by:

Nick Wright

Group CFO

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1. General information

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Zotefoams plc (the \u201cCompany\u201d) is a public limited company, which is listed on the London Stock Exchange and incorporated and domiciled in England, UK. The\u00a0registered office of the Company is Salisbury House, Finsbury Circus, London EC2M 7AQ.

The Company, its subsidiaries and joint ventures (together referred to\u00a0as\u00a0the\u00a0\u201cGroup\u201d) are engaged in the manufacturing and sale of high\u2011performance foams and licensing of related technology for specialist markets worldwide.

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2. Material accounting policies

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The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

2.1 Basis of preparation

The consolidated financial statements of Zotefoams plc have been prepared in accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and as applied in accordance with the provisions of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention except for derivative financial instruments, which are measured at fair value through profit or loss.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group\u2019s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 27.

i) Going concern

The Group\u2019s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report and the section entitled\u00a0Risk management and principal risks. These also describe the financial position of the Group, its cash flows and liquidity position. In addition, note 22 to the financial statements includes the Group\u2019s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, borrowing facilities and its exposure to credit risk and liquidity risk.

At 31 December 2025, the Group\u2019s gross finance facilities comprised a \u00a350.0m facility with a \u00a325.0m accordion (2024: \u00a350.0m facility with a \u00a325.0m accordion), consisting entirely of a multi-currency term loan. This loan was due to mature in March 2027 and was refinanced on 23\u00a0January 2026 with a larger facility of \u00a390.0m with a \u00a330.0m accordion. The new loan is for a three-year term and can be extended to four years in 2026, and to five years in 2027.

The Directors believe that the Group is well placed to manage its business risks and, after making enquiries including a review of forecasts and predictions, taking account of reasonably possible changes in trading performance and considering the existing banking facilities, have a reasonable expectation that the Group has\u00a0adequate resources to continue in operational existence for the next twelve months following the date of approval of the financial statements. After due consideration of the range and likelihood of potential outcomes evaluated as part of stress tests on the viability statement, the Directors continue to adopt the going concern basis of accounting in preparing the Annual Report.

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and joint venture as at 31\u00a0December 2025.

i) Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

ii) Transactions eliminated on consolidation

All intra-group balances and transactions, including any unrealised gains and losses or income and expenses arising from such transactions, are eliminated in full on preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Where necessary, amounts reported by subsidiaries have been adjusted to conform with the Group\u2019s accounting policies.

iii) Joint arrangements

The Group applies IFRS 11 to its joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint\u00a0 arrangements and determined it to be a joint venture. The interest in the joint venture is accounted for using the equity method, after initially being recognised at cost.

iv) Equity method

Under the equity method of accounting, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor\u2019s share of the change in net assets of the investee after the date of acquisition.

If the ownership interest in the joint venture is reduced but joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group\u2019s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised with a corresponding adjustment to the carrying value of the investment. Where the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture. Distributions received from the joint venture reduce the carrying value\u00a0of\u00a0the investment.

The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is impaired. If\u00a0this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its\u00a0carrying value, and recognises the amount adjacent to \u201cshare of profit/(loss) of joint venture\u201d in the income statement.

Gains and losses resulting from upstream and downstream transactions between the Group and the joint venture are recognised in the Group\u2019s financial statements only to the extent of an unrelated investor\u2019s interests in the joint venture. Unrealised losses are eliminated unless the transaction provides evidence of\u00a0an impairment of the asset transferred. Accounting policies of the joint venture have been aligned where necessary to ensure consistency with the policies adopted by the\u00a0Group.

v) Accounting for business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from the activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus
  • the recognised amount of any non-controlling interests in the acquiree; plus
  • if the business combination is achieved in stages, the fair value remeasured at acquisition date of the existing interest in the acquiree; less
  • the net recognised amount of the identifiable assets acquired and liabilities assumed; less
  • separately identifiable intangible assets arising from the purchase price allocation.

Separately identifiable intangible assets arising from the purchase price\u00a0allocation are recognised where they meet the definition and recognition criteria of an intangible asset as set out in IAS 38. Such intangible assets may include, for example, customer relationships, brand names, trademarks, technology or order backlogs. These assets are initially recognised at fair value at the date of acquisition and are subsequently amortised on a systematic basis over their estimated useful economic lives, which are reviewed annually. The amortisation is charged to the income statement.

Goodwill is initially measured at cost. After initial recognition, goodwill is\u00a0measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s segments that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a segment and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured based on the relative\u00a0values of the disposed operation and the portion of the segment\u00a0retained.

The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value at the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in the\u00a0income statement. The consideration transferred does not include amounts related to the settlement of pre\u2011existing relationships. Such amounts are generally recognised in the income statement. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration to be transferred by the acquirer will\u00a0be\u00a0recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 \"Financial Instruments\", is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in\u00a0fair value recognised in profit or loss.

vi) Investments in subsidiaries and joint arrangements

The Company\u2019s investments in subsidiaries and joint arrangements are stated at cost.

2.3 Foreign currency

i) Functional and presentation currency

The Group\u2019s consolidated financial statements are presented in sterling, which is the Group\u2019s functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and, on disposal of a\u00a0foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

The Company\u2019s financial statements are prepared and presented in sterling, which is its functional currency.

ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation (where\u00a0items are remeasured). Monetary assets and liabilities denominated in foreign currencies are translated at\u00a0the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses resulting from the settlement of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges. All foreign exchange gains and losses are presented in the income statement within administrative expenses.

Translation differences related to items classified through other comprehensive income (\"OCI\")are recognised in OCI, while remaining translation differences are recognised in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.\u00a0translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss respectively).

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) or the derecognition of a\u00a0non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.

iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities of foreign operations are translated at the closing rate of exchange prevailing at the reporting date
  • income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated
    at the rate on the dates of each transaction).

All resulting exchange differences are recognised in OCI. On disposal of a\u00a0foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity, and they are translated at the closing rate. Exchange differences arising are recognised in OCI.

2.4 Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge its exposure to foreign currency risks arising from operational, financing and investment activities. The\u00a0Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivatives are initially recognised at fair value on the date when a derivative contract is entered into, and they are subsequently remeasured at their fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The method of recognising the resulting gain or loss\u00a0depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates all derivatives as hedges of a particular risk associated with a\u00a0recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

At the inception of the transaction, the Group designates and documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on\u00a0an\u00a0ongoing basis, of whether the derivatives that are used in hedging transactions are highly\u00a0effective in offsetting changes in fair values or cash flows of hedged\u00a0items.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 22. The full fair value of a hedging derivative is classified as a non\u2011current asset or liability where the remaining maturity of the hedged item is more than twelve months, and as a current asset or liability where the remaining maturity of the hedged item is less than twelve months. Trading derivatives are classified as a current asset or liability.

The fair value of forward exchange contracts is their quoted market price at the statement of financial position date, being the present value of the quoted forward\u00a0price.

i) Cash flow hedging

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement against revenue.

When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contracts are recognised in the cash flow hedging reserve within equity. The change in the forward element of the contract that relates to the hedged item (\u201caligned forward element\u201d) is recognised within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity might designate the full change in fair value of the forward contract (including forward points)\u00a0as the hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash flow hedging reserve within equity.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to the income statement and recognised through the statement of other comprehensive income.

2.5 Property, plant and equipment

i) Owned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and any impairment losses. Such costs include those directly attributable to making the asset capable of\u00a0operating as intended. The carrying amount of any part that is subsequently replaced is derecognised. When\u00a0parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and\u00a0equipment.

Subsequent costs are included in the asset\u2019s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e. at the date the recipient obtains control) or\u00a0when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.

The cost of assets under construction includes the cost of materials and direct labour, and any other costs directly attributable to bringing the asset to a working condition for its intended use.

ii) Depreciation

Land is not depreciated. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of property, plant and equipment. The estimated useful lives are as follows:

  • Buildings 20\u201340 years
  • Plant and equipment 5\u201320 years
  • Fixtures and fittings 3\u20135 years.

Assets under construction are depreciated from the month in which the asset is ready for its intended use.

The assets\u2019 residual values and expected useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.

2.6 Intangible assets

i) Research and development

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible assets where the following criteria are met:

  • it is technically feasible to complete the asset so that it will be available for use
  • management intends to complete the asset and use or sell it
  • there is an ability to use or sell the asset
  • it can be demonstrated how the asset will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the asset are available
  • the expenditure attributable to the asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an appropriate portion of relevant overheads.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when\u00a0development is complete, and the asset is available for use. It is amortised over the period over which\u00a0future economic benefits are expected to be derived. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

ii) Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the Group\u2019s interest in the identifiable assets, liabilities and contingent liabilities acquired in a business combination. Goodwill is stated at the amount recognised on the date of acquisition less any accumulated impairment losses. Goodwill is tested annually for impairment or more frequently if there are indications that goodwill may\u00a0be impaired.

iii) Software

Acquired computer software licences are capitalised on the basis of the\u00a0costs incurred to acquire and bring to use the specific software. Following initial recognition, items of software are carried at cost less any\u00a0accumulated amortisation and accumulated impairment losses.

iv) Patents

Patents are initially measured at purchase cost and are amortised on a straight-line basis over their estimated useful economic lives.

v) Other intangible assets

Intangible assets acquired from a business combination are capitalised at fair value as at the date of acquisition and amortised over their estimated useful economic life. Their carrying value is the fair value at\u00a0acquisition less cumulative amortisation and any impairment. An\u00a0intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.

Development costs that are directly attributable to the design and development of internally generated intangible assets controlled by the\u00a0Group are recognised when the relevant criteria are met. Internally generated intangible assets are amortised from the point at which the asset is ready for use.

Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense as incurred. Research expenditure and development expenditure that do not meet the criteria above are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

vi) Amortisation

The estimated useful lives of the Group\u2019s intangible assets are as follows:

  • Marketing related 5\u201315 years
  • Customer related 2\u201310 years
  • Technology related 5\u201320 years
  • Software related 3\u201310 years
  • Licences 3\u201310 years
  • Capitalised development 3\u201310 years, from the date the patent is granted.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

2.7 Financial instruments

i) Classifications

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial\u00a0recognition.

The Group classifies its financial assets in the following categories:

a) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if\u00a0acquired principally for the purpose of selling it in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

b) Financial assets measured at amortised cost

Financial assets measured at amortised cost are held for collection of\u00a0contractual cash flows where those cash flows represent solely payments of principal and interest.

c) Financial assets measured at fair value through other comprehensive income

Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve.

ii) Recognition and measurement

Financial assets not carried at fair value through profit or loss are initially recognised at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and\u00a0transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to\u00a0receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Interest income from financial assets carried at amortised cost is included in finance income using the effective interest rate method. Any gain or loss\u00a0arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

Gains or losses arising from changes in the fair value of the \u201cfinancial assets at fair value through profit or loss\u201d category are presented in the income statement within administrative expenses in the financial year in which they arise.

iii) Impairment of financial assets carried at amortised cost

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the\u00a0receivables. Further details are provided in note 22.

iv) Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of\u00a0the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If\u00a0the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

v) Financial liabilities

Financial liabilities are recognised when the Group becomes party to the\u00a0contractual provisions of the instrument. The Group derecognises financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. The measurement of financial liabilities depends on their classification, as follows:

a) Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of being held for trading are classified as measured at fair value through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective hedging instruments, are\u00a0included in this\u00a0category.

b) Financial liabilities measured at amortised cost

All other financial liabilities are initially recognised at fair value, net of directly attributable transaction costs. For interest-bearing loans and borrowings, this is typically equivalent to the fair value of the proceeds received, net of issue costs associated with the borrowing. After initial recognition, other financial liabilities are\u00a0subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised in finance income and finance costs respectively.

This category of financial liabilities includes trade and other payables.

vi) Offsetting of financial assets and liabilities

Financial assets and liabilities are presented gross in the balance sheet unless both of the following criteria are met: the Group currently has a legally enforceable right to offset the recognised amounts, and the Group intends to either settle on a net basis or realise the asset and settle the liability simultaneously. A right of offset is the Group\u2019s legal right to settle an amount payable to a creditor by applying against it an amount receivable from the same counterparty. The relevant legal jurisdiction and laws applicable\u00a0to the relationships between the parties are considered when assessing whether a legally enforceable right to offset currently exists.

vii) Current versus non-current classification

The Group classifies assets and liabilities in the statement of financial position as either current or non-current.

An asset is classified as current when it is:

  • expected to be realised or intended to be sold or consumed in the normal operating cycle
  • held primarily for the purpose of trading
  • expected to be realised within twelve months after the reporting period or
  • cash or cash equivalent unless restricted from being exchanged or\u00a0used to settle a liability for at least twelve months after the reporting\u00a0period.

All other assets are classified as non-current.

An entity shall classify a liability as current when:

  • it expects to settle the liability in its normal operating cycle
  • it holds the liability primarily for the purpose of trading
  • the liability is due to be settled within twelve months after the reporting period or
  • it does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.8 Trade and other receivables

Trade receivables are amounts due from customers for goods sold or\u00a0services performed in the ordinary course of business. They are generally due for settlement within 30\u201390 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at\u00a0fair value. The Group holds the trade receivables with the objective of\u00a0collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

Due to the short-term nature of current receivables, their carrying amount is considered to be the same as their fair value. Information about the impairment of trade receivables and the Group\u2019s exposure to\u00a0credit risk and foreign currency risk can be found in note 22.

2.9 Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

In determining the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used.

The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. For work in progress and finished goods manufactured by the Group, cost is taken as production cost, which includes an appropriate proportion of attributable overheads.

2.10 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term highly liquid investments with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

2.11 Impairment of non-financial assets

The carrying amounts of the Group\u2019s non-financial assets are reviewed at each statement of financial position date where there is an indication that the asset may be impaired. If any such indication exists, the asset\u2019s recoverable amount is estimated (see below).

For goodwill, property, plant and equipment and intangible assets that\u00a0have indefinite useful lives or that are not yet available for use, the\u00a0recoverable amount is estimated each year at the same time. An\u00a0impairment loss is recognised if the carrying amount of an asset or\u00a0its\u00a0related CGU exceeds its estimated recoverable amount.

i) Calculation of recoverable amount

The recoverable amount of an asset or CGU is the greater of its value in\u00a0use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the\u00a0asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test,\u00a0for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (DCF) model. The cash flows are based on a value in use calculation using cash flow projections from forecasts approved by management. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the sales volume and cost of\u00a0sales.

The Group\u2019s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

ii) Impairment losses

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of\u00a0any goodwill allocated to the CGU (or group of CGUs), and then to reduce the carrying amounts of the other assets in\u00a0the CGU (or group of CGUs) on a pro rata\u00a0basis.

iii) Reversal of impairment

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or\u00a0no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An\u00a0impairment loss is reversed only to the extent that the asset\u2019s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

2.12 Dividends

Final dividends are recognised as a liability in the financial year in which they are approved, and the corresponding amount is recognised directly\u00a0in equity. Interim dividends are recognised when paid.

2.13 Interest-bearing loans and borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any differences between cost and redemption values being recognised in the income statement over the period of the borrowings on an effective interest basis, where material. Adherence with loan covenants is discussed in note 22.

2.14 Employee benefits

i) Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or\u00a0constructive obligations to pay further contributions if the fund does not\u00a0hold sufficient assets to pay all employees the benefits relating to\u00a0employee service in the current and prior periods. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in future payments is available.

ii) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service and compensation.

The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the financial year, less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The\u00a0present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using AA credit-rated bonds that have terms to maturity approximating to the terms of the related pension obligation.

The current service cost of the defined benefit plan, recognised in \u201cstaff\u00a0expenses\u201d in the income statement, except where included in the cost of an asset, reflects the increase in the defined benefit obligation resulting from service in the current year, benefit changes, curtailments and settlements.

Past service costs are recognised immediately in the income statement.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in finance costs in the income statement.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the year in which they arise.

2.15 Share-based payment transactions

i) Equity-settled transactions

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (share awards) of\u00a0the Company. The fair value of the employee services received in exchange for the grant of the share awards is recognised as an expense. The total amount of the share award to be valued is determined by reference to the fair value of the share awards granted:

  • including any market performance conditions (for example, an entity\u2019s share price)
  • excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period)
  • including the impact of any non-vesting conditions (for example, the requirement for employees to save or hold shares for a specific period of time).

Where material, share awards granted since 1 January 2006 with market\u2011based vesting conditions are valued using the Black-Scholes-Merton model. Per the standard, these have no revisions to original estimates.

At the end of each reporting period, the Company revises its estimates of the number of share awards that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the\u00a0impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to\u00a0equity.

In addition, in some circumstances, employees might provide services in advance of the grant date, and so the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement and grant date.

When the share awards vest or are exercised, the Employee Benefit Trust (EBT) will normally release the shares to the participant. This may involve selling all, or a portion of, the shares. The proceeds received from the sale, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium.

Any social security contributions payable in connection with the grant of the share awards are considered an integral part of the grant itself, and the charge will be treated as a cash-settled transaction.

ii) Own shares held by the EBT

Transactions of the EBT are treated as being those of the Group and are therefore reflected in the financial statements. In particular, the EBT\u2019s purchase and sale of shares in the Company and any gain or loss on those shares are debited and credited directly to equity.

2.16 Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other payables are classified as current liabilities if payment is\u00a0due within one year or less (or in the normal operating cycle of the business, if longer). If\u00a0not, they are presented as non-current liabilities. Trade and other payables are stated at cost.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest\u00a0method.

2.17 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or\u00a0sale.

Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the income statement in the period in which they are incurred.

2.18 Revenue

Revenue comprises the sale of finished goods (foam), trading goods (equipment) and licence and royalty income. All these revenue streams are revenues arising from contracts with customers. The recognition and measurement principles of IFRS 15 are applied as set out below.

Revenue excludes intercompany revenues and value added taxes and is stated net of discounts and returns.

i) Sale of finished goods (foam)

Revenue from the sale of foam is recognised when control of the goods has been transferred to a customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. This usually occurs when the title passes to the customer, either on shipment or on receipt of goods by the customer, depending on agreed trading terms. Payment is due within credit terms that are consistent with industry practices, with no financing components.

ii) Sale of trading goods (equipment)

Revenue from the sale of equipment is recognised when control of the goods has been transferred to a customer. This usually occurs when the title passes to the customer, either on shipment or on receipt of the goods by the customer, depending on agreed trading terms.

iii) Licence and royalty income

Revenue from usage-based royalties in exchange for a licence of the Group\u2019s technology is recognised when the performance obligation is satisfied, which is at the time when the sale or usage occurs. Licence revenue from contracts, which include a minimum royalty guarantee to provide use of the Group\u2019s technology, is recognised at a point in time when the uptake of the minimum royalty becomes unconditional. Royalty income that does not include a minimum royalty guarantee is recognised when the usage occurs.

2.19 Leases

The Group leases offices and various equipment. Rental contracts are typically between two and ten years. Lease terms are negotiated on an\u00a0individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less\u00a0any lease incentives receivable
  • variable lease payments that are based on an index or a rate
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the Group\u2019s incremental borrowing rate, that being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset on similar economic terms and conditions. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying value of lease liabilities is remeasured if there is a modification, a change in\u00a0the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

  • the amount of initial measurement of the lease liability
  • any lease payments made at or before the commencement date, less\u00a0any lease incentives received
  • any initial direct costs
  • restoration costs.

Payments associated with short-term leases and leases of low value are\u00a0recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of twelve months or less. Low-value assets comprise small items of equipment.

2.20 Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax\u00a0is recognised in the income statement except to the extent that it relates to items recognised directly in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated on the basis of the tax laws enacted at the statement of financial position date in the countries where the\u00a0Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries and joint arrangements, except for any deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries and joint arrangements only to the extent that it\u00a0is\u00a0probable that the temporary difference will reverse in the future and there is sufficient taxable profit available, against which the temporary difference can be\u00a0utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis.

2.21 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in\u00a0equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income tax), is deducted from equity attributable to the Company\u2019s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company\u2019s equity holders.

2.22 Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. These are items that are material, because of either their size or their nature, or that are non-recurring, and\u00a0are presented within the line items to which they best relate.

2.23 Provisions

A provision is recognised if, as the result of a past event or decision there\u00a0is a present legal obligation that can be measured reliably and it is\u00a0probable that an outflow of economic benefits will be required to settle\u00a0the obligation. Such obligations could arise from a decision to restructure or close a line of business.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

2.24 Events after the reporting period

If the Group receives information after the reporting period, but prior to the date of authorisation for issue, about conditions that existed at the\u00a0end of the reporting period, it will assess whether the information affects the amounts that it recognises in its consolidated financial statements. The Group will adjust the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of\u00a0the new information. For non-adjusting events after the reporting period, the Group will not change the amounts recognised in its consolidated financial statements, but will disclose the nature of the\u00a0non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if\u00a0applicable.

2.25 New standards and interpretations

The Group applied for the first time certain standards and amendments that are effective for annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

i) Standards issued that have now taken effect

Lack of exchangeability \u2013 Amendments to IAS 21

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 \"The Effects of Changes in Foreign Exchange Rates\" to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity\u2019s financial performance, financial position and cash flows.

The amendments became effective for annual reporting periods beginning on or after 1 January 2025.

The amendments did not have a material impact on the Group\u2019s financial\u00a0statements.

ii) Standards issued but not yet effective

The new and amended standards and interpretations that have been issued, but are not yet effective, up to the date of issuance of the Group\u2019s financial statements are disclosed below. The Group intends to\u00a0adopt these new and amended standards and interpretations, if\u00a0applicable, when they become effective.

IFRS 18 \"Presentation and Disclosure in Financial Statements\"

In April 2025, the IASB issued IFRS 18, which replaces IAS 1 \"Presentation of Financial Statements\". IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of\u00a0five categories: operating, investing, financing, income taxes and discontinued operations. The first three are new.

It also requires disclosure of newly defined management-defined performance measures and subtotals of income and expenses, and includes new requirements for the aggregation and disaggregation of financial information based on the identified \"roles\" of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 \"Statement of Cash Flows\", which include changing the starting point for\u00a0determining cash flows from operations under the indirect method, from \"profit or loss\" to \"operating profit or loss\" and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective for\u00a0reporting periods beginning on or after 1 January 2027, but earlier adoption is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

IFRS 19 \"Subsidiaries without Public Accountability: Disclosures\"

In May 2025, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards.

IFRS 19 will become effective for reporting periods beginning on or after 1\u00a0January 2027, with early adoption permitted.

As the Group is listed, it is not eligible to elect to apply IFRS 19.

\"Amendments to the Classification and Measurement of Financial Instruments \u2013 Amendments to IFRS 9 and IFRS 7\"

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, \"Amendments to the Classification and Measurement of Financial Instruments\" (the Amendments). The Amendments include:

  • a clarification that a financial liability is derecognised on the \"settlement date\" and the introduction of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date
  • additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed
  • clarifications on what constitute \"non-recourse features\" and what are the characteristics of contractually linked instruments
  • the introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).

The amendments are effective for annual periods starting on or after 1\u00a0January 2026, with early adoption permitted for classification of financial assets and related disclosures only. The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 7\"

In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 \u2013 \"Contracts Referencing Nature-dependent Electricity\". The amendments apply only to contracts that reference nature-dependent electricity. The amendments:

  • clarify the application of the \"own-use\" requirements for in-scope contracts
  • amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts
  • add new disclosure requirements to enable investors to understand the effect of these contracts on a company\u2019s financial performance and cash flows.

The amendments will take effect for annual reporting periods starting on\u00a0or after 1 January 2026. The amendments concerning the own-use exception are to be applied retrospectively, while the hedge accounting amendments should be applied prospectively to new hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure amendments must be implemented alongside the\u00a0IFRS 9 amendments. If an entity does not restate comparative information, it cannot present comparative disclosures.\u00a0

The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Annual Improvements to IFRS Accounting Standards \u2013 Volume 11\"

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, corrections or changes to improve consistency in \"IFRS 1 First-time Adoption of International Financial Reporting Standards\", IFRS 7 \"Financial Instruments: Disclosure\" and its accompanying guidance on implementing IFRS 7, IFRS 9 \"Financial Instruments\", IFRS 10 \"Consolidated Financial Statements\" and IAS 7 \"Statement of Cash Flows\".

The amendments will be effective for reporting periods beginning on or after 1 January 2026.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfMaterialAccountingPolicyInformationExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-708": { "value": "

2.1 Basis of preparation

The consolidated financial statements of Zotefoams plc have been prepared in accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and as applied in accordance with the provisions of the Companies Act 2006. The consolidated financial statements have been prepared under the historical cost convention except for derivative financial instruments, which are measured at fair value through profit or loss.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group\u2019s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 27.

i) Going concern

The Group\u2019s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report and the section entitled\u00a0Risk management and principal risks. These also describe the financial position of the Group, its cash flows and liquidity position. In addition, note 22 to the financial statements includes the Group\u2019s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, borrowing facilities and its exposure to credit risk and liquidity risk.

At 31 December 2025, the Group\u2019s gross finance facilities comprised a \u00a350.0m facility with a \u00a325.0m accordion (2024: \u00a350.0m facility with a \u00a325.0m accordion), consisting entirely of a multi-currency term loan. This loan was due to mature in March 2027 and was refinanced on 23\u00a0January 2026 with a larger facility of \u00a390.0m with a \u00a330.0m accordion. The new loan is for a three-year term and can be extended to four years in 2026, and to five years in 2027.

The Directors believe that the Group is well placed to manage its business risks and, after making enquiries including a review of forecasts and predictions, taking account of reasonably possible changes in trading performance and considering the existing banking facilities, have a reasonable expectation that the Group has\u00a0adequate resources to continue in operational existence for the next twelve months following the date of approval of the financial statements. After due consideration of the range and likelihood of potential outcomes evaluated as part of stress tests on the viability statement, the Directors continue to adopt the going concern basis of accounting in preparing the Annual Report.

", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfPreparationOfFinancialStatementsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-709": { "value": "The consolidated financial statements of Zotefoams plc have been prepared in accordance with UK-adopted International Accounting Standards (\u201cUK-adopted IAS\u201d) and as applied in accordance with the provisions of the Companies Act 2006. ", "dimensions": { "concept": "ifrs-full:StatementOfIFRSCompliance", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-710": { "value": "

i) Going concern

The Group\u2019s business activities, together with the factors likely to affect its future development, performance and position, are set out in the Strategic Report and the section entitled\u00a0Risk management and principal risks. These also describe the financial position of the Group, its cash flows and liquidity position. In addition, note 22 to the financial statements includes the Group\u2019s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, borrowing facilities and its exposure to credit risk and liquidity risk.

At 31 December 2025, the Group\u2019s gross finance facilities comprised a \u00a350.0m facility with a \u00a325.0m accordion (2024: \u00a350.0m facility with a \u00a325.0m accordion), consisting entirely of a multi-currency term loan. This loan was due to mature in March 2027 and was refinanced on 23\u00a0January 2026 with a larger facility of \u00a390.0m with a \u00a330.0m accordion. The new loan is for a three-year term and can be extended to four years in 2026, and to five years in 2027.

The Directors believe that the Group is well placed to manage its business risks and, after making enquiries including a review of forecasts and predictions, taking account of reasonably possible changes in trading performance and considering the existing banking facilities, have a reasonable expectation that the Group has\u00a0adequate resources to continue in operational existence for the next twelve months following the date of approval of the financial statements. After due consideration of the range and likelihood of potential outcomes evaluated as part of stress tests on the viability statement, the Directors continue to adopt the going concern basis of accounting in preparing the Annual Report.

", "dimensions": { "concept": "ifrs-full:DisclosureOfGoingConcernExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-712": { "value": "2025-12-31", "dimensions": { "concept": "ifrs-full:DateOfEndOfReportingPeriod2013", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-713": { "value": "

2.2 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company, its subsidiaries and joint venture as at 31\u00a0December 2025.

i) Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

ii) Transactions eliminated on consolidation

All intra-group balances and transactions, including any unrealised gains and losses or income and expenses arising from such transactions, are eliminated in full on preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Where necessary, amounts reported by subsidiaries have been adjusted to conform with the Group\u2019s accounting policies.

iii) Joint arrangements

The Group applies IFRS 11 to its joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint\u00a0 arrangements and determined it to be a joint venture. The interest in the joint venture is accounted for using the equity method, after initially being recognised at cost.

iv) Equity method

Under the equity method of accounting, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor\u2019s share of the change in net assets of the investee after the date of acquisition.

If the ownership interest in the joint venture is reduced but joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group\u2019s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised with a corresponding adjustment to the carrying value of the investment. Where the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture. Distributions received from the joint venture reduce the carrying value\u00a0of\u00a0the investment.

The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is impaired. If\u00a0this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its\u00a0carrying value, and recognises the amount adjacent to \u201cshare of profit/(loss) of joint venture\u201d in the income statement.

Gains and losses resulting from upstream and downstream transactions between the Group and the joint venture are recognised in the Group\u2019s financial statements only to the extent of an unrelated investor\u2019s interests in the joint venture. Unrealised losses are eliminated unless the transaction provides evidence of\u00a0an impairment of the asset transferred. Accounting policies of the joint venture have been aligned where necessary to ensure consistency with the policies adopted by the\u00a0Group.

v) Accounting for business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from the activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus
  • the recognised amount of any non-controlling interests in the acquiree; plus
  • if the business combination is achieved in stages, the fair value remeasured at acquisition date of the existing interest in the acquiree; less
  • the net recognised amount of the identifiable assets acquired and liabilities assumed; less
  • separately identifiable intangible assets arising from the purchase price allocation.

Separately identifiable intangible assets arising from the purchase price\u00a0allocation are recognised where they meet the definition and recognition criteria of an intangible asset as set out in IAS 38. Such intangible assets may include, for example, customer relationships, brand names, trademarks, technology or order backlogs. These assets are initially recognised at fair value at the date of acquisition and are subsequently amortised on a systematic basis over their estimated useful economic lives, which are reviewed annually. The amortisation is charged to the income statement.

Goodwill is initially measured at cost. After initial recognition, goodwill is\u00a0measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s segments that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a segment and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured based on the relative\u00a0values of the disposed operation and the portion of the segment\u00a0retained.

The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value at the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in the\u00a0income statement. The consideration transferred does not include amounts related to the settlement of pre\u2011existing relationships. Such amounts are generally recognised in the income statement. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration to be transferred by the acquirer will\u00a0be\u00a0recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 \"Financial Instruments\", is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in\u00a0fair value recognised in profit or loss.

vi) Investments in subsidiaries and joint arrangements

The Company\u2019s investments in subsidiaries and joint arrangements are stated at cost.

", "dimensions": { "concept": "ifrs-full:DisclosureOfBasisOfConsolidationExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-714": { "value": "

i) Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-717": { "value": "

iii) Joint arrangements

The Group applies IFRS 11 to its joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint\u00a0 arrangements and determined it to be a joint venture. The interest in the joint venture is accounted for using the equity method, after initially being recognised at cost.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentsInJointVentures", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-718": { "value": "

iii) Joint arrangements

The Group applies IFRS 11 to its joint arrangements. Under IFRS 11, investments in joint arrangements are classified as either joint operations or joint ventures, depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint\u00a0 arrangements and determined it to be a joint venture. The interest in the joint venture is accounted for using the equity method, after initially being recognised at cost.

iv) Equity method

Under the equity method of accounting, the investment is initially recognised at cost and the carrying amount is increased or decreased to recognise the investor\u2019s share of the change in net assets of the investee after the date of acquisition.

If the ownership interest in the joint venture is reduced but joint control is retained, only a proportionate share of the amounts previously recognised in other comprehensive income is reclassified to profit or loss where appropriate.

The Group\u2019s share of post-acquisition profit or loss is recognised in the income statement, and its share of post-acquisition movements in other comprehensive income is recognised with a corresponding adjustment to the carrying value of the investment. Where the Group\u2019s share of losses in the joint venture equals or exceeds its interest in the joint venture, including any other unsecured receivables, the Group does not recognise further losses unless it has incurred legal or constructive obligations or made payments on behalf of the joint venture. Distributions received from the joint venture reduce the carrying value\u00a0of\u00a0the investment.

The Group determines at each reporting date whether there is any objective evidence that the investment in the joint venture is impaired. If\u00a0this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the joint venture and its\u00a0carrying value, and recognises the amount adjacent to \u201cshare of profit/(loss) of joint venture\u201d in the income statement.

Gains and losses resulting from upstream and downstream transactions between the Group and the joint venture are recognised in the Group\u2019s financial statements only to the extent of an unrelated investor\u2019s interests in the joint venture. Unrealised losses are eliminated unless the transaction provides evidence of\u00a0an impairment of the asset transferred. Accounting policies of the joint venture have been aligned where necessary to ensure consistency with the policies adopted by the\u00a0Group.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForInvestmentInAssociatesAndJointVenturesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-722": { "value": "

v) Accounting for business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from the activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus
  • the recognised amount of any non-controlling interests in the acquiree; plus
  • if the business combination is achieved in stages, the fair value remeasured at acquisition date of the existing interest in the acquiree; less
  • the net recognised amount of the identifiable assets acquired and liabilities assumed; less
  • separately identifiable intangible assets arising from the purchase price allocation.

Separately identifiable intangible assets arising from the purchase price\u00a0allocation are recognised where they meet the definition and recognition criteria of an intangible asset as set out in IAS 38. Such intangible assets may include, for example, customer relationships, brand names, trademarks, technology or order backlogs. These assets are initially recognised at fair value at the date of acquisition and are subsequently amortised on a systematic basis over their estimated useful economic lives, which are reviewed annually. The amortisation is charged to the income statement.

Goodwill is initially measured at cost. After initial recognition, goodwill is\u00a0measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s segments that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a segment and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured based on the relative\u00a0values of the disposed operation and the portion of the segment\u00a0retained.

The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value at the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in the\u00a0income statement. The consideration transferred does not include amounts related to the settlement of pre\u2011existing relationships. Such amounts are generally recognised in the income statement. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration to be transferred by the acquirer will\u00a0be\u00a0recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 \"Financial Instruments\", is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in\u00a0fair value recognised in profit or loss.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-723": { "value": "

v) Accounting for business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is transferred to the Group. Control is defined as the power to govern the financial and operating policies of an entity so as to obtain benefits from the activities. In assessing control, the Group takes into consideration potential voting rights that are currently exercisable.

The Group measures goodwill at the acquisition date as:

  • the fair value of the consideration transferred; plus
  • the recognised amount of any non-controlling interests in the acquiree; plus
  • if the business combination is achieved in stages, the fair value remeasured at acquisition date of the existing interest in the acquiree; less
  • the net recognised amount of the identifiable assets acquired and liabilities assumed; less
  • separately identifiable intangible assets arising from the purchase price allocation.

Separately identifiable intangible assets arising from the purchase price\u00a0allocation are recognised where they meet the definition and recognition criteria of an intangible asset as set out in IAS 38. Such intangible assets may include, for example, customer relationships, brand names, trademarks, technology or order backlogs. These assets are initially recognised at fair value at the date of acquisition and are subsequently amortised on a systematic basis over their estimated useful economic lives, which are reviewed annually. The amortisation is charged to the income statement.

Goodwill is initially measured at cost. After initial recognition, goodwill is\u00a0measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group\u2019s segments that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

Where goodwill has been allocated to a segment and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed of in these circumstances is measured based on the relative\u00a0values of the disposed operation and the portion of the segment\u00a0retained.

The cost of an acquisition is measured as the aggregate of the consideration transferred, which is measured at fair value at the acquisition date. When the excess is negative, a bargain purchase gain is recognised immediately in the\u00a0income statement. The consideration transferred does not include amounts related to the settlement of pre\u2011existing relationships. Such amounts are generally recognised in the income statement. Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.

Any contingent consideration to be transferred by the acquirer will\u00a0be\u00a0recognised at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. Contingent consideration classified as an asset or liability that is a financial instrument and within the scope of IFRS 9 \"Financial Instruments\", is measured at fair value with the changes in fair value recognised in the statement of profit or loss in accordance with IFRS 9. Other contingent consideration that is not within the scope of IFRS 9 is measured at fair value at each reporting date with changes in\u00a0fair value recognised in profit or loss.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-726": { "value": "

2.3 Foreign currency

i) Functional and presentation currency

The Group\u2019s consolidated financial statements are presented in sterling, which is the Group\u2019s functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and, on disposal of a\u00a0foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

The Company\u2019s financial statements are prepared and presented in sterling, which is its functional currency.

ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation (where\u00a0items are remeasured). Monetary assets and liabilities denominated in foreign currencies are translated at\u00a0the functional currency spot rates of exchange at the reporting date. Foreign exchange gains and losses resulting from the settlement of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred in other comprehensive income as qualifying cash flow hedges. All foreign exchange gains and losses are presented in the income statement within administrative expenses.

Translation differences related to items classified through other comprehensive income (\"OCI\")are recognised in OCI, while remaining translation differences are recognised in the income statement.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e.\u00a0translation differences on items whose fair value gain or loss is recognised in OCI or profit or loss are also recognised in OCI or profit or loss respectively).

In determining the spot exchange rate to use on initial recognition of the related asset, expense or income (or part of it) or the derecognition of a\u00a0non-monetary asset or non-monetary liability relating to advance consideration, the date of the transaction is the date on which the Group initially recognises the non-monetary asset or non-monetary liability arising from the advance consideration. If there are multiple payments or receipts in advance, the Group determines the transaction date for each payment or receipt of advance consideration.

iii) Group companies

The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

  • assets and liabilities of foreign operations are translated at the closing rate of exchange prevailing at the reporting date
  • income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated
    at the rate on the dates of each transaction).

All resulting exchange differences are recognised in OCI. On disposal of a\u00a0foreign operation, the component of OCI relating to that particular foreign operation is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity, and they are translated at the closing rate. Exchange differences arising are recognised in OCI.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForForeignCurrencyTranslationExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-727": { "value": "

i) Functional and presentation currency

The Group\u2019s consolidated financial statements are presented in sterling, which is the Group\u2019s functional currency. For each entity, the Group determines the functional currency, and items included in the financial statements of each entity are measured using that functional currency. The Group uses the direct method of consolidation and, on disposal of a\u00a0foreign operation, the gain or loss that is reclassified to profit or loss reflects the amount that arises from using this method.

The Company\u2019s financial statements are prepared and presented in sterling, which is its functional currency.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFunctionalCurrencyExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-730": { "value": "

2.4 Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge its exposure to foreign currency risks arising from operational, financing and investment activities. The\u00a0Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivatives are initially recognised at fair value on the date when a derivative contract is entered into, and they are subsequently remeasured at their fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The method of recognising the resulting gain or loss\u00a0depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates all derivatives as hedges of a particular risk associated with a\u00a0recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

At the inception of the transaction, the Group designates and documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on\u00a0an\u00a0ongoing basis, of whether the derivatives that are used in hedging transactions are highly\u00a0effective in offsetting changes in fair values or cash flows of hedged\u00a0items.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 22. The full fair value of a hedging derivative is classified as a non\u2011current asset or liability where the remaining maturity of the hedged item is more than twelve months, and as a current asset or liability where the remaining maturity of the hedged item is less than twelve months. Trading derivatives are classified as a current asset or liability.

The fair value of forward exchange contracts is their quoted market price at the statement of financial position date, being the present value of the quoted forward\u00a0price.

i) Cash flow hedging

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement against revenue.

When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contracts are recognised in the cash flow hedging reserve within equity. The change in the forward element of the contract that relates to the hedged item (\u201caligned forward element\u201d) is recognised within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity might designate the full change in fair value of the forward contract (including forward points)\u00a0as the hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash flow hedging reserve within equity.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to the income statement and recognised through the statement of other comprehensive income.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-731": { "value": "

2.4 Derivative financial instruments and hedge accounting

The Group uses derivative financial instruments to hedge its exposure to foreign currency risks arising from operational, financing and investment activities. The\u00a0Group does not hold or issue derivative financial instruments for trading purposes. However, derivatives that do not qualify for hedge accounting are accounted for as trading instruments.

Derivatives are initially recognised at fair value on the date when a derivative contract is entered into, and they are subsequently remeasured at their fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative. The method of recognising the resulting gain or loss\u00a0depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The Group designates all derivatives as hedges of a particular risk associated with a\u00a0recognised asset or liability or a highly probable forecast transaction (cash flow hedge).

At the inception of the transaction, the Group designates and documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Group also documents its assessment, both at hedge inception and on\u00a0an\u00a0ongoing basis, of whether the derivatives that are used in hedging transactions are highly\u00a0effective in offsetting changes in fair values or cash flows of hedged\u00a0items.

The fair values of various derivative instruments used for hedging purposes are disclosed in note 22. The full fair value of a hedging derivative is classified as a non\u2011current asset or liability where the remaining maturity of the hedged item is more than twelve months, and as a current asset or liability where the remaining maturity of the hedged item is less than twelve months. Trading derivatives are classified as a current asset or liability.

The fair value of forward exchange contracts is their quoted market price at the statement of financial position date, being the present value of the quoted forward\u00a0price.

i) Cash flow hedging

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement against revenue.

When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contracts are recognised in the cash flow hedging reserve within equity. The change in the forward element of the contract that relates to the hedged item (\u201caligned forward element\u201d) is recognised within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity might designate the full change in fair value of the forward contract (including forward points)\u00a0as the hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash flow hedging reserve within equity.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to the income statement and recognised through the statement of other comprehensive income.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerivativeFinancialInstrumentsAndHedgingExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-732": { "value": "

i) Cash flow hedging

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the hedging reserve within equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement against revenue.

When forward contracts are used to hedge forecast transactions, the Group generally designates only the change in fair value of the forward contract related to the spot component as the hedging instrument. Gains or losses relating to the effective portion of the change in the spot component of the forward contracts are recognised in the cash flow hedging reserve within equity. The change in the forward element of the contract that relates to the hedged item (\u201caligned forward element\u201d) is recognised within other comprehensive income in the costs of hedging reserve within equity. In some cases, the entity might designate the full change in fair value of the forward contract (including forward points)\u00a0as the hedging instrument. In such cases, the gains or losses relating to the effective portion of the change in fair value of the entire forward contract are recognised in the cash flow hedging reserve within equity.

When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria for hedge accounting, any cumulative deferred gain or loss and deferred costs of hedging in equity at that time remain in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset. When the forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of hedging that were reported in equity are immediately reclassified to the income statement and recognised through the statement of other comprehensive income.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForHedgingExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-735": { "value": "

2.5 Property, plant and equipment

i) Owned assets

Items of property, plant and equipment are stated at cost or deemed cost less accumulated depreciation and any impairment losses. Such costs include those directly attributable to making the asset capable of\u00a0operating as intended. The carrying amount of any part that is subsequently replaced is derecognised. When\u00a0parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and\u00a0equipment.

Subsequent costs are included in the asset\u2019s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance are charged to the income statement during the financial year in which they are incurred.

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal (i.e. at the date the recipient obtains control) or\u00a0when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit or loss when the asset is derecognised.

The cost of assets under construction includes the cost of materials and direct labour, and any other costs directly attributable to bringing the asset to a working condition for its intended use.

ii) Depreciation

Land is not depreciated. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of property, plant and equipment. The estimated useful lives are as follows:

  • Buildings 20\u201340 years
  • Plant and equipment 5\u201320 years
  • Fixtures and fittings 3\u20135 years.

Assets under construction are depreciated from the month in which the asset is ready for its intended use.

The assets\u2019 residual values and expected useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-736": { "value": "

ii) Depreciation

Land is not depreciated. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of the item of property, plant and equipment. The estimated useful lives are as follows:

  • Buildings 20\u201340 years
  • Plant and equipment 5\u201320 years
  • Fixtures and fittings 3\u20135 years.

Assets under construction are depreciated from the month in which the asset is ready for its intended use.

The assets\u2019 residual values and expected useful lives are reviewed, and adjusted if appropriate, at the end of each financial year.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDepreciationExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-738": { "value": "

2.6 Intangible assets

i) Research and development

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible assets where the following criteria are met:

  • it is technically feasible to complete the asset so that it will be available for use
  • management intends to complete the asset and use or sell it
  • there is an ability to use or sell the asset
  • it can be demonstrated how the asset will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the asset are available
  • the expenditure attributable to the asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an appropriate portion of relevant overheads.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when\u00a0development is complete, and the asset is available for use. It is amortised over the period over which\u00a0future economic benefits are expected to be derived. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

ii) Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the Group\u2019s interest in the identifiable assets, liabilities and contingent liabilities acquired in a business combination. Goodwill is stated at the amount recognised on the date of acquisition less any accumulated impairment losses. Goodwill is tested annually for impairment or more frequently if there are indications that goodwill may\u00a0be impaired.

iii) Software

Acquired computer software licences are capitalised on the basis of the\u00a0costs incurred to acquire and bring to use the specific software. Following initial recognition, items of software are carried at cost less any\u00a0accumulated amortisation and accumulated impairment losses.

iv) Patents

Patents are initially measured at purchase cost and are amortised on a straight-line basis over their estimated useful economic lives.

v) Other intangible assets

Intangible assets acquired from a business combination are capitalised at fair value as at the date of acquisition and amortised over their estimated useful economic life. Their carrying value is the fair value at\u00a0acquisition less cumulative amortisation and any impairment. An\u00a0intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.

Development costs that are directly attributable to the design and development of internally generated intangible assets controlled by the\u00a0Group are recognised when the relevant criteria are met. Internally generated intangible assets are amortised from the point at which the asset is ready for use.

Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense as incurred. Research expenditure and development expenditure that do not meet the criteria above are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

vi) Amortisation

The estimated useful lives of the Group\u2019s intangible assets are as follows:

  • Marketing related 5\u201315 years
  • Customer related 2\u201310 years
  • Technology related 5\u201320 years
  • Software related 3\u201310 years
  • Licences 3\u201310 years
  • Capitalised development 3\u201310 years, from the date the patent is granted.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-739": { "value": "

2.6 Intangible assets

i) Research and development

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible assets where the following criteria are met:

  • it is technically feasible to complete the asset so that it will be available for use
  • management intends to complete the asset and use or sell it
  • there is an ability to use or sell the asset
  • it can be demonstrated how the asset will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the asset are available
  • the expenditure attributable to the asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an appropriate portion of relevant overheads.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when\u00a0development is complete, and the asset is available for use. It is amortised over the period over which\u00a0future economic benefits are expected to be derived. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

ii) Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the Group\u2019s interest in the identifiable assets, liabilities and contingent liabilities acquired in a business combination. Goodwill is stated at the amount recognised on the date of acquisition less any accumulated impairment losses. Goodwill is tested annually for impairment or more frequently if there are indications that goodwill may\u00a0be impaired.

iii) Software

Acquired computer software licences are capitalised on the basis of the\u00a0costs incurred to acquire and bring to use the specific software. Following initial recognition, items of software are carried at cost less any\u00a0accumulated amortisation and accumulated impairment losses.

iv) Patents

Patents are initially measured at purchase cost and are amortised on a straight-line basis over their estimated useful economic lives.

v) Other intangible assets

Intangible assets acquired from a business combination are capitalised at fair value as at the date of acquisition and amortised over their estimated useful economic life. Their carrying value is the fair value at\u00a0acquisition less cumulative amortisation and any impairment. An\u00a0intangible asset acquired as part of a business combination is recognised outside goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably.

Development costs that are directly attributable to the design and development of internally generated intangible assets controlled by the\u00a0Group are recognised when the relevant criteria are met. Internally generated intangible assets are amortised from the point at which the asset is ready for use.

Expenditure on internally generated goodwill and brands is recognised in the income statement as an expense as incurred. Research expenditure and development expenditure that do not meet the criteria above are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

vi) Amortisation

The estimated useful lives of the Group\u2019s intangible assets are as follows:

  • Marketing related 5\u201315 years
  • Customer related 2\u201310 years
  • Technology related 5\u201320 years
  • Software related 3\u201310 years
  • Licences 3\u201310 years
  • Capitalised development 3\u201310 years, from the date the patent is granted.

Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIntangibleAssetsOtherThanGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-740": { "value": "

i) Research and development

Expenditure on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the income statement as an expense as incurred.

Development costs that are directly attributable to the design and testing of identifiable and unique products controlled by the Group are recognised as intangible assets where the following criteria are met:

  • it is technically feasible to complete the asset so that it will be available for use
  • management intends to complete the asset and use or sell it
  • there is an ability to use or sell the asset
  • it can be demonstrated how the asset will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the asset are available
  • the expenditure attributable to the asset during its development can be reliably measured.

Directly attributable costs that are capitalised as part of the asset include the product development employee costs and an appropriate portion of relevant overheads.

Following initial recognition of the development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when\u00a0development is complete, and the asset is available for use. It is amortised over the period over which\u00a0future economic benefits are expected to be derived. Amortisation is recorded in cost of sales. During the period of development, the asset is tested for impairment annually.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset in a subsequent period.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForResearchAndDevelopmentExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-746": { "value": "

ii) Goodwill

Goodwill represents the excess of the cost of acquisition over the fair value of the Group\u2019s interest in the identifiable assets, liabilities and contingent liabilities acquired in a business combination. Goodwill is stated at the amount recognised on the date of acquisition less any accumulated impairment losses. Goodwill is tested annually for impairment or more frequently if there are indications that goodwill may\u00a0be impaired.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-755": { "value": "

2.7 Financial instruments

i) Classifications

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial\u00a0recognition.

The Group classifies its financial assets in the following categories:

a) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if\u00a0acquired principally for the purpose of selling it in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

b) Financial assets measured at amortised cost

Financial assets measured at amortised cost are held for collection of\u00a0contractual cash flows where those cash flows represent solely payments of principal and interest.

c) Financial assets measured at fair value through other comprehensive income

Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve.

ii) Recognition and measurement

Financial assets not carried at fair value through profit or loss are initially recognised at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and\u00a0transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to\u00a0receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Interest income from financial assets carried at amortised cost is included in finance income using the effective interest rate method. Any gain or loss\u00a0arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

Gains or losses arising from changes in the fair value of the \u201cfinancial assets at fair value through profit or loss\u201d category are presented in the income statement within administrative expenses in the financial year in which they arise.

iii) Impairment of financial assets carried at amortised cost

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the\u00a0receivables. Further details are provided in note 22.

iv) Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of\u00a0the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If\u00a0the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

v) Financial liabilities

Financial liabilities are recognised when the Group becomes party to the\u00a0contractual provisions of the instrument. The Group derecognises financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. The measurement of financial liabilities depends on their classification, as follows:

a) Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of being held for trading are classified as measured at fair value through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective hedging instruments, are\u00a0included in this\u00a0category.

b) Financial liabilities measured at amortised cost

All other financial liabilities are initially recognised at fair value, net of directly attributable transaction costs. For interest-bearing loans and borrowings, this is typically equivalent to the fair value of the proceeds received, net of issue costs associated with the borrowing. After initial recognition, other financial liabilities are\u00a0subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised in finance income and finance costs respectively.

This category of financial liabilities includes trade and other payables.

vi) Offsetting of financial assets and liabilities

Financial assets and liabilities are presented gross in the balance sheet unless both of the following criteria are met: the Group currently has a legally enforceable right to offset the recognised amounts, and the Group intends to either settle on a net basis or realise the asset and settle the liability simultaneously. A right of offset is the Group\u2019s legal right to settle an amount payable to a creditor by applying against it an amount receivable from the same counterparty. The relevant legal jurisdiction and laws applicable\u00a0to the relationships between the parties are considered when assessing whether a legally enforceable right to offset currently exists.

vii) Current versus non-current classification

The Group classifies assets and liabilities in the statement of financial position as either current or non-current.

An asset is classified as current when it is:

  • expected to be realised or intended to be sold or consumed in the normal operating cycle
  • held primarily for the purpose of trading
  • expected to be realised within twelve months after the reporting period or
  • cash or cash equivalent unless restricted from being exchanged or\u00a0used to settle a liability for at least twelve months after the reporting\u00a0period.

All other assets are classified as non-current.

An entity shall classify a liability as current when:

  • it expects to settle the liability in its normal operating cycle
  • it holds the liability primarily for the purpose of trading
  • the liability is due to be settled within twelve months after the reporting period or
  • it does not have the right at the end of the reporting period to defer settlement of the liability for at least twelve months after the reporting period.

The terms of the liability that could, at the option of the counterparty, result in its settlement by the issue of equity instruments do not affect its classification.

The Group classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-756": { "value": "

i) Classifications

The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial\u00a0recognition.

The Group classifies its financial assets in the following categories:

a) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if\u00a0acquired principally for the purpose of selling it in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

b) Financial assets measured at amortised cost

Financial assets measured at amortised cost are held for collection of\u00a0contractual cash flows where those cash flows represent solely payments of principal and interest.

c) Financial assets measured at fair value through other comprehensive income

Purchases and sales of financial assets measured at fair value through other comprehensive income are recognised on settlement date with any change in fair value between trade date and settlement date being recognised in the fair value through other comprehensive income reserve.

ii) Recognition and measurement

Financial assets not carried at fair value through profit or loss are initially recognised at fair value plus transaction costs. Financial assets carried at fair value through profit or loss are initially recognised at fair value, and\u00a0transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to\u00a0receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership. Interest income from financial assets carried at amortised cost is included in finance income using the effective interest rate method. Any gain or loss\u00a0arising on derecognition is recognised directly in profit or loss and presented in other gains/(losses) together with foreign exchange gains and losses. Impairment losses are presented as a separate line item in the statement of profit or loss.

Gains or losses arising from changes in the fair value of the \u201cfinancial assets at fair value through profit or loss\u201d category are presented in the income statement within administrative expenses in the financial year in which they arise.

iii) Impairment of financial assets carried at amortised cost

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the\u00a0receivables. Further details are provided in note 22.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-758": { "value": "

a) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if\u00a0acquired principally for the purpose of selling it in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

a) Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of being held for trading are classified as measured at fair value through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective hedging instruments, are\u00a0included in this\u00a0category.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialInstrumentsAtFairValueThroughProfitOrLossExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-759": { "value": "

a) Financial assets measured at fair value through profit or loss

Financial assets measured at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if\u00a0acquired principally for the purpose of selling it in the short term. Derivatives are also categorised as held for trading unless they are designated as hedges.

a) Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of being held for trading are classified as measured at fair value through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective hedging instruments, are\u00a0included in this\u00a0category.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-766": { "value": "

iii) Impairment of financial assets carried at amortised cost

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the\u00a0receivables. Further details are provided in note 22.

2.11 Impairment of non-financial assets

The carrying amounts of the Group\u2019s non-financial assets are reviewed at each statement of financial position date where there is an indication that the asset may be impaired. If any such indication exists, the asset\u2019s recoverable amount is estimated (see below).

For goodwill, property, plant and equipment and intangible assets that\u00a0have indefinite useful lives or that are not yet available for use, the\u00a0recoverable amount is estimated each year at the same time. An\u00a0impairment loss is recognised if the carrying amount of an asset or\u00a0its\u00a0related CGU exceeds its estimated recoverable amount.

i) Calculation of recoverable amount

The recoverable amount of an asset or CGU is the greater of its value in\u00a0use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the\u00a0asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test,\u00a0for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (DCF) model. The cash flows are based on a value in use calculation using cash flow projections from forecasts approved by management. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the sales volume and cost of\u00a0sales.

The Group\u2019s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

ii) Impairment losses

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of\u00a0any goodwill allocated to the CGU (or group of CGUs), and then to reduce the carrying amounts of the other assets in\u00a0the CGU (or group of CGUs) on a pro rata\u00a0basis.

iii) Reversal of impairment

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or\u00a0no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An\u00a0impairment loss is reversed only to the extent that the asset\u2019s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-767": { "value": "

iii) Impairment of financial assets carried at amortised cost

The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the\u00a0receivables. Further details are provided in note 22.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfFinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-770": { "value": "

iv) Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of\u00a0the asset to another entity. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If\u00a0the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDerecognitionOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-772": { "value": "

v) Financial liabilities

Financial liabilities are recognised when the Group becomes party to the\u00a0contractual provisions of the instrument. The Group derecognises financial liabilities when the obligation specified in the contract is discharged, cancelled or expired. The measurement of financial liabilities depends on their classification, as follows:

a) Financial liabilities measured at fair value through profit or loss

Financial liabilities that meet the definition of being held for trading are classified as measured at fair value through profit or loss. Such liabilities are carried on the balance sheet at fair value with gains or losses recognised in the income statement. Derivatives, other than those designated as effective hedging instruments, are\u00a0included in this\u00a0category.

b) Financial liabilities measured at amortised cost

All other financial liabilities are initially recognised at fair value, net of directly attributable transaction costs. For interest-bearing loans and borrowings, this is typically equivalent to the fair value of the proceeds received, net of issue costs associated with the borrowing. After initial recognition, other financial liabilities are\u00a0subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. Gains and losses arising on the repurchase, settlement or cancellation of liabilities are recognised in finance income and finance costs respectively.

This category of financial liabilities includes trade and other payables.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForFinancialLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-780": { "value": "

vi) Offsetting of financial assets and liabilities

Financial assets and liabilities are presented gross in the balance sheet unless both of the following criteria are met: the Group currently has a legally enforceable right to offset the recognised amounts, and the Group intends to either settle on a net basis or realise the asset and settle the liability simultaneously. A right of offset is the Group\u2019s legal right to settle an amount payable to a creditor by applying against it an amount receivable from the same counterparty. The relevant legal jurisdiction and laws applicable\u00a0to the relationships between the parties are considered when assessing whether a legally enforceable right to offset currently exists.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForOffsettingOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-783": { "value": "

2.8 Trade and other receivables

Trade receivables are amounts due from customers for goods sold or\u00a0services performed in the ordinary course of business. They are generally due for settlement within 30\u201390 days and are therefore all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional, unless they contain significant financing components, in which case they are recognised at\u00a0fair value. The Group holds the trade receivables with the objective of\u00a0collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest method.

Due to the short-term nature of current receivables, their carrying amount is considered to be the same as their fair value. Information about the impairment of trade receivables and the Group\u2019s exposure to\u00a0credit risk and foreign currency risk can be found in note 22.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-784": { "value": "

2.9 Inventories

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

In determining the cost of raw materials, consumables and goods purchased for resale, the weighted average purchase price is used.

The cost of finished goods and work in progress comprises design costs, raw materials, direct labour, other direct costs and related production overheads (based on normal operating capacity) but excludes borrowing costs. For work in progress and finished goods manufactured by the Group, cost is taken as production cost, which includes an appropriate proportion of attributable overheads.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForMeasuringInventories", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-785": { "value": "

2.10 Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term highly liquid investments with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyToDetermineComponentsOfCashAndCashEquivalents", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-786": { "value": "

2.11 Impairment of non-financial assets

The carrying amounts of the Group\u2019s non-financial assets are reviewed at each statement of financial position date where there is an indication that the asset may be impaired. If any such indication exists, the asset\u2019s recoverable amount is estimated (see below).

For goodwill, property, plant and equipment and intangible assets that\u00a0have indefinite useful lives or that are not yet available for use, the\u00a0recoverable amount is estimated each year at the same time. An\u00a0impairment loss is recognised if the carrying amount of an asset or\u00a0its\u00a0related CGU exceeds its estimated recoverable amount.

i) Calculation of recoverable amount

The recoverable amount of an asset or CGU is the greater of its value in\u00a0use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the\u00a0asset or CGU. For the purpose of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Subject to an operating segment ceiling test,\u00a0for the purposes of goodwill impairment testing, CGUs to which goodwill has been allocated are aggregated so that the level at which impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting purposes. Goodwill acquired in a business combination is allocated to groups of CGUs that are expected to benefit from the synergies of the combination.

Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The value in use calculation is based on a discounted cash flow (DCF) model. The cash flows are based on a value in use calculation using cash flow projections from forecasts approved by management. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the sales volume and cost of\u00a0sales.

The Group\u2019s corporate assets do not generate separate cash inflows and are utilised by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGU to which the corporate asset is allocated.

ii) Impairment losses

Impairment losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying amount of\u00a0any goodwill allocated to the CGU (or group of CGUs), and then to reduce the carrying amounts of the other assets in\u00a0the CGU (or group of CGUs) on a pro rata\u00a0basis.

iii) Reversal of impairment

An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior years are assessed at each reporting date for any indications that the loss has decreased or\u00a0no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An\u00a0impairment loss is reversed only to the extent that the asset\u2019s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForImpairmentOfNonfinancialAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-788": { "value": "

2.12 Dividends

Final dividends are recognised as a liability in the financial year in which they are approved, and the corresponding amount is recognised directly\u00a0in equity. Interim dividends are recognised when paid.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDividendsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-789": { "value": "

2.13 Interest-bearing loans and borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any differences between cost and redemption values being recognised in the income statement over the period of the borrowings on an effective interest basis, where material. Adherence with loan covenants is discussed in note 22.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-790": { "value": "

2.14 Employee benefits

i) Defined contribution plans

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or\u00a0constructive obligations to pay further contributions if the fund does not\u00a0hold sufficient assets to pay all employees the benefits relating to\u00a0employee service in the current and prior periods. Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.

For defined contribution plans, the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in future payments is available.

ii) Defined benefit plans

A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service and compensation.

The liability recognised in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the financial year, less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The\u00a0present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using AA credit-rated bonds that have terms to maturity approximating to the terms of the related pension obligation.

The current service cost of the defined benefit plan, recognised in \u201cstaff\u00a0expenses\u201d in the income statement, except where included in the cost of an asset, reflects the increase in the defined benefit obligation resulting from service in the current year, benefit changes, curtailments and settlements.

Past service costs are recognised immediately in the income statement.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in finance costs in the income statement.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the year in which they arise.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForEmployeeBenefitsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-791": { "value": "

2.15 Share-based payment transactions

i) Equity-settled transactions

The Company operates a number of equity-settled, share-based compensation plans, under which the entity receives services from employees as consideration for equity instruments (share awards) of\u00a0the Company. The fair value of the employee services received in exchange for the grant of the share awards is recognised as an expense. The total amount of the share award to be valued is determined by reference to the fair value of the share awards granted:

  • including any market performance conditions (for example, an entity\u2019s share price)
  • excluding the impact of any service and non-market performance vesting conditions (for example, profitability, sales growth targets and remaining an employee of the entity over a specified time period)
  • including the impact of any non-vesting conditions (for example, the requirement for employees to save or hold shares for a specific period of time).

Where material, share awards granted since 1 January 2006 with market\u2011based vesting conditions are valued using the Black-Scholes-Merton model. Per the standard, these have no revisions to original estimates.

At the end of each reporting period, the Company revises its estimates of the number of share awards that are expected to vest based on the non-market vesting conditions and service conditions. It recognises the\u00a0impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to\u00a0equity.

In addition, in some circumstances, employees might provide services in advance of the grant date, and so the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement and grant date.

When the share awards vest or are exercised, the Employee Benefit Trust (EBT) will normally release the shares to the participant. This may involve selling all, or a portion of, the shares. The proceeds received from the sale, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium.

Any social security contributions payable in connection with the grant of the share awards are considered an integral part of the grant itself, and the charge will be treated as a cash-settled transaction.

ii) Own shares held by the EBT

Transactions of the EBT are treated as being those of the Group and are therefore reflected in the financial statements. In particular, the EBT\u2019s purchase and sale of shares in the Company and any gain or loss on those shares are debited and credited directly to equity.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForSharebasedPaymentTransactionsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-792": { "value": "

2.16 Trade and other payables

Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Trade and other payables are classified as current liabilities if payment is\u00a0due within one year or less (or in the normal operating cycle of the business, if longer). If\u00a0not, they are presented as non-current liabilities. Trade and other payables are stated at cost.

Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest\u00a0method.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-793": { "value": "

2.17 Borrowing costs

General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets until such time as the assets are substantially ready for their intended use or\u00a0sale.

Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. All other borrowing costs are recognised in the income statement in the period in which they are incurred.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForBorrowingCostsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-794": { "value": "

2.18 Revenue

Revenue comprises the sale of finished goods (foam), trading goods (equipment) and licence and royalty income. All these revenue streams are revenues arising from contracts with customers. The recognition and measurement principles of IFRS 15 are applied as set out below.

Revenue excludes intercompany revenues and value added taxes and is stated net of discounts and returns.

i) Sale of finished goods (foam)

Revenue from the sale of foam is recognised when control of the goods has been transferred to a customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods. This usually occurs when the title passes to the customer, either on shipment or on receipt of goods by the customer, depending on agreed trading terms. Payment is due within credit terms that are consistent with industry practices, with no financing components.

ii) Sale of trading goods (equipment)

Revenue from the sale of equipment is recognised when control of the goods has been transferred to a customer. This usually occurs when the title passes to the customer, either on shipment or on receipt of the goods by the customer, depending on agreed trading terms.

iii) Licence and royalty income

Revenue from usage-based royalties in exchange for a licence of the Group\u2019s technology is recognised when the performance obligation is satisfied, which is at the time when the sale or usage occurs. Licence revenue from contracts, which include a minimum royalty guarantee to provide use of the Group\u2019s technology, is recognised at a point in time when the uptake of the minimum royalty becomes unconditional. Royalty income that does not include a minimum royalty guarantee is recognised when the usage occurs.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForRecognitionOfRevenue", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-795": { "value": "

2.19 Leases

The Group leases offices and various equipment. Rental contracts are typically between two and ten years. Lease terms are negotiated on an\u00a0individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income statement over the lease period to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:

  • fixed payments (including in-substance fixed payments), less\u00a0any lease incentives receivable
  • variable lease payments that are based on an index or a rate
  • the exercise price of a purchase option if the lessee is reasonably certain to exercise that option
  • payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.

The lease payments are discounted using the Group\u2019s incremental borrowing rate, that being the rate that the Group would have to pay to borrow the funds necessary to obtain an asset on similar economic terms and conditions. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying value of lease liabilities is remeasured if there is a modification, a change in\u00a0the lease term, a change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset.

Right-of-use assets are measured at cost comprising the following:

  • the amount of initial measurement of the lease liability
  • any lease payments made at or before the commencement date, less\u00a0any lease incentives received
  • any initial direct costs
  • restoration costs.

Payments associated with short-term leases and leases of low value are\u00a0recognised on a straight-line basis as an expense in the income statement. Short-term leases are leases with a lease term of twelve months or less. Low-value assets comprise small items of equipment.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForLeasesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-797": { "value": "

2.20 Current and deferred tax

The tax expense for the period comprises current and deferred tax. Tax\u00a0is recognised in the income statement except to the extent that it relates to items recognised directly in other comprehensive income or directly in equity, in which case it is recognised in other comprehensive income or directly in equity respectively.

The current tax charge is calculated on the basis of the tax laws enacted at the statement of financial position date in the countries where the\u00a0Group operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries and joint arrangements, except for any deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries and joint arrangements only to the extent that it\u00a0is\u00a0probable that the temporary difference will reverse in the future and there is sufficient taxable profit available, against which the temporary difference can be\u00a0utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-798": { "value": "

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred tax is not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the statement of financial position date and are expected to apply when the related deferred tax asset is realised, or the deferred tax liability is settled.

Deferred tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries and joint arrangements, except for any deferred tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised on deductible temporary differences arising from investments in subsidiaries and joint arrangements only to the extent that it\u00a0is\u00a0probable that the temporary difference will reverse in the future and there is sufficient taxable profit available, against which the temporary difference can be\u00a0utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForDeferredIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-800": { "value": "

2.21 Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in\u00a0equity as a deduction, net of tax, from the proceeds.

Where any Group company purchases the Company\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income tax), is deducted from equity attributable to the Company\u2019s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company\u2019s equity holders.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-801": { "value": "

Where any Group company purchases the Company\u2019s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs (net of income tax), is deducted from equity attributable to the Company\u2019s equity holders until the shares are cancelled or reissued. Where such ordinary shares are subsequently reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company\u2019s equity holders.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForTreasurySharesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-803": { "value": "

2.22 Exceptional items

Exceptional items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding of the financial performance of the Group. These are items that are material, because of either their size or their nature, or that are non-recurring, and\u00a0are presented within the line items to which they best relate.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForExceptionalItemsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-804": { "value": "

2.23 Provisions

A provision is recognised if, as the result of a past event or decision there\u00a0is a present legal obligation that can be measured reliably and it is\u00a0probable that an outflow of economic benefits will be required to settle\u00a0the obligation. Such obligations could arise from a decision to restructure or close a line of business.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

", "dimensions": { "concept": "ifrs-full:DescriptionOfAccountingPolicyForProvisionsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-805": { "value": "

2.24 Events after the reporting period

If the Group receives information after the reporting period, but prior to the date of authorisation for issue, about conditions that existed at the\u00a0end of the reporting period, it will assess whether the information affects the amounts that it recognises in its consolidated financial statements. The Group will adjust the amounts recognised in its financial statements to reflect any adjusting events after the reporting period and update the disclosures that relate to those conditions in light of\u00a0the new information. For non-adjusting events after the reporting period, the Group will not change the amounts recognised in its consolidated financial statements, but will disclose the nature of the\u00a0non-adjusting event and an estimate of its financial effect, or a statement that such an estimate cannot be made, if\u00a0applicable.

", "dimensions": { "concept": "zotefoams:DescriptionOfAccountingPolicyForEventsAfterTheReportingPeriodExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-806": { "value": "

2.25 New standards and interpretations

The Group applied for the first time certain standards and amendments that are effective for annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

i) Standards issued that have now taken effect

Lack of exchangeability \u2013 Amendments to IAS 21

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 \"The Effects of Changes in Foreign Exchange Rates\" to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity\u2019s financial performance, financial position and cash flows.

The amendments became effective for annual reporting periods beginning on or after 1 January 2025.

The amendments did not have a material impact on the Group\u2019s financial\u00a0statements.

ii) Standards issued but not yet effective

The new and amended standards and interpretations that have been issued, but are not yet effective, up to the date of issuance of the Group\u2019s financial statements are disclosed below. The Group intends to\u00a0adopt these new and amended standards and interpretations, if\u00a0applicable, when they become effective.

IFRS 18 \"Presentation and Disclosure in Financial Statements\"

In April 2025, the IASB issued IFRS 18, which replaces IAS 1 \"Presentation of Financial Statements\". IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of\u00a0five categories: operating, investing, financing, income taxes and discontinued operations. The first three are new.

It also requires disclosure of newly defined management-defined performance measures and subtotals of income and expenses, and includes new requirements for the aggregation and disaggregation of financial information based on the identified \"roles\" of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 \"Statement of Cash Flows\", which include changing the starting point for\u00a0determining cash flows from operations under the indirect method, from \"profit or loss\" to \"operating profit or loss\" and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective for\u00a0reporting periods beginning on or after 1 January 2027, but earlier adoption is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

IFRS 19 \"Subsidiaries without Public Accountability: Disclosures\"

In May 2025, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards.

IFRS 19 will become effective for reporting periods beginning on or after 1\u00a0January 2027, with early adoption permitted.

As the Group is listed, it is not eligible to elect to apply IFRS 19.

\"Amendments to the Classification and Measurement of Financial Instruments \u2013 Amendments to IFRS 9 and IFRS 7\"

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, \"Amendments to the Classification and Measurement of Financial Instruments\" (the Amendments). The Amendments include:

  • a clarification that a financial liability is derecognised on the \"settlement date\" and the introduction of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date
  • additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed
  • clarifications on what constitute \"non-recourse features\" and what are the characteristics of contractually linked instruments
  • the introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).

The amendments are effective for annual periods starting on or after 1\u00a0January 2026, with early adoption permitted for classification of financial assets and related disclosures only. The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 7\"

In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 \u2013 \"Contracts Referencing Nature-dependent Electricity\". The amendments apply only to contracts that reference nature-dependent electricity. The amendments:

  • clarify the application of the \"own-use\" requirements for in-scope contracts
  • amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts
  • add new disclosure requirements to enable investors to understand the effect of these contracts on a company\u2019s financial performance and cash flows.

The amendments will take effect for annual reporting periods starting on\u00a0or after 1 January 2026. The amendments concerning the own-use exception are to be applied retrospectively, while the hedge accounting amendments should be applied prospectively to new hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure amendments must be implemented alongside the\u00a0IFRS 9 amendments. If an entity does not restate comparative information, it cannot present comparative disclosures.\u00a0

The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Annual Improvements to IFRS Accounting Standards \u2013 Volume 11\"

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, corrections or changes to improve consistency in \"IFRS 1 First-time Adoption of International Financial Reporting Standards\", IFRS 7 \"Financial Instruments: Disclosure\" and its accompanying guidance on implementing IFRS 7, IFRS 9 \"Financial Instruments\", IFRS 10 \"Consolidated Financial Statements\" and IAS 7 \"Statement of Cash Flows\".

The amendments will be effective for reporting periods beginning on or after 1 January 2026.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

", "dimensions": { "concept": "ifrs-full:DisclosureOfChangesInAccountingPoliciesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-807": { "value": "

2.25 New standards and interpretations

The Group applied for the first time certain standards and amendments that are effective for annual periods beginning on or after 1 January 2025 (unless otherwise stated). The Group has not early-adopted any other standard, interpretation or amendment that has been issued but is not yet effective.

i) Standards issued that have now taken effect

Lack of exchangeability \u2013 Amendments to IAS 21

In August 2023, the International Accounting Standards Board (IASB) issued amendments to IAS 21 \"The Effects of Changes in Foreign Exchange Rates\" to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity\u2019s financial performance, financial position and cash flows.

The amendments became effective for annual reporting periods beginning on or after 1 January 2025.

The amendments did not have a material impact on the Group\u2019s financial\u00a0statements.

", "dimensions": { "concept": "ifrs-full:DescriptionOfInitialApplicationOfStandardsOrInterpretations", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-808": { "value": "

ii) Standards issued but not yet effective

The new and amended standards and interpretations that have been issued, but are not yet effective, up to the date of issuance of the Group\u2019s financial statements are disclosed below. The Group intends to\u00a0adopt these new and amended standards and interpretations, if\u00a0applicable, when they become effective.

IFRS 18 \"Presentation and Disclosure in Financial Statements\"

In April 2025, the IASB issued IFRS 18, which replaces IAS 1 \"Presentation of Financial Statements\". IFRS 18 introduces new requirements for presentation within the statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income and expenses within the statement of profit or loss into one of\u00a0five categories: operating, investing, financing, income taxes and discontinued operations. The first three are new.

It also requires disclosure of newly defined management-defined performance measures and subtotals of income and expenses, and includes new requirements for the aggregation and disaggregation of financial information based on the identified \"roles\" of the primary financial statements (PFS) and the notes.

In addition, narrow-scope amendments have been made to IAS 7 \"Statement of Cash Flows\", which include changing the starting point for\u00a0determining cash flows from operations under the indirect method, from \"profit or loss\" to \"operating profit or loss\" and removing the optionality around classification of cash flows from dividends and interest. In addition, there are consequential amendments to several other standards.

IFRS 18, and the amendments to the other standards, are effective for\u00a0reporting periods beginning on or after 1 January 2027, but earlier adoption is permitted and must be disclosed. IFRS 18 will apply retrospectively.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

IFRS 19 \"Subsidiaries without Public Accountability: Disclosures\"

In May 2025, the IASB issued IFRS 19, which allows eligible entities to elect to apply its reduced disclosure requirements while still applying the recognition, measurement and presentation requirements in other IFRS accounting standards. To be eligible, at the end of the reporting period an entity must be a subsidiary as defined in IFRS 10, cannot have public accountability and must have a parent (ultimate or intermediate) that prepares consolidated financial statements, available for public use, which comply with IFRS accounting standards.

IFRS 19 will become effective for reporting periods beginning on or after 1\u00a0January 2027, with early adoption permitted.

As the Group is listed, it is not eligible to elect to apply IFRS 19.

\"Amendments to the Classification and Measurement of Financial Instruments \u2013 Amendments to IFRS 9 and IFRS 7\"

In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, \"Amendments to the Classification and Measurement of Financial Instruments\" (the Amendments). The Amendments include:

  • a clarification that a financial liability is derecognised on the \"settlement date\" and the introduction of an accounting policy choice (if specific conditions are met) to derecognise financial liabilities settled using an electronic payment system before the settlement date
  • additional guidance on how the contractual cash flows for financial assets with environmental, social and corporate governance (ESG) and similar features should be assessed
  • clarifications on what constitute \"non-recourse features\" and what are the characteristics of contractually linked instruments
  • the introduction of disclosures for financial instruments with contingent features and additional disclosure requirements for equity instruments classified at fair value through other comprehensive income (OCI).

The amendments are effective for annual periods starting on or after 1\u00a0January 2026, with early adoption permitted for classification of financial assets and related disclosures only. The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Contracts Referencing Nature-dependent Electricity \u2013 Amendments to IFRS 9 and IFRS 7\"

In December 2024, the IASB issued amendments to IFRS 9 and IFRS 7 \u2013 \"Contracts Referencing Nature-dependent Electricity\". The amendments apply only to contracts that reference nature-dependent electricity. The amendments:

  • clarify the application of the \"own-use\" requirements for in-scope contracts
  • amend the designation requirements for a hedged item in a cash flow hedging relationship for in-scope contracts
  • add new disclosure requirements to enable investors to understand the effect of these contracts on a company\u2019s financial performance and cash flows.

The amendments will take effect for annual reporting periods starting on\u00a0or after 1 January 2026. The amendments concerning the own-use exception are to be applied retrospectively, while the hedge accounting amendments should be applied prospectively to new hedging relationships designated from the initial application date. Additionally, the IFRS 7 disclosure amendments must be implemented alongside the\u00a0IFRS 9 amendments. If an entity does not restate comparative information, it cannot present comparative disclosures.\u00a0

The amendments are not expected to have a material impact on the Group\u2019s financial statements.

\"Annual Improvements to IFRS Accounting Standards \u2013 Volume 11\"

In July 2024, the IASB issued nine narrow scope amendments as part of its periodic maintenance of IFRS accounting standards. The amendments include clarifications, corrections or changes to improve consistency in \"IFRS 1 First-time Adoption of International Financial Reporting Standards\", IFRS 7 \"Financial Instruments: Disclosure\" and its accompanying guidance on implementing IFRS 7, IFRS 9 \"Financial Instruments\", IFRS 10 \"Consolidated Financial Statements\" and IAS 7 \"Statement of Cash Flows\".

The amendments will be effective for reporting periods beginning on or after 1 January 2026.

The Group is currently working to identify all impacts the amendments will have on the primary financial statements and notes to the financial statements.

", "dimensions": { "concept": "ifrs-full:DescriptionOfExpectedImpactOfInitialApplicationOfNewStandardsOrInterpretations", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-818": { "value": "\n\n
\n
\n \n

3. Segment reporting

\n
\n\n
\n
\n \n

The Group\u2019s operating segments are reported in a manner consistent with the internal reporting provided to and regularly reviewed by the Group Chief Executive Officer, Ronan Cox, who is considered to be the \u2018chief operating decision maker\u2019 for the purpose of evaluating segment performance and allocating resources. The\u00a0Group Chief Executive Officer primarily uses a measure of profit for the year before tax and exceptional items to assess the performance of the operating segments.

In 2025 the Group has adopted a new structure of segmental reporting that follows the regions in which the Group operates and the markets to which\u00a0it sells in those regions. This presents a significant change from the method applied in 2024 and so the prior year figures presented have been restated to show this new structure.

The Group manufactures and sells high-performance foams for specialist markets worldwide. The Group\u2019s activities are reviewed regionally as follows:

  • EMEA: Manufacturing facilities in Croydon, UK, Spain and Poland in addition to foams supplied via Croydon through our AAL joint venture with INOAC\u00a0Corporation
  • North America: Manufacturing facility in Walton, USA and foams fabrication business in Tulsa, USA
  • Asia: T-FIT\u00ae manufacturing facility in Kunshan, China, a distribution operation of T-FIT products in Gurgaon, India and the recently announced expansion into Vietnam with a new, purpose-built manufacturing facility where capital investment is beginning to take place
  • In 2024 there was a MuCell segment which licensed microcellular foam technology and sold related machinery. It was developing a fully circular solution for mono-material barrier packaging, branded ReZorce\u00ae. At the end of 2024, this line of business was wound down.

EMEA

North America

Asia

MEL

Consolidated

2025
\u00a3\u2019000

2024
Restated
\u00a3\u2019000

2025
\u00a3\u2019000

2024
Restated
\u00a3\u2019000

2025
\u00a3\u2019000

2024
Restated
\u00a3\u2019000

2025
\u00a3\u2019000

2024
Restated
\u00a3\u2019000

2025
\u00a3\u2019000

2024
Restated
\u00a3\u2019000

Revenue

123,953

113,337

30,084

28,089

4,230

5,144

223

1,221

158,490

147,791

Profit/(loss)

25,379

24,449

3,529

1,819

223

1,373

180

(4,891)

29,311

22,750

Exceptional cost of closure of business

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(946)

(15,178)

(946)

(15,178)

Central costs allocated to segments

(214)

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(214)

\u2013

Central costs unallocated to segments

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(6,526)

Operating profit/(loss)

25,165

24,449

3,529

1,819

223

1,373

(766)

(20,069)

21,625

2,952

Financing costs

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(2,058)

(3,147)

Financing income

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

350

274

Share of profit from joint venture

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

46

74

Profit before taxation

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

19,963

153

Taxation

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

2,676

(2,908)

Profit/(loss) for the period

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

22,639

(2,755)

Depreciation and amortisation:

Depreciation

4,332

4,211

2,441

2,219

68

81

\u2013

560

6,841

7,071

Amortisation

336

241

-

\u2013

\u2013

\u2013

\u2013

306

336

547

Allocated depreciation of right-of-use assets

409

347

164

168

102

39

\u2013

294

675

848

Unallocated depreciation of right-of-use assets

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

834

517

Capital expenditure:

Property, plant and equipment (PPE)

1,703

2,774

8,388

6,057

4,196

4

\u2013

1,266

14,287

10,101

Intangible assets

23,946

97

\u2013

\u2013

\u2013

\u2013

\u2013

3,140

23,946

3,237

Segment assets

158,320

108,141

50,424

49,703

11,665

7,440

89

2,232

220,498

167,516

Unallocated assets

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

6,596

7,233

Total assets

158,320

108,141

50,424

49,703

11,665

7,440

89

2,232

227,094

174,749

Segment liabilities

(56,289)

(32,228)

(26,644)

(21,943)

(7,748)

(1,962)

(1,063)

(2,677)

(91,744)

(58,810)

Unallocated liabilities

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(5,271)

(6,582)

Total liabilities

(56,289)

(32,228)

(26,644)

(21,943)

(7,748)

(1,962)

(1,063)

(2,677)

(97,015)

(65,392)

Unallocated assets are made up of intangible right-of-use assets, \u00a36,458k (2024: \u00a37,233k) representing Zotefoams\u2019 right to use the licensed technology from Shincell, and the lease on the head office property, \u00a3138k (2024: \u00a3Nil). Unallocated liabilities are made up of the lease liability in respect of licensed technology, \u00a35,180k (2024: \u00a36,583k) and the lease on the head office property, \u00a391k (2024: \u00a3Nil).

Segment profit/(loss) is made up of operating profit/(loss) before exceptional items, foreign exchange gains/(losses) and unallocated central costs. Unallocated central costs are not directly attributable to, or cannot be allocated to, a segment.

Segment profit/(loss) pre-amortisation of acquired intangibles only excludes amortisation on acquired intangible assets.

Major customer

Revenue from one customer included in EMEA contributed \u00a374,899k to the Group\u2019s revenue (2024: one customer included in EMEA contributed \u00a366,133k to the Group\u2019s revenue).

Analysis of revenue by category

Breakdown of revenues by product category for the Group:

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

Consumer and lifestyle

79,478

70,472

Construction and other industrial

26,494

29,097

Transport and smart technologies

52,518

48,222

Group revenue

158,490

147,791

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfEntitysReportableSegmentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-819": { "value": "

Analysis of revenue by category

Breakdown of revenues by product category for the Group:

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

Consumer and lifestyle

79,478

70,472

Construction and other industrial

26,494

29,097

Transport and smart technologies

52,518

48,222

Group revenue

158,490

147,791
", "dimensions": { "concept": "ifrs-full:DisclosureOfRevenueExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-821": { "value": "\n\n
\n
\n \n

4. Business combinations

\n
\n\n
\n
\n \n

Acquisition of Overseas Konstellation Company S.A.

On 18 November 2025 the Group acquired 100% of the voting shares of Overseas Konstellation Company S.A. and its subsidiary Inversiones C2GFC, SL (together \"OKC\"), a non-listed company based in Spain specialising in the manufacture of polyolefin foam.

Assets acquired and liabilities assumed

The fair value of the identifiable assets and liabilities of OKC as at the date of acquisition were:

Acquired
\u00a3'000

Fair value adjustment*
\u00a3'000

Fair value recognised on acquisition
\u00a3'000

Assets

Property, plant and equipment (PPE)

5,822

2,670

8,492

Right-of-use assets

2,763

\u2013

2,763

Acquired intangibles

\u2013

13,668

13,668

Inventories

1,942

413

2,355

Trade and other receivables

4,407

\u2013

4,407

Cash and cash equivalents

955

\u2013

955

15,889

16,751

32,640

Liabilities

Trade payables

(3,640)

\u2013

(3,640)

Lease liabilities

(2,763)

\u2013

(2,763)

Provisions

(448)

\u2013

(448)
Deferred tax

\u2013

(4,030)

(4,030)

(6,851)

(4,030)

(10,881)

Total identifiable net assets at fair value

21,759

Goodwill arising on acquisition

10,016

Purchase consideration transferred

31,775

*\u00a0 \u00a0 The fair value valuation technique relies on inputs not in the public domain and is categorised as Level 3 in the hierarchy (for further details on the determination of levels, see \"Estimation of fair values\" in note 22).

A fair value adjustment was made to PPE to increase the owned property to market value. The acquisition date fair value of the trade receivables amounts to \u00a34,155k. The gross amount of trade receivables is \u00a34,155k and it is expected that the full contractual amounts can be collected.

The inventory was uplifted by \u00a3413k to reflect a distributor\u2019s margin on the value of the inventory.

The goodwill of \u00a310,016k comprises the value of expected synergies arising from the acquisition and represents the excess value of consideration over the fair value net assets and intangible assets acquired. Intangible assets were separately recognised relating to the trade name \u00a32,134k, corporate name \u00a3227k, know-how \u00a31,153k , order backlog \u00a3299k and customer list \u00a39,855k. Further details of key assumptions made in these valuations can be found in note 27(vii).

The deferred tax liability of \u00a34,030k relates to the intangible assets acquired and fair value adjustments on the land and buildings, applied at a flat rate of 25%, that being the prevailing rate of corporation tax in Spain.

From the date of acquisition, OKC contributed \u00a32,047k of revenue and a loss of \u00a3618k to profit before tax from continuing operations of the Group. If the combination had taken place at the beginning of the year, OKC would have contributed revenue from continuing operations of \u00a323,365k and profit before tax from continuing operations of \u00a33,418k.

Purchase consideration

\u00a3'000

Cash paid

24,361

Deferred consideration \u2013 to be paid on 30\u00a0April 2026

3,045

Deferred consideration \u2013 to be paid on 30\u00a0October 2026

3,045

Contingent consideration

1,324

Total consideration

31,775

The contingent consideration is to be paid in 2027 subject to OKC achieving 2026 EBITDA greater than \u20ac5.5m pro-rated from \u20ac5.0m with no payment if the EBITDA is below \u20ac5.0m. This must be paid within 30 days of the 2026 OKC audit completion. As at the acquisition date, the fair value of the contingent consideration was estimated to be \u00a31,324k (\u20ac1,500k). The contingent consideration is classified as other financial liabilities. Management believes there is a high probability of the target being met, based on past performance and the projected five-year plan and have therefore recognised 100% of the contingent consideration as a liability. This has been classified as non-current in the statement of financial position.

Analysis of cash flows on acquisition

\u00a3'000

Cash paid on acquisition

(24,361)

Cash acquired with subsidiary

955

Net cash flow on acquisition

(23,406)

Fees for the transaction amount to \u00a3131k and have been expensed to the income statement.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfBusinessCombinationsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-822": { "value": "\n\n
\n
\n \n

5. Expenses by nature

\n
\n\n
\n
\n \n


2025
\u00a3\u2019000

2024
\u00a3\u2019000

Included in profit/(loss) for the year are:



Decrease in inventories of finished goods and work in progress

(75)

(1,774)

(Decrease)/increase in raw materials and consumables used

(2,004)

1,897

Inventory write-down

575

2,102

Employee benefits expenses

40,125

36,245

Operating lease charges (note 12)

176

221

Amortisation of intangible fixed assets and right-of-use-assets (notes 12 and 13)

1,111

1,064

Depreciation of PPE and right-of-use assets (notes 11 and 12)

7,575

7,919

Impairment of PPE

204

2,101

Disposal of assets

20

28

Research and development costs qualified for tax relief\u00a0

1,584

1,400

Development costs capitalised (note 13)

\u2013

(2,859)

Net exchange losses/(gains)

440

(754)

Exceptional costs*

946

15,178

External Auditor\u2019s remuneration:



Group: fees payable to the Group\u2019s External Auditor for the audit of the Company and consolidated financial statements:



\u2002\u2002PKF Littlejohn LLP

291

245

Fees payable to the External Auditor in respect of other services:



Audit-related assurance services PKF Littlejohn LLP

39

15

Total cost of sales, distribution costs and administrative expenses

135,919

129,661

*\u00a0 \u00a0 Exceptional costs relate to the one-off closure costs of the MuCell business at the end of 2024. Additional costs were incurred in 2025 relating to the ongoing costs of licensing the IP of ReZorce for the next two years that were not foreseen at the end of 2024.

\u00a0
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-823": { "value": "\n\n
\n
\n \n

5. Expenses by nature

\n
\n\n
\n
\n \n


2025
\u00a3\u2019000

2024
\u00a3\u2019000

Included in profit/(loss) for the year are:



Decrease in inventories of finished goods and work in progress

(75)

(1,774)

(Decrease)/increase in raw materials and consumables used

(2,004)

1,897

Inventory write-down

575

2,102

Employee benefits expenses

40,125

36,245

Operating lease charges (note 12)

176

221

Amortisation of intangible fixed assets and right-of-use-assets (notes 12 and 13)

1,111

1,064

Depreciation of PPE and right-of-use assets (notes 11 and 12)

7,575

7,919

Impairment of PPE

204

2,101

Disposal of assets

20

28

Research and development costs qualified for tax relief\u00a0

1,584

1,400

Development costs capitalised (note 13)

\u2013

(2,859)

Net exchange losses/(gains)

440

(754)

Exceptional costs*

946

15,178

External Auditor\u2019s remuneration:



Group: fees payable to the Group\u2019s External Auditor for the audit of the Company and consolidated financial statements:



\u2002\u2002PKF Littlejohn LLP

291

245

Fees payable to the External Auditor in respect of other services:



Audit-related assurance services PKF Littlejohn LLP

39

15

Total cost of sales, distribution costs and administrative expenses

135,919

129,661

*\u00a0 \u00a0 Exceptional costs relate to the one-off closure costs of the MuCell business at the end of 2024. Additional costs were incurred in 2025 relating to the ongoing costs of licensing the IP of ReZorce for the next two years that were not foreseen at the end of 2024.

\u00a0
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfExpensesByNatureExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-824": { "value": "

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Included in profit/(loss) for the year are:



Decrease in inventories of finished goods and work in progress

(75)

(1,774)

(Decrease)/increase in raw materials and consumables used

(2,004)

1,897

Inventory write-down

575

2,102

Employee benefits expenses

40,125

36,245

Operating lease charges (note 12)

176

221

Amortisation of intangible fixed assets and right-of-use-assets (notes 12 and 13)

1,111

1,064

Depreciation of PPE and right-of-use assets (notes 11 and 12)

7,575

7,919

Impairment of PPE

204

2,101

Disposal of assets

20

28

Research and development costs qualified for tax relief\u00a0

1,584

1,400

Development costs capitalised (note 13)

\u2013

(2,859)

Net exchange losses/(gains)

440

(754)

Exceptional costs*

946

15,178

External Auditor\u2019s remuneration:



Group: fees payable to the Group\u2019s External Auditor for the audit of the Company and consolidated financial statements:



\u2002\u2002PKF Littlejohn LLP

291

245

Fees payable to the External Auditor in respect of other services:



Audit-related assurance services PKF Littlejohn LLP

39

15

Total cost of sales, distribution costs and administrative expenses

135,919

129,661
", "dimensions": { "concept": "ifrs-full:DisclosureOfGeneralAndAdministrativeExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-825": { "value": "

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Included in profit/(loss) for the year are:



Decrease in inventories of finished goods and work in progress

(75)

(1,774)

(Decrease)/increase in raw materials and consumables used

(2,004)

1,897

Inventory write-down

575

2,102

Employee benefits expenses

40,125

36,245

Operating lease charges (note 12)

176

221

Amortisation of intangible fixed assets and right-of-use-assets (notes 12 and 13)

1,111

1,064

Depreciation of PPE and right-of-use assets (notes 11 and 12)

7,575

7,919

Impairment of PPE

204

2,101

Disposal of assets

20

28

Research and development costs qualified for tax relief\u00a0

1,584

1,400

Development costs capitalised (note 13)

\u2013

(2,859)

Net exchange losses/(gains)

440

(754)

Exceptional costs*

946

15,178

External Auditor\u2019s remuneration:



Group: fees payable to the Group\u2019s External Auditor for the audit of the Company and consolidated financial statements:



\u2002\u2002PKF Littlejohn LLP

291

245

Fees payable to the External Auditor in respect of other services:



Audit-related assurance services PKF Littlejohn LLP

39

15

Total cost of sales, distribution costs and administrative expenses

135,919

129,661
", "dimensions": { "concept": "ifrs-full:DisclosureOfAuditorsRemunerationExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-831": { "value": "\n\n
\n
\n \n

7. Finance income and costs

\n
\n\n
\n
\n \n

Finance income

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest income

350

274

Finance costs

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest on borrowings

1,860

2,738

Interest on lease liabilities

518

411

Interest capitalised

(382)

(105)

Finance costs expensed

1,996

3,044

Interest on defined benefit pension obligation (note 24)

62

103

2,058

3,147

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-832": { "value": "\n\n
\n
\n \n

7. Finance income and costs

\n
\n\n
\n
\n \n

Finance income

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest income

350

274

Finance costs

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest on borrowings

1,860

2,738

Interest on lease liabilities

518

411

Interest capitalised

(382)

(105)

Finance costs expensed

1,996

3,044

Interest on defined benefit pension obligation (note 24)

62

103

2,058

3,147

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-833": { "value": "

Finance income

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest income

350

274
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceIncomeExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-834": { "value": "

Finance income

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest income

350

274
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestIncomeExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-835": { "value": "

Finance costs

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest on borrowings

1,860

2,738

Interest on lease liabilities

518

411

Interest capitalised

(382)

(105)

Finance costs expensed

1,996

3,044

Interest on defined benefit pension obligation (note 24)

62

103

2,058

3,147
", "dimensions": { "concept": "ifrs-full:DisclosureOfFinanceCostExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-836": { "value": "

Finance costs

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Interest on borrowings

1,860

2,738

Interest on lease liabilities

518

411

Interest capitalised

(382)

(105)

Finance costs expensed

1,996

3,044

Interest on defined benefit pension obligation (note 24)

62

103

2,058

3,147
", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-837": { "value": "\n\n
\n
\n \n

8. Income tax expense

\n
\n\n
\n
\n \n


2025
\u00a3\u2019000

2024
\u00a3\u2019000

UK corporation tax

3,839

2,485

Overseas tax

299

(387)

Adjustment for tax in respect of prior years

(1,354)

431

Total current tax

2,784

2,529

Deferred tax*

(5,460)

379

Income tax expense

(2,676)

2,908

* \u00a0 \u00a0The deferred tax credit was generated by an initial recognition of a deferred tax asset in the USA and Polish subsidiaries of \u00a31,505k and \u00a33,712k respectively. These were in respect of tax losses and tax relief for which there was not previously sufficient certainty of future profits to allow recognition.

Factors affecting the tax charge

The weighted average applicable tax rate for the Group is 21.8% (2024: 20.1%). The main elements of the income tax expense are as follows:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Tax reconciliation


Profit before tax

19,963

153

Tax at the UK tax rate of 25% (2024: 25%)

4,991

38

Effects of:



Expenses not deductible for tax purposes

361

359

(Utilisation of) tax losses for which no deferred income tax asset recognised

(451)

4,026

Effect of different overseas tax rates

(328)

695

Recognition of share-based payments and related assets

(6)

246

Special Economic Zone relief

(794)

(264)

Deferred tax losses on which no deferred tax had been previously recognised

(5,184)

\u2013

Adjustments to prior year UK corporation tax charge

(1,265)

(555)

Impairments booked in subsidiaries

\u2013

(1,637)

Income tax expense

(2,676)

2,908

The main rate of UK corporation tax (CT) substantively enacted for the whole period was 25% (2024: 25%).

The deferred taxation balances have been measured at the 25% rate. The UK government's Corporate Tax Roadmap commits to capping CT at 25% for the remainder of this parliament, i.e. until 2029.

The Group has not identified any uncertain tax positions as at 31 December 2025 (2024: none).

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfIncomeTaxExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-838": { "value": "

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Prior year final dividend of 5.10p (2024: 4.90p) per 5.0p ordinary share

2,491

2,383

Interim dividend of 2.50p (2024: 2.38p) per 5.0p ordinary share

1,222

1,159

Dividends paid during the year

3,713

3,542

The proposed final dividend for the year ended 31 December 2025 of 5.35p per share (2024: 5.10p) is subject to approval by shareholders at the AGM and has not been recognised as a liability in these financial statements. The proposed dividend would amount to \u00a32,635k if paid to all shareholders on the Company register at the close of business on 31 December 2025.

", "dimensions": { "concept": "ifrs-full:DisclosureOfDividendsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-840": { "value": "0.0535", "decimals": 4, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwnersPerShare", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:GBP/xbrli:shares" } }, "ixv-841": { "value": "0.051", "decimals": 4, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwnersPerShare", "entity": "scheme:213800B6P256B5XN8D32", "period": "2024-01-01T00:00:00/2025-01-01T00:00:00", "unit": "iso4217:GBP/xbrli:shares" } }, "ixv-842": { "value": "2635000.0", "decimals": -3, "dimensions": { "concept": "ifrs-full:DividendsProposedOrDeclaredBeforeFinancialStatementsAuthorisedForIssueButNotRecognisedAsDistributionToOwners", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00", "unit": "iso4217:GBP" } }, "ixv-843": { "value": "

Earnings per ordinary share

Earnings per ordinary share is calculated by dividing the consolidated profit after tax attributable to equity holders of the Company of \u00a322,639k (2024: \u00a32,755k loss) by the weighted average number of shares in issue during the year and excluding own shares held by the EBT which are administered by independent trustees. The\u00a0number of shares held in the trust at 31 December 2025 was 322,230 (2024: 133,573). The distribution of shares from the trust is at the discretion of the trustees. Diluted earnings per ordinary share adjusts for the potential dilutive effect of share option schemes in accordance with IAS 33 \u201cEarnings per Share\u201d.

2025

2024

Weighted average number of ordinary shares in issue

48,827,596

48,669,691

Adjustments for share options

1,631,211

1,361,985

Diluted number of ordinary shares issued

50,458,807

50,031,676
", "dimensions": { "concept": "ifrs-full:DisclosureOfEarningsPerShareExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-845": { "value": "\n\n
\n
\n \n

10. Investment in joint venture

\n
\n\n
\n
\n \n
\n\n
\n

During 2013, the Group entered into joint-venture arrangements with INOAC Corporation. As a result, the Group has a 50% interest in Azote Asia Limited (a private company incorporated in Hong Kong). Azote Asia Limited commenced trading in 2014 and is the exclusive distributor of Zotefoams\u2019 AZOTE\u00ae products in the Far East. The registered address and principal place of business is 1318-22, Park-In Commercial Centre, 56 Dundas Street, Kowloon. As at the end of the year, there were no contingent liabilities or commitments relating to the Group\u2019s interest in the joint venture.

The joint venture has share capital consisting solely of ordinary shares which are held directly by the Group. Azote Asia Limited is a private company and there is no quoted market price available for its shares.

Set out below is the summarised financial information for Azote Asia Limited, which is accounted for using the equity method.

Summarised statement of financial position:

As at 31 December

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Cash and cash equivalents

743

684

Other assets (excluding cash)

532

1,201

Total assets

1,275

1,885

Financial liabilities (excluding trade payables)

\u2013

\u2013

Other current liabilities (including trade payables)

(622)

(1,324)

Total liabilities

(622)

(1,324)

Net assets

653

561
\n
\n
\n\n
\n

Summarised statement of comprehensive income:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Revenue

2,493

3,811

Finance costs

2

6

Profit before tax

84

141

Income tax expense

(20)

\u2013

Profit after tax

64

141

Other comprehensive income

28

7

Total comprehensive income

92

148

Dividend received from joint venture

\u2013

\u2013

The information above reflects the amounts presented in the financial statements of the joint venture. There are no material differences in accounting policies between the Group and the joint venture.

A reconciliation of the summarised financial information presented to the carrying amount of the interest in the joint venture is provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Opening net assets

561

413

Profit for the year

64

148

Other comprehensive income

28

\u2013

Closing net assets

653

561

Interest in joint venture @ 50%

327

281


2025
\u00a3\u2019000

2024
\u00a3\u2019000

Information on the joint venture



Carrying value at 1 January

281

207

Share of profit for the year

46

74

Carrying value at 31 December

327

281
\n
\n

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfJointVenturesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-846": { "value": "\n\n
\n
\n \n

10. Investment in joint venture

\n
\n\n
\n
\n \n
\n\n
\n

During 2013, the Group entered into joint-venture arrangements with INOAC Corporation. As a result, the Group has a 50% interest in Azote Asia Limited (a private company incorporated in Hong Kong). Azote Asia Limited commenced trading in 2014 and is the exclusive distributor of Zotefoams\u2019 AZOTE\u00ae products in the Far East. The registered address and principal place of business is 1318-22, Park-In Commercial Centre, 56 Dundas Street, Kowloon. As at the end of the year, there were no contingent liabilities or commitments relating to the Group\u2019s interest in the joint venture.

The joint venture has share capital consisting solely of ordinary shares which are held directly by the Group. Azote Asia Limited is a private company and there is no quoted market price available for its shares.

Set out below is the summarised financial information for Azote Asia Limited, which is accounted for using the equity method.

Summarised statement of financial position:

As at 31 December

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Cash and cash equivalents

743

684

Other assets (excluding cash)

532

1,201

Total assets

1,275

1,885

Financial liabilities (excluding trade payables)

\u2013

\u2013

Other current liabilities (including trade payables)

(622)

(1,324)

Total liabilities

(622)

(1,324)

Net assets

653

561
\n
\n
\n\n
\n

Summarised statement of comprehensive income:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Revenue

2,493

3,811

Finance costs

2

6

Profit before tax

84

141

Income tax expense

(20)

\u2013

Profit after tax

64

141

Other comprehensive income

28

7

Total comprehensive income

92

148

Dividend received from joint venture

\u2013

\u2013

The information above reflects the amounts presented in the financial statements of the joint venture. There are no material differences in accounting policies between the Group and the joint venture.

A reconciliation of the summarised financial information presented to the carrying amount of the interest in the joint venture is provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Opening net assets

561

413

Profit for the year

64

148

Other comprehensive income

28

\u2013

Closing net assets

653

561

Interest in joint venture @ 50%

327

281


2025
\u00a3\u2019000

2024
\u00a3\u2019000

Information on the joint venture



Carrying value at 1 January

281

207

Share of profit for the year

46

74

Carrying value at 31 December

327

281
\n
\n

\n\n
\n \n\n
\n
\n \n

14. Investment in subsidiaries

\n
\n\n
\n
\n \n
\n\n
\n

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Shares in Group undertakings \u2013 at cost

30,822

30,822
\n
\n
\n\n
\n

The following is a complete list of the subsidiary undertakings of the Company:

Registered office

Ownership

Country

Principal activities

Directly owned subsidiaries

Zotefoams International Limited

675 Mitcham Road, Croydon CR9 3AL

100%

UK

Holding company

Zotefoams Pension Trustees Limited

675 Mitcham Road, Croydon CR9 3AL

100%

UK

Acts as trustee of the Group\u2019s pension schemes

Indirectly owned subsidiaries

Zotefoams Inc

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% A

USA

Purchases, manufactures and distributes cross-linked block foams

Zotefoams Midwest LLC

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% B

USA

Trading company supplying specialist materials for the construction industry

MuCell Extrusion LLC

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% B

USA

Licenses microcellular foam technology

Zotefoams U.K. Limited (formerly
Zotefoams Operations Limited)

675 Mitcham Road, Croydon CR9 3AL

100% A

UK

From 1 January 2026 purchases, manufactures and distributes cross-linked block foams

Zotefoams Technology Limited

675 Mitcham Road, Croydon CR9 3AL

100% A

UK

Dormant

KZ Trading and Investment Limited

15/F OTB Building, 160 Gloucester Road,
Hong Kong

100% A

Hong Kong

Holding company

Zotefoams T-FIT Material Technology (Kunshan) Limited

181 Huanlou Road, Kunshan, Jiangsu

100% C

China

Process Zotefoams foams into T-FIT technical insulation products and distributes them

Zotefoams France SAS

29 Boulevard Albert Einstein, Nantes

100% A

France

No trading activities

Zotefoams Poland Sp. z.o.o.

ul. Grzybowska 2/29, 00-131, Warszawa

100% A

Poland

Purchases, manufactures and distributes cross-linked block foams

T-FIT Insulation Solutions India
Private Limited

412-415, 2nd Floor, Nimai Tower, Udyog Vihar, Phase-IV, Gurgaon, Haryana-122015

100% A

India

Distributes T-FIT technical insulation products

Zotefoams Denmark ApS

Niels Bohrs Vej 36, 8660 Skanderborg

100% A

Denmark

No trading activities

Zotefoams Spain Holdings S.L.

Avenida del Doctor Arce 14, 28002 Madrid

100% A

Spain

Holding company

Overseas Konstellation Company S.A.

Calle General D\u00edaz Porlier, n\u00ba 75,
28006 Madrid

100% D

Spain

Purchases, manufactures and distributes block foams

Inversiones G2GF, S.L.U.

Calle General D\u00edaz Porlier, n\u00ba 75,
28006 Madrid

100% E

Spain

Ownership of factory premises
\n
\n
\n\n
\n

A Subsidiary of Zotefoams International Limited

B Subsidiary of Zotefoams Inc

C Subsidiary of KZ Trading and Investment Limited

D Subsidiary of Zotefoams Spain Holdings S.L.

E Subsidiary of Overseas Konstellation Company S.A.

In the opinion of the Directors, the investments in the Company\u2019s subsidiary undertakings are worth at least the amount at which they are stated in the statement of financial position.

Zotefoams plc Employee Benefit Trust (\"EBT\") is a wholly-owned entity with its registered office JTC House, 28 Esplanade, St Helier, Jersey, Channel Islands, JE2 3QA. EBT releases shares in the Company when share awards vest or are exercised.

Zotefoams International Limited, Zotefoams Technology Limited and Zotefoams U.K. Limited are relying upon the exemption from audit of individual financial statements as permitted by Section 479A of the Companies Act 2006. All outstanding liabilities as at 31 December 2025 of these companies have been guaranteed by the Company and no liability is expected to arise under this guarantee.

\n
\n
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfInterestsInOtherEntitiesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-847": { "value": "\n\n
\n
\n \n

10. Investment in joint venture

\n
\n\n
\n
\n \n
\n\n
\n

During 2013, the Group entered into joint-venture arrangements with INOAC Corporation. As a result, the Group has a 50% interest in Azote Asia Limited (a private company incorporated in Hong Kong). Azote Asia Limited commenced trading in 2014 and is the exclusive distributor of Zotefoams\u2019 AZOTE\u00ae products in the Far East. The registered address and principal place of business is 1318-22, Park-In Commercial Centre, 56 Dundas Street, Kowloon. As at the end of the year, there were no contingent liabilities or commitments relating to the Group\u2019s interest in the joint venture.

The joint venture has share capital consisting solely of ordinary shares which are held directly by the Group. Azote Asia Limited is a private company and there is no quoted market price available for its shares.

Set out below is the summarised financial information for Azote Asia Limited, which is accounted for using the equity method.

Summarised statement of financial position:

As at 31 December

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Cash and cash equivalents

743

684

Other assets (excluding cash)

532

1,201

Total assets

1,275

1,885

Financial liabilities (excluding trade payables)

\u2013

\u2013

Other current liabilities (including trade payables)

(622)

(1,324)

Total liabilities

(622)

(1,324)

Net assets

653

561
\n
\n
\n\n
\n

Summarised statement of comprehensive income:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Revenue

2,493

3,811

Finance costs

2

6

Profit before tax

84

141

Income tax expense

(20)

\u2013

Profit after tax

64

141

Other comprehensive income

28

7

Total comprehensive income

92

148

Dividend received from joint venture

\u2013

\u2013

The information above reflects the amounts presented in the financial statements of the joint venture. There are no material differences in accounting policies between the Group and the joint venture.

A reconciliation of the summarised financial information presented to the carrying amount of the interest in the joint venture is provided below:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Opening net assets

561

413

Profit for the year

64

148

Other comprehensive income

28

\u2013

Closing net assets

653

561

Interest in joint venture @ 50%

327

281


2025
\u00a3\u2019000

2024
\u00a3\u2019000

Information on the joint venture



Carrying value at 1 January

281

207

Share of profit for the year

46

74

Carrying value at 31 December

327

281
\n
\n

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfInvestmentsAccountedForUsingEquityMethodExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-848": { "value": "\n\n
\n
\n \n

11. Property, plant and equipment

\n
\n\n
\n
\n \n

Group

Land and
buildings
\u00a3\u2019000

Plant and
equipment
\u00a3\u2019000

Fixtures and
fittings
\u00a3\u2019000

Under
construction
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

At 1 January 2024

46,613

115,276

3,388

9,118

174,395

Additions

26

26

18

10,031

10,101

Disposals

\u2013

(148)

(9)

\u2013

(157)

Transfers

1,852

7,669

450

(9,977)

(6)

Effect of movement in foreign exchange

(477)

177

(11)

83

(228)

At 31 December 2024

48,014

123,000

3,836

9,255

184,105

At 1 January 2025

48,014

123,000

3,836

9,255

184,105

Additions

\u2013

1,019

18

13,250

14,287

Acquisition of subsidiary (note 4)

4,060

4,427

5

\u2013

8,492

Disposals

(79)

(2,980)

(191)

(614)

(3,864)

Transfers

1,762

10,740

144

(12,646)

\u2013

Effect of movement in foreign exchange

(105)

(2,702)

(72)

(308)

(3,187)

At 31 December 2025

53,652

133,504

3,740

8,937

199,833

Accumulated depreciation

At 1 January 2024

17,059

62,872

2,721

\u2013

82,652

Depreciation charge

1,597

5,155

319

\u2013

7,071

Impairment

6

1,186

53

856

2,101

Disposals

\u2013

(74)

(8)

\u2013

(82)

Transfers

1

(14)

13

\u2013

\u2013

Effect of movement in foreign exchange

37

223

11

4

275

At 31 December 2024

18,700

69,348

3,109

860

92,017

At 1 January 2025

18,700

69,348

3,109

860

92,017

Depreciation charge

1,514

5,041

286

\u2013

6,841

Impairment

\u2013

\u2013

\u2013

204

204

Disposals

(79)

(2,885)

(190)

\u2013

(3,154)

Transfers

(2)

19

(17)

\u2013

\u2013

Effect of movement in foreign exchange

(362)

(1,274)

(65)

19

(1,682)

At 31 December 2025

19,771

70,249

3,123

1,083

94,226

Net book value

At 1 January 2024

29,554

52,404

667

9,118

91,743

At 31 December 2024 and 1 January 2025

29,314

53,652

727

8,395

92,088

At 31 December 2025

33,881

63,256

616

7,854

105,607

Depreciation is included in cost of sales in the income statement.

Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.

Company

Land and
buildings
\u00a3\u2019000

Plant and
equipment
\u00a3\u2019000

Fixtures and
fittings
\u00a3\u2019000

Under
construction
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

At 1 January 2024

25,318

67,058

2,119

3,857

98,352

Additions

10

20

\u2013

2,173

2,203

Disposals

(19)

\u2013

(2)

\u2013

(21)

Transfers

230

5,026

112

(5,368)

\u2013

At 31 December 2024

25,539

72,104

2,229

662

100,534

At 1 January 2025

25,539

72,104

2,229

662

100,534

Additions

\u2013

121

\u2013

5,371

5,492

Transfers

427

98

105

(630)

\u2013

At 31 December 2025

25,966

72,323

2,334

5,403

106,026

Accumulated depreciation

At 1 January 2024

10,351

44,418

1,556

\u2013

56,325

Depreciation charge

875

2,274

166

\u2013

3,315

Disposals

(19)

\u2013

(1)

\u2013

(20)

Transfers

\u2013

(11)

11

\u2013

\u2013

At 31 December 2024

11,207

46,681

1,732

\u2013

59,620

At 1 January 2025

11,207

46,681

1,732

\u2013

59,620

Depreciation charge

883

2,371

182

\u2013

3,436

At 31 December 2025

12,090

49,052

1,914

\u2013

63,056

Net book value

At 1 January 2024

14,967

22,640

563

3,857

42,027

At 31 December 2024 and 1 January 2025

14,332

25,423

497

662

40,914

At 31 December 2025

13,876

23,271

420

5,403

42,970

Depreciation is included in cost of sales in the income statement.

Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfPropertyPlantAndEquipmentExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-849": { "value": "\n\n
\n
\n \n

11. Property, plant and equipment

\n
\n\n
\n
\n \n

Group

Land and
buildings
\u00a3\u2019000

Plant and
equipment
\u00a3\u2019000

Fixtures and
fittings
\u00a3\u2019000

Under
construction
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

At 1 January 2024

46,613

115,276

3,388

9,118

174,395

Additions

26

26

18

10,031

10,101

Disposals

\u2013

(148)

(9)

\u2013

(157)

Transfers

1,852

7,669

450

(9,977)

(6)

Effect of movement in foreign exchange

(477)

177

(11)

83

(228)

At 31 December 2024

48,014

123,000

3,836

9,255

184,105

At 1 January 2025

48,014

123,000

3,836

9,255

184,105

Additions

\u2013

1,019

18

13,250

14,287

Acquisition of subsidiary (note 4)

4,060

4,427

5

\u2013

8,492

Disposals

(79)

(2,980)

(191)

(614)

(3,864)

Transfers

1,762

10,740

144

(12,646)

\u2013

Effect of movement in foreign exchange

(105)

(2,702)

(72)

(308)

(3,187)

At 31 December 2025

53,652

133,504

3,740

8,937

199,833

Accumulated depreciation

At 1 January 2024

17,059

62,872

2,721

\u2013

82,652

Depreciation charge

1,597

5,155

319

\u2013

7,071

Impairment

6

1,186

53

856

2,101

Disposals

\u2013

(74)

(8)

\u2013

(82)

Transfers

1

(14)

13

\u2013

\u2013

Effect of movement in foreign exchange

37

223

11

4

275

At 31 December 2024

18,700

69,348

3,109

860

92,017

At 1 January 2025

18,700

69,348

3,109

860

92,017

Depreciation charge

1,514

5,041

286

\u2013

6,841

Impairment

\u2013

\u2013

\u2013

204

204

Disposals

(79)

(2,885)

(190)

\u2013

(3,154)

Transfers

(2)

19

(17)

\u2013

\u2013

Effect of movement in foreign exchange

(362)

(1,274)

(65)

19

(1,682)

At 31 December 2025

19,771

70,249

3,123

1,083

94,226

Net book value

At 1 January 2024

29,554

52,404

667

9,118

91,743

At 31 December 2024 and 1 January 2025

29,314

53,652

727

8,395

92,088

At 31 December 2025

33,881

63,256

616

7,854

105,607

Depreciation is included in cost of sales in the income statement.

Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.

Company

Land and
buildings
\u00a3\u2019000

Plant and
equipment
\u00a3\u2019000

Fixtures and
fittings
\u00a3\u2019000

Under
construction
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

At 1 January 2024

25,318

67,058

2,119

3,857

98,352

Additions

10

20

\u2013

2,173

2,203

Disposals

(19)

\u2013

(2)

\u2013

(21)

Transfers

230

5,026

112

(5,368)

\u2013

At 31 December 2024

25,539

72,104

2,229

662

100,534

At 1 January 2025

25,539

72,104

2,229

662

100,534

Additions

\u2013

121

\u2013

5,371

5,492

Transfers

427

98

105

(630)

\u2013

At 31 December 2025

25,966

72,323

2,334

5,403

106,026

Accumulated depreciation

At 1 January 2024

10,351

44,418

1,556

\u2013

56,325

Depreciation charge

875

2,274

166

\u2013

3,315

Disposals

(19)

\u2013

(1)

\u2013

(20)

Transfers

\u2013

(11)

11

\u2013

\u2013

At 31 December 2024

11,207

46,681

1,732

\u2013

59,620

At 1 January 2025

11,207

46,681

1,732

\u2013

59,620

Depreciation charge

883

2,371

182

\u2013

3,436

At 31 December 2025

12,090

49,052

1,914

\u2013

63,056

Net book value

At 1 January 2024

14,967

22,640

563

3,857

42,027

At 31 December 2024 and 1 January 2025

14,332

25,423

497

662

40,914

At 31 December 2025

13,876

23,271

420

5,403

42,970

Depreciation is included in cost of sales in the income statement.

Bank borrowings are secured on property, plant and equipment. Refer to note 19 for details.

\n\n
\n

(ii) Amounts recognised in the income statement relating to leases:

Depreciation/amortisation of right-of-use assets

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Property

342

472

59

\u2013

Equipment

392

376

290

280

Licences

775

517

775

517

1,509

1,365

1,124

797
\n\n
\n
\n \n

13. Intangible assets

\n
\n\n
\n
\n \n

Group

Marketing
related
\u00a3\u2019000

Customer
related
\u00a3\u2019000

Technology
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Goodwill
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

250

398

6,404

4,120

2,399

4,755

18,326

Additions

\u2013

\u2013

300

88

\u2013

2,849

3,237

Transfer

\u2013

\u2013

\u2013

6

\u2013

\u2013

6

Effect of movement in foreign exchange

3

4

82

(7)

32

111

225

At 31 December 2024

253

402

6,786

4,207

2,431

7,715

21,794

At 1 January 2025

253

402

6,786

4,207

2,431

7,715

21,794

Additions

\u2013

\u2013

\u2013

263

10,016

\u2013

10,279

Acquired with subsidiary (note 4)

2,360

10,154

1,154

1

\u2013

\u2013

13,669

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(38)

(127)

(458)

5

(280)

(329)

(1,227)

At 31 December 2025

2,334

10,161

6,497

4,462

12,167

823

36,444

Accumulated amortisation

Balance at 1 January 2024

250

398

3,987

3,801

\u2013

472

8,908

Charge for the year

\u2013

\u2013

333

124

\u2013

90

547

Impairment

\u2013

\u2013

2,378

\u2013

2,386

6,876

11,640

Transfer

\u2013

\u2013

\u2013

(156)

\u2013

156

\u2013

Effect of movement in foreign exchange

3

4

88

\u2013

45

121

261

Balance at 31 December 2024

253

402

6,786

3,769

2,431

7,715

21,356

Balance at 1 January 2025

253

402

6,786

3,769

2,431

7,715

21,356

Charge for the year

38

148

26

124

\u2013

\u2013

336

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(12)

(13)

(444)

2

(167)

(329)

(963)

Balance at 31 December 2025

38

269

5,383

3,881

2,264

823

12,658

Net book value

At 1 January 2024

\u2013

\u2013

2,417

319

2,399

4,283

9,418

At 31 December 2024 and 1 January 2025

\u2013

\u2013

\u2013

438

\u2013

\u2013

438

At 31 December 2025

2,296

9,892

1,114

581

9,903

\u2013

23,786

Amortisation is included in cost of sales in the income statement.

Company

Customer
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

121

4,004

718

4,843

Additions

\u2013

88

\u2013

88

Balance at 31 December 2024

121

4,092

718

4,931

Balance at 1 January 2025

121

4,092

718

4,931

Additions

\u2013

268

\u2013

268

Balance at 31 December 2025

121

4,360

718

5,199

Accumulated amortisation

Balance at 1 January 2024

121

3,746

472

4,339

Charge for the year

\u2013

98

90

188

Transfers

\u2013

(156)

156

\u2013

Balance at 31 December 2024

121

3,688

718

4,527

Balance at 1 January 2025

121

3,688

718

4,527

Charge for the year

\u2013

106

\u2013

106

Balance at 31 December 2025

121

3,794

718

4,633

Net book value

At 1 January 2024

\u2013

258

246

504

At 31 December 2024 and 1 January 2025

\u2013

404

\u2013

404

At 31 December 2025

\u2013

566

\u2013

566
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfDepreciationAndAmortisationExpenseExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-850": { "value": "\n\n
\n
\n \n

12. Leases

\n
\n\n
\n
\n \n

(i) Amounts recognised in the statement of financial position relating to leases:

Right-of-use assets

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Property

4,563

809

83

\u2013

Equipment

1,703

1,344

1,336

1,162

Licences

6,458

7,233

6,458

7,233


12,724

9,386

7,877

8,395

Lease liabilities

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Lease liability falls due within 1 year

2,774

2,134

1,917

1,654

Lease liability falls due within 1\u20133 years

5,462

4,203

4,161

3,631

Lease liability falls due in more than 3 years

3,267

2,618

572

2,477

11,503

8,955

6,650

7,762

Additions

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Property

1,677

395

142

\u2013

Equipment

483

1,396

462

1,298

Licence

\u2013

7,749

\u2013

7,749

Acquired with subsidiary (note 4)

2,763

\u2013

\u2013

\u2013


4,923

9,540

604

9,047

(ii) Amounts recognised in the income statement relating to leases:

Depreciation/amortisation of right-of-use assets

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Property

342

472

59

\u2013

Equipment

392

376

290

280

Licences

775

517

775

517

1,509

1,365

1,124

797

Other items expensed to the income statement and cash flows

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Impairment of right-of-use-assets

\u2013

56

\u2013

\u2013

Interest expenses (included in finance costs)

518

411

436

336

Expense relating to short-term leases (included in cost of sales and administrative expenses)

62

118

62

118

Expense relating to leases of low-value assets that are not shown above as short-term leases (included in administrative expenses)

114

103

88

75

The total cash outflow for leases

2,609

2,335

2,152

1,639
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfLeasesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-853": { "value": " \n\n
\n
\n \n

13. Intangible assets

\n
\n\n
\n
\n \n

Group

Marketing
related
\u00a3\u2019000

Customer
related
\u00a3\u2019000

Technology
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Goodwill
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

250

398

6,404

4,120

2,399

4,755

18,326

Additions

\u2013

\u2013

300

88

\u2013

2,849

3,237

Transfer

\u2013

\u2013

\u2013

6

\u2013

\u2013

6

Effect of movement in foreign exchange

3

4

82

(7)

32

111

225

At 31 December 2024

253

402

6,786

4,207

2,431

7,715

21,794

At 1 January 2025

253

402

6,786

4,207

2,431

7,715

21,794

Additions

\u2013

\u2013

\u2013

263

10,016

\u2013

10,279

Acquired with subsidiary (note 4)

2,360

10,154

1,154

1

\u2013

\u2013

13,669

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(38)

(127)

(458)

5

(280)

(329)

(1,227)

At 31 December 2025

2,334

10,161

6,497

4,462

12,167

823

36,444

Accumulated amortisation

Balance at 1 January 2024

250

398

3,987

3,801

\u2013

472

8,908

Charge for the year

\u2013

\u2013

333

124

\u2013

90

547

Impairment

\u2013

\u2013

2,378

\u2013

2,386

6,876

11,640

Transfer

\u2013

\u2013

\u2013

(156)

\u2013

156

\u2013

Effect of movement in foreign exchange

3

4

88

\u2013

45

121

261

Balance at 31 December 2024

253

402

6,786

3,769

2,431

7,715

21,356

Balance at 1 January 2025

253

402

6,786

3,769

2,431

7,715

21,356

Charge for the year

38

148

26

124

\u2013

\u2013

336

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(12)

(13)

(444)

2

(167)

(329)

(963)

Balance at 31 December 2025

38

269

5,383

3,881

2,264

823

12,658

Net book value

At 1 January 2024

\u2013

\u2013

2,417

319

2,399

4,283

9,418

At 31 December 2024 and 1 January 2025

\u2013

\u2013

\u2013

438

\u2013

\u2013

438

At 31 December 2025

2,296

9,892

1,114

581

9,903

\u2013

23,786

Amortisation is included in cost of sales in the income statement.

Company

Customer
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

121

4,004

718

4,843

Additions

\u2013

88

\u2013

88

Balance at 31 December 2024

121

4,092

718

4,931

Balance at 1 January 2025

121

4,092

718

4,931

Additions

\u2013

268

\u2013

268

Balance at 31 December 2025

121

4,360

718

5,199

Accumulated amortisation

Balance at 1 January 2024

121

3,746

472

4,339

Charge for the year

\u2013

98

90

188

Transfers

\u2013

(156)

156

\u2013

Balance at 31 December 2024

121

3,688

718

4,527

Balance at 1 January 2025

121

3,688

718

4,527

Charge for the year

\u2013

106

\u2013

106

Balance at 31 December 2025

121

3,794

718

4,633

Net book value

At 1 January 2024

\u2013

258

246

504

At 31 December 2024 and 1 January 2025

\u2013

404

\u2013

404

At 31 December 2025

\u2013

566

\u2013

566
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-854": { "value": " \n\n
\n
\n \n

13. Intangible assets

\n
\n\n
\n
\n \n

Group

Marketing
related
\u00a3\u2019000

Customer
related
\u00a3\u2019000

Technology
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Goodwill
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

250

398

6,404

4,120

2,399

4,755

18,326

Additions

\u2013

\u2013

300

88

\u2013

2,849

3,237

Transfer

\u2013

\u2013

\u2013

6

\u2013

\u2013

6

Effect of movement in foreign exchange

3

4

82

(7)

32

111

225

At 31 December 2024

253

402

6,786

4,207

2,431

7,715

21,794

At 1 January 2025

253

402

6,786

4,207

2,431

7,715

21,794

Additions

\u2013

\u2013

\u2013

263

10,016

\u2013

10,279

Acquired with subsidiary (note 4)

2,360

10,154

1,154

1

\u2013

\u2013

13,669

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(38)

(127)

(458)

5

(280)

(329)

(1,227)

At 31 December 2025

2,334

10,161

6,497

4,462

12,167

823

36,444

Accumulated amortisation

Balance at 1 January 2024

250

398

3,987

3,801

\u2013

472

8,908

Charge for the year

\u2013

\u2013

333

124

\u2013

90

547

Impairment

\u2013

\u2013

2,378

\u2013

2,386

6,876

11,640

Transfer

\u2013

\u2013

\u2013

(156)

\u2013

156

\u2013

Effect of movement in foreign exchange

3

4

88

\u2013

45

121

261

Balance at 31 December 2024

253

402

6,786

3,769

2,431

7,715

21,356

Balance at 1 January 2025

253

402

6,786

3,769

2,431

7,715

21,356

Charge for the year

38

148

26

124

\u2013

\u2013

336

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(12)

(13)

(444)

2

(167)

(329)

(963)

Balance at 31 December 2025

38

269

5,383

3,881

2,264

823

12,658

Net book value

At 1 January 2024

\u2013

\u2013

2,417

319

2,399

4,283

9,418

At 31 December 2024 and 1 January 2025

\u2013

\u2013

\u2013

438

\u2013

\u2013

438

At 31 December 2025

2,296

9,892

1,114

581

9,903

\u2013

23,786

Amortisation is included in cost of sales in the income statement.

Company

Customer
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

121

4,004

718

4,843

Additions

\u2013

88

\u2013

88

Balance at 31 December 2024

121

4,092

718

4,931

Balance at 1 January 2025

121

4,092

718

4,931

Additions

\u2013

268

\u2013

268

Balance at 31 December 2025

121

4,360

718

5,199

Accumulated amortisation

Balance at 1 January 2024

121

3,746

472

4,339

Charge for the year

\u2013

98

90

188

Transfers

\u2013

(156)

156

\u2013

Balance at 31 December 2024

121

3,688

718

4,527

Balance at 1 January 2025

121

3,688

718

4,527

Charge for the year

\u2013

106

\u2013

106

Balance at 31 December 2025

121

3,794

718

4,633

Net book value

At 1 January 2024

\u2013

258

246

504

At 31 December 2024 and 1 January 2025

\u2013

404

\u2013

404

At 31 December 2025

\u2013

566

\u2013

566
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-855": { "value": " \n\n
\n
\n \n

13. Intangible assets

\n
\n\n
\n
\n \n

Group

Marketing
related
\u00a3\u2019000

Customer
related
\u00a3\u2019000

Technology
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Goodwill
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

250

398

6,404

4,120

2,399

4,755

18,326

Additions

\u2013

\u2013

300

88

\u2013

2,849

3,237

Transfer

\u2013

\u2013

\u2013

6

\u2013

\u2013

6

Effect of movement in foreign exchange

3

4

82

(7)

32

111

225

At 31 December 2024

253

402

6,786

4,207

2,431

7,715

21,794

At 1 January 2025

253

402

6,786

4,207

2,431

7,715

21,794

Additions

\u2013

\u2013

\u2013

263

10,016

\u2013

10,279

Acquired with subsidiary (note 4)

2,360

10,154

1,154

1

\u2013

\u2013

13,669

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(38)

(127)

(458)

5

(280)

(329)

(1,227)

At 31 December 2025

2,334

10,161

6,497

4,462

12,167

823

36,444

Accumulated amortisation

Balance at 1 January 2024

250

398

3,987

3,801

\u2013

472

8,908

Charge for the year

\u2013

\u2013

333

124

\u2013

90

547

Impairment

\u2013

\u2013

2,378

\u2013

2,386

6,876

11,640

Transfer

\u2013

\u2013

\u2013

(156)

\u2013

156

\u2013

Effect of movement in foreign exchange

3

4

88

\u2013

45

121

261

Balance at 31 December 2024

253

402

6,786

3,769

2,431

7,715

21,356

Balance at 1 January 2025

253

402

6,786

3,769

2,431

7,715

21,356

Charge for the year

38

148

26

124

\u2013

\u2013

336

Disposals

(241)

(268)

(985)

(14)

\u2013

(6,563)

(8,071)

Effect of movement in foreign exchange

(12)

(13)

(444)

2

(167)

(329)

(963)

Balance at 31 December 2025

38

269

5,383

3,881

2,264

823

12,658

Net book value

At 1 January 2024

\u2013

\u2013

2,417

319

2,399

4,283

9,418

At 31 December 2024 and 1 January 2025

\u2013

\u2013

\u2013

438

\u2013

\u2013

438

At 31 December 2025

2,296

9,892

1,114

581

9,903

\u2013

23,786

Amortisation is included in cost of sales in the income statement.

Company

Customer
related
\u00a3\u2019000

Software
related
\u00a3\u2019000

Capitalised
development
\u00a3\u2019000

Total
\u00a3\u2019000

Cost

Balance at 1 January 2024

121

4,004

718

4,843

Additions

\u2013

88

\u2013

88

Balance at 31 December 2024

121

4,092

718

4,931

Balance at 1 January 2025

121

4,092

718

4,931

Additions

\u2013

268

\u2013

268

Balance at 31 December 2025

121

4,360

718

5,199

Accumulated amortisation

Balance at 1 January 2024

121

3,746

472

4,339

Charge for the year

\u2013

98

90

188

Transfers

\u2013

(156)

156

\u2013

Balance at 31 December 2024

121

3,688

718

4,527

Balance at 1 January 2025

121

3,688

718

4,527

Charge for the year

\u2013

106

\u2013

106

Balance at 31 December 2025

121

3,794

718

4,633

Net book value

At 1 January 2024

\u2013

258

246

504

At 31 December 2024 and 1 January 2025

\u2013

404

\u2013

404

At 31 December 2025

\u2013

566

\u2013

566
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfIntangibleAssetsAndGoodwillExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-857": { "value": " \n\n
\n
\n \n

14. Investment in subsidiaries

\n
\n\n
\n
\n \n
\n\n
\n

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Shares in Group undertakings \u2013 at cost

30,822

30,822
\n
\n
\n\n
\n

The following is a complete list of the subsidiary undertakings of the Company:

Registered office

Ownership

Country

Principal activities

Directly owned subsidiaries

Zotefoams International Limited

675 Mitcham Road, Croydon CR9 3AL

100%

UK

Holding company

Zotefoams Pension Trustees Limited

675 Mitcham Road, Croydon CR9 3AL

100%

UK

Acts as trustee of the Group\u2019s pension schemes

Indirectly owned subsidiaries

Zotefoams Inc

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% A

USA

Purchases, manufactures and distributes cross-linked block foams

Zotefoams Midwest LLC

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% B

USA

Trading company supplying specialist materials for the construction industry

MuCell Extrusion LLC

Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle, Delaware

100% B

USA

Licenses microcellular foam technology

Zotefoams U.K. Limited (formerly
Zotefoams Operations Limited)

675 Mitcham Road, Croydon CR9 3AL

100% A

UK

From 1 January 2026 purchases, manufactures and distributes cross-linked block foams

Zotefoams Technology Limited

675 Mitcham Road, Croydon CR9 3AL

100% A

UK

Dormant

KZ Trading and Investment Limited

15/F OTB Building, 160 Gloucester Road,
Hong Kong

100% A

Hong Kong

Holding company

Zotefoams T-FIT Material Technology (Kunshan) Limited

181 Huanlou Road, Kunshan, Jiangsu

100% C

China

Process Zotefoams foams into T-FIT technical insulation products and distributes them

Zotefoams France SAS

29 Boulevard Albert Einstein, Nantes

100% A

France

No trading activities

Zotefoams Poland Sp. z.o.o.

ul. Grzybowska 2/29, 00-131, Warszawa

100% A

Poland

Purchases, manufactures and distributes cross-linked block foams

T-FIT Insulation Solutions India
Private Limited

412-415, 2nd Floor, Nimai Tower, Udyog Vihar, Phase-IV, Gurgaon, Haryana-122015

100% A

India

Distributes T-FIT technical insulation products

Zotefoams Denmark ApS

Niels Bohrs Vej 36, 8660 Skanderborg

100% A

Denmark

No trading activities

Zotefoams Spain Holdings S.L.

Avenida del Doctor Arce 14, 28002 Madrid

100% A

Spain

Holding company

Overseas Konstellation Company S.A.

Calle General D\u00edaz Porlier, n\u00ba 75,
28006 Madrid

100% D

Spain

Purchases, manufactures and distributes block foams

Inversiones G2GF, S.L.U.

Calle General D\u00edaz Porlier, n\u00ba 75,
28006 Madrid

100% E

Spain

Ownership of factory premises
\n
\n
\n\n
\n

A Subsidiary of Zotefoams International Limited

B Subsidiary of Zotefoams Inc

C Subsidiary of KZ Trading and Investment Limited

D Subsidiary of Zotefoams Spain Holdings S.L.

E Subsidiary of Overseas Konstellation Company S.A.

In the opinion of the Directors, the investments in the Company\u2019s subsidiary undertakings are worth at least the amount at which they are stated in the statement of financial position.

Zotefoams plc Employee Benefit Trust (\"EBT\") is a wholly-owned entity with its registered office JTC House, 28 Esplanade, St Helier, Jersey, Channel Islands, JE2 3QA. EBT releases shares in the Company when share awards vest or are exercised.

Zotefoams International Limited, Zotefoams Technology Limited and Zotefoams U.K. Limited are relying upon the exemption from audit of individual financial statements as permitted by Section 479A of the Companies Act 2006. All outstanding liabilities as at 31 December 2025 of these companies have been guaranteed by the Company and no liability is expected to arise under this guarantee.

\n
\n
\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfSignificantInvestmentsInSubsidiariesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-859": { "value": "\n\n
\n
\n \n

15. Inventories

\n
\n\n
\n
\n \n

Group

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

Raw materials and consumables

14,110

16,114

10,507

13,202

Work in progress

10,473

10,651

6,697

7,003

Finished goods

7,840

7,737

3,211

4,628

Provision for impairment losses

(5,153)

(4,578)

(1,927)

(1,518)

27,270

29,924

18,488

23,315

In 2025, the value of inventory recognised by the Group as an expense in cost of goods sold was \u00a365,702k (2024: \u00a362,776k).

Movement in provision

Movements in the inventory provision during the financial year are set out below:

Group

Company

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Provision for impairment losses as at 1 January

4,578

2,476

1,518

788

Acquired with subsidiary

249

\u2013

\u2013

\u2013

Inventories written off against provision

(604)

(25)

(528)

(25)

Additional provisions recognised

1,200

2,561

946

883

Unused amounts reversed

(174)

(351)

(9)

(128)

Exchange differences

(96)

(83)

\u2013

\u2013

Provision for impairment losses as at 31 December

5,153

4,578

1,927

1,518

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfInventoriesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-860": { "value": "\n\n
\n
\n \n

16. Trade and other receivables

\n
\n\n
\n
\n \n

Group

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

2025
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Amounts falling due over one year:

Prepayments and accrued income

134

14

30

13

Amounts owed by Group undertakings

\u2013

\u2013

47,797

\u2013

Amounts falling due within one year:



Trade receivables

32,384

28,833

17,729

19,133

Amounts owed by Group undertakings

\u2013

\u2013

11,424

35,857

Other receivables

1,925

1,343

1,385

1,065

Prepayments and accrued income

2,175

1,318

1,517

651

36,618

31,508

79,882

56,719

Trade receivables are generally on terms of 30 to 90 days.

Amounts owed by Group undertakings due within one year are payable on demand; the trading portion does not attract any interest. Unsecured loans provided to Group undertakings totalling \u00a354,751k (2024: \u00a321,525k)attract interest charges of 5.5% for loans linked to US dollar, 3.5 % for euro and 6.0% for GBP, (2024: USD 6.5%, EUR 4.9%, GBP 6.9%, DKK 6.4%). Bank borrowings are secured on the trade receivables of the Group. Refer to note 19 for details.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherReceivablesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-861": { "value": "

Group

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

2025
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Amounts falling due over one year:

Prepayments and accrued income

134

14

30

13

Amounts owed by Group undertakings

\u2013

\u2013

47,797

\u2013

Amounts falling due within one year:



Trade receivables

32,384

28,833

17,729

19,133

Amounts owed by Group undertakings

\u2013

\u2013

11,424

35,857

Other receivables

1,925

1,343

1,385

1,065

Prepayments and accrued income

2,175

1,318

1,517

651

36,618

31,508

79,882

56,719
", "dimensions": { "concept": "ifrs-full:DisclosureOfPrepaymentsAndOtherAssetsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-862": { "value": "\n\n
\n
\n \n

17. Cash and cash equivalents

\n
\n\n
\n
\n \n
\n\n
\n

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Cash at bank and in hand

13,982

10,534

6,399

5,449

Cash at bank earns interest at floating rates based on daily bank deposit rates.

\n
\n

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfCashAndCashEquivalentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-863": { "value": "\n\n
\n
\n \n

18. Trade and other payables

\n
\n\n
\n
\n \n

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Trade payables

10,873

4,970

6,550

3,760

Amounts owed to Group undertakings

\u2013

\u2013

441

125

Other taxation and social security

1,162

748

628

543

Other payables

5,475

3,173

3,324

1,898

Accruals and deferred income

4,070

2,987

2,948

1,401

21,580

11,878

13,891

7,727

Amounts owed to Group undertakings are unsecured, repayable on demand and attract no interest.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfTradeAndOtherPayablesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-864": { "value": "

Group

Company

2025
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Trade payables

10,873

4,970

6,550

3,760

Amounts owed to Group undertakings

\u2013

\u2013

441

125

Other taxation and social security

1,162

748

628

543

Other payables

5,475

3,173

3,324

1,898

Accruals and deferred income

4,070

2,987

2,948

1,401

21,580

11,878

13,891

7,727
", "dimensions": { "concept": "ifrs-full:DisclosureOfAccruedExpensesAndOtherLiabilitiesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-865": { "value": "\n\n
\n
\n \n

19. Interest-bearing loans and borrowings

\n
\n\n
\n
\n \n

Group

Company

Note

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Current bank borrowings

22

45,511

34,602

45,511

34,602

At the end of the financial year, the Group has utilised \u00a345.5m (31 December 2024: \u00a334.8m) of its multi-currency revolving credit facility of \u00a350.0m; this amount is repayable on the last day of each loan interest period, which is of either a three- or six-month duration. The facility is secured by a fixed charge over freehold property and plant and machinery. The net amount above \u00a345.5m is net of \u00a30.0m (2024: \u00a30.2m) origination fees paid up front and being amortised over four years. The Group has headroom of \u00a318.5m, being \u00a314.0m cash and cash equivalents and the undrawn facility of \u00a34.5m, being the facility of \u00a350.0m less the drawn-down balance of \u00a345.5m.

The loan was repaid in full on 23 January 2026 and refinanced with a new loan on similar terms lasting for three years from that date.

The interest rates on the debt facility ranged between 3.1% and 5.7% in 2025 (2024: between 4.3% and 6.6%).

The Group and the Company have the following undrawn borrowing facilities as per the bank at the end of the financial year:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Floating rate:

Expiring beyond one year

4,454

15,212

Total

4,454

15,212

Reconciliation of liabilities arising from financing activities:

Short-term borrowings

Group

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Short-term borrowings at 1 January

34,602

36,527

34,602

36,527

Repayment

(14,584)

(8,357)

(14,584)

(8,357)

Drawdown

25,931

6,750

25,931

6,750

Loan origination fee

151

180

151

180

Foreign exchange movement

(589)

(498)

(589)

(498)

Short-term borrowings at 31 December

45,511

34,602

45,511

34,602

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingCostsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-866": { "value": "\n\n
\n
\n \n

19. Interest-bearing loans and borrowings

\n
\n\n
\n
\n \n

Group

Company

Note

2025\u00a0
\u00a3\u2019000

2024
\u00a3\u2019000

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Current bank borrowings

22

45,511

34,602

45,511

34,602

At the end of the financial year, the Group has utilised \u00a345.5m (31 December 2024: \u00a334.8m) of its multi-currency revolving credit facility of \u00a350.0m; this amount is repayable on the last day of each loan interest period, which is of either a three- or six-month duration. The facility is secured by a fixed charge over freehold property and plant and machinery. The net amount above \u00a345.5m is net of \u00a30.0m (2024: \u00a30.2m) origination fees paid up front and being amortised over four years. The Group has headroom of \u00a318.5m, being \u00a314.0m cash and cash equivalents and the undrawn facility of \u00a34.5m, being the facility of \u00a350.0m less the drawn-down balance of \u00a345.5m.

The loan was repaid in full on 23 January 2026 and refinanced with a new loan on similar terms lasting for three years from that date.

The interest rates on the debt facility ranged between 3.1% and 5.7% in 2025 (2024: between 4.3% and 6.6%).

The Group and the Company have the following undrawn borrowing facilities as per the bank at the end of the financial year:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Floating rate:

Expiring beyond one year

4,454

15,212

Total

4,454

15,212

Reconciliation of liabilities arising from financing activities:

Short-term borrowings

Group

Company

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

2025\u00a0
\u00a3\u2019000

2024\u00a0
\u00a3\u2019000

Short-term borrowings at 1 January

34,602

36,527

34,602

36,527

Repayment

(14,584)

(8,357)

(14,584)

(8,357)

Drawdown

25,931

6,750

25,931

6,750

Loan origination fee

151

180

151

180

Foreign exchange movement

(589)

(498)

(589)

(498)

Short-term borrowings at 31 December

45,511

34,602

45,511

34,602

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfBorrowingsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-867": { "value": "\n\n
\n
\n \n

20. Deferred tax assets and liabilities

\n
\n\n
\n
\n \n

Recognised deferred tax assets and liabilities \u2013 Group

Movement in deferred tax assets/(liabilities)

Property,

plant and

equipment

\u00a3\u2019000

Rolled-over

gain
\u00a3\u2019000

Inventories
\u00a3\u2019000

Derivative

financial

instruments

\u00a3\u2019000

Defined

Benefit
Pension
Scheme
\u00a3\u2019000

Provisions

\u00a3\u2019000

Share

option
charges
\u00a3\u2019000

Acquired in business combination

\u00a3\u2019000

Tax value of recognised losses and relief earned forward

\u00a3\u2019000

Total

\u00a3\u2019000

Balance at 1 January 2024

(5,384)

(806)

296

(309)

664

\u2013

565

\u2013

139

(4,835)

(Charged)/credited to the income statement

(263)

\u2013

113

\u2013

(189)

28

(68)

\u2013

\u2013

(379)

Recognised in other comprehensive income
and equity

\u2013

\u2013

\u2013

590

(87)

\u2013

156

\u2013

\u2013

659

Balance at 31 December 2024

(5,647)

(806)

409

281

388

28

653

\u2013

139

(4,555)

Balance at 1 January 2025

(5,647)

(806)

409

281

388

28

653

\u2013

139

(4,555)

Acquired with subsidiary

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

(4,030)

\u2013

(4,030)

Credited/(charged) to the income statement

154

\u2013

46

\u2013

(199)

149

209

55

5,046

5,460

Recognised in other comprehensive income and equity

\u2013

\u2013

\u2013

(509)

(189)

\u2013

174

\u2013

\u2013

(524)

Translation

\u2013

\u2013

(1)

\u2013

\u2013

\u2013

\u2013

50

(68)

(19)

Balance at 31 December 2025

(5,493)

(806)

454

(228)

\u2013

177

1,036

(3,925)

5,117

(3,668)












At 31 December 2024











Deferred tax liabilities

(5,647)

(806)

\u2013

281

388

28

653

\u2013

\u2013

(5,103)

Deferred tax assets

\u2013

\u2013

409

\u2013

\u2013

\u2013

\u2013

\u2013

139

548

Net

(5,647)

(806)

409

281

388

28

653

\u2013

139

(4,555)












At 31 December 2025











Deferred tax liabilities

(5,493)

(806)

\u2013

(228)

\u2013

177

1,036

(3,925)

\u2013

(9,239)

Deferred tax assets

\u2013

\u2013

454

\u2013

\u2013

\u2013

\u2013

\u2013

5,117

5,571

Net

(5,493)

(806)

454

(228)

\u2013

177

1,036

(3,925)

5,117

(3,668)

Unrecognised deferred tax assets

The Group has recognised a deferred tax asset in the USA of $1,977k (2024: $220k), in respect of tax losses which can be carried forward indefinitely. In addition to this, the Group has further tax losses in the USA with a value of $2,634k (2024: $6,852k), on which no asset has been recognised due to the risk that the associated impairments will not be allowable for tax purposes in the future. At year-end exchange rates, this unrecognised asset translates to \u00a31,959k (2024: \u00a35,471k).

The Group has tax relief carried forward in Poland of PLN24,915k (2024: PLN28,228k) or \u00a35,148k (2024: \u00a35,482k); of this PLN5,234k (2024: PLN28,228k) or \u00a31,081k (2024: \u00a35,482k) has not been recognised as an asset on the balance sheet as it is not expected to be recoverable until after 2030 when the future profits are not sufficiently certain to be applied.

The tax relief in Poland is available until 2034 and the asset is expected to be recovered over the next five years. The tax losses in the USA have an indefinite life and are expected to be recovered over the next two years.

Deferred tax assets and liabilities \u2013 Company

Movement in deferred tax assets/(liabilities)

Property,

plant and

equipment
\u00a3\u2019000

Rolled-over

gain
\u00a3\u2019000

Derivative

financial

instruments

\u00a3\u2019000

Defined

Benefit
Pension
Scheme
\u00a3\u2019000

Provisions

\u00a3\u2019000

Share

option
charges
\u00a3\u2019000

Offset

\u00a3\u2019000

Total

\u00a3\u2019000

Balance at 1 January 2024

(5,384)

(806)

(309)

664

\u2013

565

\u2013

(5,270)

(Charged)/credited to the income statement

(263)

\u2013

\u2013

(189)

28

(68)

\u2013

(492)

Recognised in other comprehensive income
and equity

\u2013

\u2013

590

(87)

\u2013

156

\u2013

659

Balance at 31 December 2024

(5,647)

(806)

281

388

28

653

\u2013

(5,103)

Balance at 1 January 2025

(5,647)

(806)

281

388

28

653

\u2013

(5,103)

Credited/(charged) to the income statement

154

\u2013

\u2013

(199)

149

209

\u2013

313

Recognised in other comprehensive income
and equity

\u2013

\u2013

(509)

(189)

\u2013

174

\u2013

(524)

Balance at 31 December 2025

(5,493)

(806)

(228)

\u2013

177

1.036

\u2013

(5,314)










At 31 December 2024









Deferred tax liabilities

(5,647)

(806)

\u2013

\u2013

\u2013

\u2013

1,350

(5,103)

Deferred tax assets

\u2013

\u2013

281

388

28

653

(1,350)

\u2013

Net

(5,647)

(806)

281

388

28

653

\u2013

(5,103)










At 31 December 2025









Deferred tax liabilities

(5,493)

(806)

(228)

\u2013

\u2013

\u2013

1,213

(5,314)

Deferred tax assets

\u2013

\u2013

\u2013

\u2013

177

1,036

(1,213)

\u2013

Net

(5,493)

(806)

(228)

\u2013

177

1,036

\u2013

(5,314)

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfDeferredTaxesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-868": { "value": "\n\n
\n
\n \n

21. Issued share capital

\n
\n\n
\n
\n \n

Issued, allotted and fully paid ordinary shares of 5.0p each:

Number of

shares

Par value

\u00a3\u2019000

Share

premium
\u00a3\u2019000

Total

\u00a3\u2019000

At 1 January 2024 and 1 January 2025

48,846,234

2,442

44,178

46,620

Share issue to Employee Benefit Trust

400,000

20

\u2013

20

At 31 December 2025

49,246,234

2,462

44,178

46,640

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled, on a poll, to one vote per share at meetings of the\u00a0Company.

Nature and purpose of other reserves

Capital redemption reserve

On the buy-back and cancellation of preference shares, an amount equal to the par value was transferred from retained earnings to the capital redemption reserve for capital maintenance purposes.

Translation reserve

Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income and accumulated in\u00a0a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is disposed of.

Hedging reserve

The hedging reserve includes the cash flow hedge reserve and the costs of the hedging reserve. The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges. Amounts are subsequently reclassified to the income statement as\u00a0appropriate.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfIssuedCapitalExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-869": { "value": "\n\n
\n
\n \n

21. Issued share capital

\n
\n\n
\n
\n \n

Issued, allotted and fully paid ordinary shares of 5.0p each:

Number of

shares

Par value

\u00a3\u2019000

Share

premium
\u00a3\u2019000

Total

\u00a3\u2019000

At 1 January 2024 and 1 January 2025

48,846,234

2,442

44,178

46,620

Share issue to Employee Benefit Trust

400,000

20

\u2013

20

At 31 December 2025

49,246,234

2,462

44,178

46,640

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled, on a poll, to one vote per share at meetings of the\u00a0Company.

Nature and purpose of other reserves

Capital redemption reserve

On the buy-back and cancellation of preference shares, an amount equal to the par value was transferred from retained earnings to the capital redemption reserve for capital maintenance purposes.

Translation reserve

Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income and accumulated in\u00a0a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is disposed of.

Hedging reserve

The hedging reserve includes the cash flow hedge reserve and the costs of the hedging reserve. The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges. Amounts are subsequently reclassified to the income statement as\u00a0appropriate.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfShareCapitalReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-870": { "value": "

Nature and purpose of other reserves

Capital redemption reserve

On the buy-back and cancellation of preference shares, an amount equal to the par value was transferred from retained earnings to the capital redemption reserve for capital maintenance purposes.

Translation reserve

Exchange differences arising on translation of the foreign controlled entities are recognised in other comprehensive income and accumulated in\u00a0a separate reserve within equity. The cumulative amount is reclassified to the income statement when the net investment is disposed of.

Hedging reserve

The hedging reserve includes the cash flow hedge reserve and the costs of the hedging reserve. The cash flow hedge reserve is used to recognise the effective portion of gains or losses on derivatives that are designated and qualify as cash flow hedges. Amounts are subsequently reclassified to the income statement as\u00a0appropriate.

", "dimensions": { "concept": "ifrs-full:DisclosureOfReservesAndOtherEquityInterestExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-871": { "value": "\n\n
\n
\n \n

22. Financial instruments and financial risk management

\n
\n\n
\n
\n \n

The Group\u2019s and Company\u2019s principal financial instruments include cash in hand and at bank and interest-bearing loans and borrowings, the main purpose of which is to provide finance for the Group\u2019s and Company\u2019s operations. Foreign exchange derivatives are used to help manage the Group\u2019s and Company\u2019s currency exposure. Per the Group\u2019s and Company\u2019s policy, no trading in financial instruments is undertaken.

The main risks arising from the Group\u2019s and Company\u2019s financial instruments are credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained consistent throughout the\u00a0year.

Credit risk

Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analysing the credit risk for each of their new customers before standard payment and delivery terms and conditions are offered. Credit risk arises from cash and cash equivalents and derivative financial instruments with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. A financial asset is considered in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no expectation of recovery.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for customers offered credit over a certain amount. The Group and Company do not require collateral in respect of financial assets.

At the statement of financial position date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position.

Credit quality of financial assets

Group

Company

Counterparties without external credit rating:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Existing customers with no defaults in the past

32,384

28,823

17,729

19,133

Existing customers with some defaults in the past, net of impairment allowance

\u2013

10

\u2013

\u2013

32,384

28,833

17,729

19,133

Group

Company

Cash at bank

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

13,277

10,161

6,399

5,449

Moody\u2019s P-2

588

\u2013

\u2013

\u2013

Moody's P-3

117

373

\u2013

\u2013

13,982

10,534

6,399

5,449

Group

Company

Derivative financial assets

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

980

42

980

42

980

42

980

42

While cash and cash equivalents are subject to impairment review under IFRS 9 \u201cFinancial Instruments\u201d, the identified impairment loss was immaterial (2024:\u00a0immaterial).

Trade receivables are analysed as follows:

Group

Company

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Gross carrying amount

32,673

29,003

17,729

19,133

\u2013 due for less than 60 days

32,380

28,423

17,729

19,127

\u2013 due for more than 60 days

293

580

\u2013

6

Expected loss rate





\u2013 due for less than 60 days

\u2013

\u2013

\u2013

\u2013

\u2013 due for more than 60 days

98.6%

29.6%

\u2013

\u2013

Loss allowance

289

170

\u2013

\u2013

Trade receivables net of allowances

32,384

28,833

17,729

19,133

Loss allowances are analysed as follows:

Group

\u00a3\u2019000

Company

\u00a0\u00a3\u2019000

At 1 January 2024

247

11

Increase in loss allowance recognised in profit or loss during the year

33

\u2013

Reversal of loss allowance on collection of dues

(110)

(11)

At 31 December 2024

170

\u2013

At 1 January 2025

170

\u2013

Acquisition of subsidiary

23

\u2013

Increase in loss allowance recognised in profit or loss during the year

96

\u2013

At 31 December 2025

289

\u2013

The normal terms of trade are between 30 and 90 days from the end of the month of invoice.

The credit quality of trade receivables that are neither past due nor impaired is assessed individually based on credit history and experience. In 2025 and 2024, the Group and Company insured a material portion of their trade receivable balances to mitigate credit risk. The uninsured exposure as at 31 December 2025 for the Group was \u00a318,742k (2024: \u00a318,078k) and for the Company was \u00a311,292k (2024: \u00a312,599k). The Group and the Company make provisions against trade receivables, such provisions being based on the debtor\u2019s prior credit history and knowledge of any adverse conditions affecting the debtor (e.g. receivership or liquidation). The Directors believe an adequate provision has been made for trade receivables at the year end. None of the amounts owed by Group undertakings are impaired.

Interest rate risk

The Group\u2019s and Company\u2019s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group and Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group and Company have strong cash generation from their operations and closely monitor borrowing levels to manage the interest rate risk.

The interest rate profile of the Group\u2019s and Company\u2019s borrowings at 31 December is shown below:

2025

2024

Group

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

* \u00a0 The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

2025

2024

Company

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

*\u00a0 \u00a0The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

The impact on pre-tax profit of a 1% shift in the variable rate borrowings would be \u00a3455k (2024: \u00a3400k).

Liquidity risk

Group Finance performs cash flow forecasting in the operating entities of the Group, which is then aggregated. Group Finance monitors rolling forecasts of the Group\u2019s liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities (note 19) at all times, so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such\u00a0forecasting takes into consideration the Group\u2019s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and any applicable external regulatory or legal requirements.

The following are the contractual maturities of financial liabilities, including estimated payments and excluding the effect of netting agreements:

2025

2024

Group

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows\u00a0

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(16,348)

(16,348)

(16,348)

\u2013

\u2013

(8,142)

(8,142)

(8,142)

\u2013

\u2013

Lease liabilities

(11,503)

(13,154)

(3,238)

(3,176)

(6,740)

(8,955)

(10,180)

(2,625)

(2,401)

(5,154)

Total non-derivative financial liabilities

(73,362)

(75,048)

(65,425)

(3,176)

(6,740)

(51,699)

(53,110)

(45,555)

(2,401)

(5,154)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013

2025

2024

Company

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(9,874)

(9,874)

(9,874)

\u2013

\u2013

(5,655)

(5,655)

(5,655)

\u2013

\u2013

Lease liabilities

(6,650)

(7,369)

(2,267)

(2,253)

(2,849)

(7,762)

(8,847)

(2,081)

(2,081)

(4,685)

Total non-derivative financial liabilities

(62,035)

(62,789)

(57,980)

(2,253)

(2,849)

(48,019)

(49,290)

(42,524)

(2,081)

(4,685)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013

Foreign currency risk

The Group and Company operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the euro and US dollar. Foreign exchange risk arises from recognised assets and liabilities and future commercial transactions.

Foreign exchange risk is managed centrally by Group Finance and arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the Company\u2019s functional currency.

The Group\u2019s policy is to use forward currency contracts to cover approximately 67-80% of the estimated net cash foreign exchange trading exposure for the euro and US dollar for the next twelve months, as well as approximately 25% of the estimated net cash foreign exchange trading exposure for\u00a0the following six months. The Group also hedges its exposure to foreign currency denominated assets, where possible, by offsetting them with same\u2011currency liabilities, primarily through borrowing in the relevant currency. These foreign currency denominated assets, which are translated on a mark to market basis every month and with the resulting movement being taken to the income statement, include loans made by the Company to, and intercompany trading balances with, its overseas subsidiaries, the effect of which is cash neutral. They also include non-sterling accounts receivable, held on the Company\u2019s statement of financial position, which are impacted by foreign exchange movements between revenue recognition and cash receipt, the impact of which is mitigated through further hedging activities but remains exposed to the exact timing of cash receipts.

The euro and US dollar rates used in preparing the financial statements are as follows:

2025

2024

Average

Closing

Average

Closing

Euro/sterling

1.173

1.146

1.177

1.210

US dollar/sterling

1.312

1.345

1.278

1.252

In respect of other monetary assets and liabilities held in currencies other than the euro and the US dollar, the Group and the Company ensure that\u00a0the net exposure is kept to a manageable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances.

Where possible, the Group tries to hold the majority of its cash and cash equivalent balances in the local currency of the respective entity or, for\u00a0borrowings, in a currency which provides an offset, albeit often partial, against monetary working capital net assets in that currency.

Recognised assets and liabilities

The table below shows non-derivative financial instruments of the Group and Company in currencies other than sterling:

Group \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

3,578

3,808

1,548

8,934

Trade receivables

7,848

21,016

346

29,210

Trade payables

(4,166)

(3,875)

(252)

(8,293)

Group \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,593

4,066

1,264

6,923

Trade receivables

4,952

17,887

1,192

24,031

Trade payables

(2,048)

(995)

(267)

(3,310)

Company \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,079

235

109

1,423

Trade receivables

2,755

10,712

113

13,580

Trade payables

(1,956)

(1,999)

\u2013

(3,955)

Company \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

363

1,489

49

1,901

Trade receivables

3,160

10,600

201

13,961

Trade payables

(1,989)

(96)

\u2013

(2,085)

Forecast transactions

The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of such forward exchange contracts is shown in the table below:

31 December 2025

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

980

\u2013

980

Total assets

\u2013

980

\u2013

980

Liabilities

Forward exchange contracts

\u2013

(67)

\u2013

(67)

Total liabilities

\u2013

(67)

\u2013

(67)

31 December 2024

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

42

\u2013

42

Total assets

\u2013

42

\u2013

42

Liabilities





Forward exchange contracts

\u2013

(1,164)

\u2013

(1,164)

Total liabilities

\u2013

(1,164)

\u2013

(1,164)

The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2025 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement. This is generally within twelve months of the end of the reporting period.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts, ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness during 2025 or 2024 in relation to the forward exchange contracts.

Estimation of fair values

The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.

They are classified according to the following fair value hierarchy:

  • Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived\u00a0from prices)
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2024: Handelsbanken and NatWest mid-market rates) at the statement of financial position date.

The maturity profile of the forward contracts as at 31 December is as follows:

2025

2024

Group and Company

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Sell USD

$71,566k

54,181

55,094

913

$67,100

52,467

51,345

(1,122)

Sensitivity analysis

In managing currency risks, the Group and Company aim to reduce the impact of short-term fluctuations on their earnings. Over the longer term, however, changes in foreign exchange would have an impact on earnings.

In respect of retranslation of monetary items, at 31 December 2025, it is estimated that an increase of one percentage point in the value of sterling against the US\u00a0dollar would decrease the Group\u2019s profit before tax by approximately \u00a3608k (2024: \u00a3555k) before forward exchange contracts and\u00a0\u00a317k\u00a0(2024: \u00a3140k) after forward exchange contracts are included. The effect of an increase of one percentage point against the euro is considered\u00a0marginal.

Financial instruments by category

2025

2024

Group

Financial

assets at

amortised

cost
\u00a3\u2019000

Derivatives

used for

hedging

\u00a3\u2019000

Financial

liabilities at

amortised

cost
\u00a3\u2019000

Financial

assets at

amortised

cost
\u00a3\u2019000

Derivatives

used for

hedging

\u00a3\u2019000

Financial

liabilities at

amortised

cost
\u00a3\u2019000

Trade and other receivables

34,631

\u2013

\u2013

30,151

\u2013

\u2013

Cash and cash equivalents

13,982

\u2013

\u2013

10,534

\u2013

\u2013

Derivative financial instruments \u2013 assets

\u2013

980

\u2013

\u2013

42

\u2013

\u2013 liabilities

\u2013

(67)

\u2013

\u2013

(1,164)

\u2013

Interest-bearing loans and borrowings

\u2013

\u2013

(45,511)

\u2013

\u2013

(34,602)

Trade and other payables

\u2013

\u2013

(16,348)

\u2013

\u2013

(8,142)

Lease liability

\u2013

\u2013

(11,503)

\u2013

\u2013

(8,955)

2025

2024

Company

Financial

assets at
amortised
cost
\u00a3\u2019000

Derivatives

used for

hedging
\u00a3\u2019000

Financial

liabilities at

amortised
cost
\u00a3\u2019000

Financial

assets at

amortised
cost
\u00a3\u2019000

Derivatives

used for

hedging
\u00a3\u2019000

Financial

liabilities at

amortised
cost
\u00a3\u2019000

Trade and other receivables

19,617

\u2013

\u2013

19,784

\u2013

\u2013

Cash and cash equivalents

6,399

\u2013

\u2013

5,449

\u2013

\u2013

Derivative financial instruments \u2013 assets

\u2013

980

\u2013

\u2013

42

\u2013

\u2013 liabilities

\u2013

(67)

\u2013

\u2013

(1,164)

\u2013

Interest-bearing loans and borrowings

\u2013

\u2013

(45,511)

\u2013

\u2013

(34,602)

Trade and other payables

\u2013

\u2013

(9,874)

\u2013

\u2013

(5,655)

Lease liability

\u2013

\u2013

(6,650)

\u2013

\u2013

(7,762)

Capital management

The Group\u2019s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group can adjust the amount of dividends paid to shareholders, issue new shares or redeem existing ones or borrow funds from financial institutions.

The Group monitors capital on the basis of the following leverage ratio: net borrowings divided by EBITDA (as per bank facility agreement).

Loan covenants

Under the terms of its borrowing facilities, the Group is required to comply with the following financial covenants:

  • the ratio of net borrowings on the last day of the relevant period to earnings before interest, tax, depreciation and amortisation, share of profit/(loss)\u00a0from joint venture, equity-settled share-based payments and exceptional items (EBITDA) shall not exceed 3.50:1.00
  • the ratio of EBITDA to net finance charges in respect of the relevant period shall not be less than 4.00:1.00.

The Group has complied with its covenants throughout the financial year.

As at

31 December

2025
\u00a3\u2019000

As at

31 December

2024
\u00a3\u2019000

Net borrowings

31,529

24,068

EBITDA*

37,794

28,190


Net borrowings/EBITDA

0.83

0.85

Net finance charges

1,638

2,600

EBITDA/net finance charges

23.07

10.84

*\u00a0 For the purposes of this calculation EBITDA has been adjusted to reflect a full year of the newly acquired subsidiary OKC being part of the Group.

Net borrowings comprise current and non-current interest-bearing loans and borrowings of \u00a345,511k (2024: \u00a334,602k), as per note 19, and cash and cash equivalents of \u00a313,982k (2024: \u00a310,534k) as per note 17.

The definition of net finance charges for the purpose of calculating the ratio of EBITDA to net finance charges includes bank loan interest expensed of \u00a31,860k (2024: \u00a32,738k), less interest income of \u00a3222k (2024: \u00a3138k), that being gross interest of \u00a3350k (2024: \u00a3274k) less interest income from customers of \u00a3128k (2024: \u00a3136k).

Note

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Profit/(loss) for the year


25,820

(2,755)

Depreciation and amortisation

11,12,13

9,632

8,983

Finance costs

7

1,665

2,873

Share of profit from joint venture

10

(46)

(74)

Equity-settled share-based payments

25

1,674

1,077

Taxation

(1,897)

2,908

EBITDA before exceptional items


36,848

13,012

Add back exceptional items


946

15,178

EBITDA


37,794

28,190

The definition of finance costs when calculating EBITDA includes finance costs expensed of \u00a32,058k (2024: \u00a33,147k) less interest income of \u00a3393k (2024: \u00a3274k), as per note 7, and the income statement with the effect of a full year of OKC added on.

The Group\u2019s objective is to maintain leverage below the Board\u2019s appetite of 2.0. However, it is prepared to accept increases in this ratio at times of sizeable, capacity\u2011related, capital expenditure in order to support continued growth. Subject to short-term macroeconomic and geopolitical volatility, this is always expected to reduce quickly back below the Board\u2019s appetite, and to significantly lower levels, as capacity utilisation improves.

The bank covenant definition does not include the impact of IFRS 16 \u201cLeases\u201d, which would have moved the ratio from 0.83 to 1.30.

The Group defines its return on capital as operating profit before exceptional items divided by the average sum of its equity, net debt and other non\u2011current liabilities. This measure excludes acquired intangible assets and their amortisation costs. The Group also excludes significant capacity investments under construction until they enter production. In 2025, the return on capital was 13.9% (2024: 11.7%), mostly reflecting improved profitability in the year.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-872": { "value": "\n\n
\n
\n \n

22. Financial instruments and financial risk management

\n
\n\n
\n
\n \n

The Group\u2019s and Company\u2019s principal financial instruments include cash in hand and at bank and interest-bearing loans and borrowings, the main purpose of which is to provide finance for the Group\u2019s and Company\u2019s operations. Foreign exchange derivatives are used to help manage the Group\u2019s and Company\u2019s currency exposure. Per the Group\u2019s and Company\u2019s policy, no trading in financial instruments is undertaken.

The main risks arising from the Group\u2019s and Company\u2019s financial instruments are credit risk, interest rate risk, liquidity risk and foreign currency risk.

The Board reviews and agrees policies for managing each of these risks and they are summarised below. These policies have remained consistent throughout the\u00a0year.

Credit risk

Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analysing the credit risk for each of their new customers before standard payment and delivery terms and conditions are offered. Credit risk arises from cash and cash equivalents and derivative financial instruments with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. A financial asset is considered in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no expectation of recovery.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for customers offered credit over a certain amount. The Group and Company do not require collateral in respect of financial assets.

At the statement of financial position date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position.

Credit quality of financial assets

Group

Company

Counterparties without external credit rating:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Existing customers with no defaults in the past

32,384

28,823

17,729

19,133

Existing customers with some defaults in the past, net of impairment allowance

\u2013

10

\u2013

\u2013

32,384

28,833

17,729

19,133

Group

Company

Cash at bank

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

13,277

10,161

6,399

5,449

Moody\u2019s P-2

588

\u2013

\u2013

\u2013

Moody's P-3

117

373

\u2013

\u2013

13,982

10,534

6,399

5,449

Group

Company

Derivative financial assets

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

980

42

980

42

980

42

980

42

While cash and cash equivalents are subject to impairment review under IFRS 9 \u201cFinancial Instruments\u201d, the identified impairment loss was immaterial (2024:\u00a0immaterial).

Trade receivables are analysed as follows:

Group

Company

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Gross carrying amount

32,673

29,003

17,729

19,133

\u2013 due for less than 60 days

32,380

28,423

17,729

19,127

\u2013 due for more than 60 days

293

580

\u2013

6

Expected loss rate





\u2013 due for less than 60 days

\u2013

\u2013

\u2013

\u2013

\u2013 due for more than 60 days

98.6%

29.6%

\u2013

\u2013

Loss allowance

289

170

\u2013

\u2013

Trade receivables net of allowances

32,384

28,833

17,729

19,133

Loss allowances are analysed as follows:

Group

\u00a3\u2019000

Company

\u00a0\u00a3\u2019000

At 1 January 2024

247

11

Increase in loss allowance recognised in profit or loss during the year

33

\u2013

Reversal of loss allowance on collection of dues

(110)

(11)

At 31 December 2024

170

\u2013

At 1 January 2025

170

\u2013

Acquisition of subsidiary

23

\u2013

Increase in loss allowance recognised in profit or loss during the year

96

\u2013

At 31 December 2025

289

\u2013

The normal terms of trade are between 30 and 90 days from the end of the month of invoice.

The credit quality of trade receivables that are neither past due nor impaired is assessed individually based on credit history and experience. In 2025 and 2024, the Group and Company insured a material portion of their trade receivable balances to mitigate credit risk. The uninsured exposure as at 31 December 2025 for the Group was \u00a318,742k (2024: \u00a318,078k) and for the Company was \u00a311,292k (2024: \u00a312,599k). The Group and the Company make provisions against trade receivables, such provisions being based on the debtor\u2019s prior credit history and knowledge of any adverse conditions affecting the debtor (e.g. receivership or liquidation). The Directors believe an adequate provision has been made for trade receivables at the year end. None of the amounts owed by Group undertakings are impaired.

Interest rate risk

The Group\u2019s and Company\u2019s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group and Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group and Company have strong cash generation from their operations and closely monitor borrowing levels to manage the interest rate risk.

The interest rate profile of the Group\u2019s and Company\u2019s borrowings at 31 December is shown below:

2025

2024

Group

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

* \u00a0 The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

2025

2024

Company

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

*\u00a0 \u00a0The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

The impact on pre-tax profit of a 1% shift in the variable rate borrowings would be \u00a3455k (2024: \u00a3400k).

Liquidity risk

Group Finance performs cash flow forecasting in the operating entities of the Group, which is then aggregated. Group Finance monitors rolling forecasts of the Group\u2019s liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities (note 19) at all times, so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such\u00a0forecasting takes into consideration the Group\u2019s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and any applicable external regulatory or legal requirements.

The following are the contractual maturities of financial liabilities, including estimated payments and excluding the effect of netting agreements:

2025

2024

Group

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows\u00a0

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(16,348)

(16,348)

(16,348)

\u2013

\u2013

(8,142)

(8,142)

(8,142)

\u2013

\u2013

Lease liabilities

(11,503)

(13,154)

(3,238)

(3,176)

(6,740)

(8,955)

(10,180)

(2,625)

(2,401)

(5,154)

Total non-derivative financial liabilities

(73,362)

(75,048)

(65,425)

(3,176)

(6,740)

(51,699)

(53,110)

(45,555)

(2,401)

(5,154)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013

2025

2024

Company

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(9,874)

(9,874)

(9,874)

\u2013

\u2013

(5,655)

(5,655)

(5,655)

\u2013

\u2013

Lease liabilities

(6,650)

(7,369)

(2,267)

(2,253)

(2,849)

(7,762)

(8,847)

(2,081)

(2,081)

(4,685)

Total non-derivative financial liabilities

(62,035)

(62,789)

(57,980)

(2,253)

(2,849)

(48,019)

(49,290)

(42,524)

(2,081)

(4,685)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013

Foreign currency risk

The Group and Company operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the euro and US dollar. Foreign exchange risk arises from recognised assets and liabilities and future commercial transactions.

Foreign exchange risk is managed centrally by Group Finance and arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the Company\u2019s functional currency.

The Group\u2019s policy is to use forward currency contracts to cover approximately 67-80% of the estimated net cash foreign exchange trading exposure for the euro and US dollar for the next twelve months, as well as approximately 25% of the estimated net cash foreign exchange trading exposure for\u00a0the following six months. The Group also hedges its exposure to foreign currency denominated assets, where possible, by offsetting them with same\u2011currency liabilities, primarily through borrowing in the relevant currency. These foreign currency denominated assets, which are translated on a mark to market basis every month and with the resulting movement being taken to the income statement, include loans made by the Company to, and intercompany trading balances with, its overseas subsidiaries, the effect of which is cash neutral. They also include non-sterling accounts receivable, held on the Company\u2019s statement of financial position, which are impacted by foreign exchange movements between revenue recognition and cash receipt, the impact of which is mitigated through further hedging activities but remains exposed to the exact timing of cash receipts.

The euro and US dollar rates used in preparing the financial statements are as follows:

2025

2024

Average

Closing

Average

Closing

Euro/sterling

1.173

1.146

1.177

1.210

US dollar/sterling

1.312

1.345

1.278

1.252

In respect of other monetary assets and liabilities held in currencies other than the euro and the US dollar, the Group and the Company ensure that\u00a0the net exposure is kept to a manageable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances.

Where possible, the Group tries to hold the majority of its cash and cash equivalent balances in the local currency of the respective entity or, for\u00a0borrowings, in a currency which provides an offset, albeit often partial, against monetary working capital net assets in that currency.

Recognised assets and liabilities

The table below shows non-derivative financial instruments of the Group and Company in currencies other than sterling:

Group \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

3,578

3,808

1,548

8,934

Trade receivables

7,848

21,016

346

29,210

Trade payables

(4,166)

(3,875)

(252)

(8,293)

Group \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,593

4,066

1,264

6,923

Trade receivables

4,952

17,887

1,192

24,031

Trade payables

(2,048)

(995)

(267)

(3,310)

Company \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,079

235

109

1,423

Trade receivables

2,755

10,712

113

13,580

Trade payables

(1,956)

(1,999)

\u2013

(3,955)

Company \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

363

1,489

49

1,901

Trade receivables

3,160

10,600

201

13,961

Trade payables

(1,989)

(96)

\u2013

(2,085)

Forecast transactions

The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of such forward exchange contracts is shown in the table below:

31 December 2025

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

980

\u2013

980

Total assets

\u2013

980

\u2013

980

Liabilities

Forward exchange contracts

\u2013

(67)

\u2013

(67)

Total liabilities

\u2013

(67)

\u2013

(67)

31 December 2024

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

42

\u2013

42

Total assets

\u2013

42

\u2013

42

Liabilities





Forward exchange contracts

\u2013

(1,164)

\u2013

(1,164)

Total liabilities

\u2013

(1,164)

\u2013

(1,164)

The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2025 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement. This is generally within twelve months of the end of the reporting period.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts, ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness during 2025 or 2024 in relation to the forward exchange contracts.

Estimation of fair values

The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.

They are classified according to the following fair value hierarchy:

  • Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived\u00a0from prices)
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2024: Handelsbanken and NatWest mid-market rates) at the statement of financial position date.

The maturity profile of the forward contracts as at 31 December is as follows:

2025

2024

Group and Company

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Sell USD

$71,566k

54,181

55,094

913

$67,100

52,467

51,345

(1,122)

Sensitivity analysis

In managing currency risks, the Group and Company aim to reduce the impact of short-term fluctuations on their earnings. Over the longer term, however, changes in foreign exchange would have an impact on earnings.

In respect of retranslation of monetary items, at 31 December 2025, it is estimated that an increase of one percentage point in the value of sterling against the US\u00a0dollar would decrease the Group\u2019s profit before tax by approximately \u00a3608k (2024: \u00a3555k) before forward exchange contracts and\u00a0\u00a317k\u00a0(2024: \u00a3140k) after forward exchange contracts are included. The effect of an increase of one percentage point against the euro is considered\u00a0marginal.

Financial instruments by category

2025

2024

Group

Financial

assets at

amortised

cost
\u00a3\u2019000

Derivatives

used for

hedging

\u00a3\u2019000

Financial

liabilities at

amortised

cost
\u00a3\u2019000

Financial

assets at

amortised

cost
\u00a3\u2019000

Derivatives

used for

hedging

\u00a3\u2019000

Financial

liabilities at

amortised

cost
\u00a3\u2019000

Trade and other receivables

34,631

\u2013

\u2013

30,151

\u2013

\u2013

Cash and cash equivalents

13,982

\u2013

\u2013

10,534

\u2013

\u2013

Derivative financial instruments \u2013 assets

\u2013

980

\u2013

\u2013

42

\u2013

\u2013 liabilities

\u2013

(67)

\u2013

\u2013

(1,164)

\u2013

Interest-bearing loans and borrowings

\u2013

\u2013

(45,511)

\u2013

\u2013

(34,602)

Trade and other payables

\u2013

\u2013

(16,348)

\u2013

\u2013

(8,142)

Lease liability

\u2013

\u2013

(11,503)

\u2013

\u2013

(8,955)

2025

2024

Company

Financial

assets at
amortised
cost
\u00a3\u2019000

Derivatives

used for

hedging
\u00a3\u2019000

Financial

liabilities at

amortised
cost
\u00a3\u2019000

Financial

assets at

amortised
cost
\u00a3\u2019000

Derivatives

used for

hedging
\u00a3\u2019000

Financial

liabilities at

amortised
cost
\u00a3\u2019000

Trade and other receivables

19,617

\u2013

\u2013

19,784

\u2013

\u2013

Cash and cash equivalents

6,399

\u2013

\u2013

5,449

\u2013

\u2013

Derivative financial instruments \u2013 assets

\u2013

980

\u2013

\u2013

42

\u2013

\u2013 liabilities

\u2013

(67)

\u2013

\u2013

(1,164)

\u2013

Interest-bearing loans and borrowings

\u2013

\u2013

(45,511)

\u2013

\u2013

(34,602)

Trade and other payables

\u2013

\u2013

(9,874)

\u2013

\u2013

(5,655)

Lease liability

\u2013

\u2013

(6,650)

\u2013

\u2013

(7,762)

Capital management

The Group\u2019s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group can adjust the amount of dividends paid to shareholders, issue new shares or redeem existing ones or borrow funds from financial institutions.

The Group monitors capital on the basis of the following leverage ratio: net borrowings divided by EBITDA (as per bank facility agreement).

Loan covenants

Under the terms of its borrowing facilities, the Group is required to comply with the following financial covenants:

  • the ratio of net borrowings on the last day of the relevant period to earnings before interest, tax, depreciation and amortisation, share of profit/(loss)\u00a0from joint venture, equity-settled share-based payments and exceptional items (EBITDA) shall not exceed 3.50:1.00
  • the ratio of EBITDA to net finance charges in respect of the relevant period shall not be less than 4.00:1.00.

The Group has complied with its covenants throughout the financial year.

As at

31 December

2025
\u00a3\u2019000

As at

31 December

2024
\u00a3\u2019000

Net borrowings

31,529

24,068

EBITDA*

37,794

28,190


Net borrowings/EBITDA

0.83

0.85

Net finance charges

1,638

2,600

EBITDA/net finance charges

23.07

10.84

*\u00a0 For the purposes of this calculation EBITDA has been adjusted to reflect a full year of the newly acquired subsidiary OKC being part of the Group.

Net borrowings comprise current and non-current interest-bearing loans and borrowings of \u00a345,511k (2024: \u00a334,602k), as per note 19, and cash and cash equivalents of \u00a313,982k (2024: \u00a310,534k) as per note 17.

The definition of net finance charges for the purpose of calculating the ratio of EBITDA to net finance charges includes bank loan interest expensed of \u00a31,860k (2024: \u00a32,738k), less interest income of \u00a3222k (2024: \u00a3138k), that being gross interest of \u00a3350k (2024: \u00a3274k) less interest income from customers of \u00a3128k (2024: \u00a3136k).

Note

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Profit/(loss) for the year


25,820

(2,755)

Depreciation and amortisation

11,12,13

9,632

8,983

Finance costs

7

1,665

2,873

Share of profit from joint venture

10

(46)

(74)

Equity-settled share-based payments

25

1,674

1,077

Taxation

(1,897)

2,908

EBITDA before exceptional items


36,848

13,012

Add back exceptional items


946

15,178

EBITDA


37,794

28,190

The definition of finance costs when calculating EBITDA includes finance costs expensed of \u00a32,058k (2024: \u00a33,147k) less interest income of \u00a3393k (2024: \u00a3274k), as per note 7, and the income statement with the effect of a full year of OKC added on.

The Group\u2019s objective is to maintain leverage below the Board\u2019s appetite of 2.0. However, it is prepared to accept increases in this ratio at times of sizeable, capacity\u2011related, capital expenditure in order to support continued growth. Subject to short-term macroeconomic and geopolitical volatility, this is always expected to reduce quickly back below the Board\u2019s appetite, and to significantly lower levels, as capacity utilisation improves.

The bank covenant definition does not include the impact of IFRS 16 \u201cLeases\u201d, which would have moved the ratio from 0.83 to 1.30.

The Group defines its return on capital as operating profit before exceptional items divided by the average sum of its equity, net debt and other non\u2011current liabilities. This measure excludes acquired intangible assets and their amortisation costs. The Group also excludes significant capacity investments under construction until they enter production. In 2025, the return on capital was 13.9% (2024: 11.7%), mostly reflecting improved profitability in the year.

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfFinancialRiskManagementExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-873": { "value": "

Credit risk

Credit risk is managed on a Group basis, except for credit risk relating to accounts receivable balances. Each local entity is responsible for managing and analysing the credit risk for each of their new customers before standard payment and delivery terms and conditions are offered. Credit risk arises from cash and cash equivalents and derivative financial instruments with banks and financial institutions, as well as credit exposures to customers, including outstanding receivables and committed transactions. A financial asset is considered in default when the counterparty fails to pay its contractual obligations. Financial assets are written off when there is no expectation of recovery.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed for customers offered credit over a certain amount. The Group and Company do not require collateral in respect of financial assets.

At the statement of financial position date there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the statement of financial position.

Credit quality of financial assets

Group

Company

Counterparties without external credit rating:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Existing customers with no defaults in the past

32,384

28,823

17,729

19,133

Existing customers with some defaults in the past, net of impairment allowance

\u2013

10

\u2013

\u2013

32,384

28,833

17,729

19,133

Group

Company

Cash at bank

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

13,277

10,161

6,399

5,449

Moody\u2019s P-2

588

\u2013

\u2013

\u2013

Moody's P-3

117

373

\u2013

\u2013

13,982

10,534

6,399

5,449

Group

Company

Derivative financial assets

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Moody\u2019s P-1

980

42

980

42

980

42

980

42

While cash and cash equivalents are subject to impairment review under IFRS 9 \u201cFinancial Instruments\u201d, the identified impairment loss was immaterial (2024:\u00a0immaterial).

Trade receivables are analysed as follows:

Group

Company

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Gross carrying amount

32,673

29,003

17,729

19,133

\u2013 due for less than 60 days

32,380

28,423

17,729

19,127

\u2013 due for more than 60 days

293

580

\u2013

6

Expected loss rate





\u2013 due for less than 60 days

\u2013

\u2013

\u2013

\u2013

\u2013 due for more than 60 days

98.6%

29.6%

\u2013

\u2013

Loss allowance

289

170

\u2013

\u2013

Trade receivables net of allowances

32,384

28,833

17,729

19,133

Loss allowances are analysed as follows:

Group

\u00a3\u2019000

Company

\u00a0\u00a3\u2019000

At 1 January 2024

247

11

Increase in loss allowance recognised in profit or loss during the year

33

\u2013

Reversal of loss allowance on collection of dues

(110)

(11)

At 31 December 2024

170

\u2013

At 1 January 2025

170

\u2013

Acquisition of subsidiary

23

\u2013

Increase in loss allowance recognised in profit or loss during the year

96

\u2013

At 31 December 2025

289

\u2013

The normal terms of trade are between 30 and 90 days from the end of the month of invoice.

The credit quality of trade receivables that are neither past due nor impaired is assessed individually based on credit history and experience. In 2025 and 2024, the Group and Company insured a material portion of their trade receivable balances to mitigate credit risk. The uninsured exposure as at 31 December 2025 for the Group was \u00a318,742k (2024: \u00a318,078k) and for the Company was \u00a311,292k (2024: \u00a312,599k). The Group and the Company make provisions against trade receivables, such provisions being based on the debtor\u2019s prior credit history and knowledge of any adverse conditions affecting the debtor (e.g. receivership or liquidation). The Directors believe an adequate provision has been made for trade receivables at the year end. None of the amounts owed by Group undertakings are impaired.

", "dimensions": { "concept": "ifrs-full:DisclosureOfCreditRiskExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-879": { "value": "

Trade receivables are analysed as follows:

Group

Company

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Gross carrying amount

32,673

29,003

17,729

19,133

\u2013 due for less than 60 days

32,380

28,423

17,729

19,127

\u2013 due for more than 60 days

293

580

\u2013

6

Expected loss rate





\u2013 due for less than 60 days

\u2013

\u2013

\u2013

\u2013

\u2013 due for more than 60 days

98.6%

29.6%

\u2013

\u2013

Loss allowance

289

170

\u2013

\u2013

Trade receivables net of allowances

32,384

28,833

17,729

19,133

Loss allowances are analysed as follows:

Group

\u00a3\u2019000

Company

\u00a0\u00a3\u2019000

At 1 January 2024

247

11

Increase in loss allowance recognised in profit or loss during the year

33

\u2013

Reversal of loss allowance on collection of dues

(110)

(11)

At 31 December 2024

170

\u2013

At 1 January 2025

170

\u2013

Acquisition of subsidiary

23

\u2013

Increase in loss allowance recognised in profit or loss during the year

96

\u2013

At 31 December 2025

289

\u2013

The normal terms of trade are between 30 and 90 days from the end of the month of invoice.

The credit quality of trade receivables that are neither past due nor impaired is assessed individually based on credit history and experience. In 2025 and 2024, the Group and Company insured a material portion of their trade receivable balances to mitigate credit risk. The uninsured exposure as at 31 December 2025 for the Group was \u00a318,742k (2024: \u00a318,078k) and for the Company was \u00a311,292k (2024: \u00a312,599k). The Group and the Company make provisions against trade receivables, such provisions being based on the debtor\u2019s prior credit history and knowledge of any adverse conditions affecting the debtor (e.g. receivership or liquidation). The Directors believe an adequate provision has been made for trade receivables at the year end. None of the amounts owed by Group undertakings are impaired.

", "dimensions": { "concept": "ifrs-full:DisclosureOfAllowanceForCreditLossesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-889": { "value": "

Interest rate risk

The Group\u2019s and Company\u2019s interest rate risk arises from short-term borrowings. Borrowings issued at variable rates expose the Group and Company to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk.

The Group and Company have strong cash generation from their operations and closely monitor borrowing levels to manage the interest rate risk.

The interest rate profile of the Group\u2019s and Company\u2019s borrowings at 31 December is shown below:

2025

2024

Group

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

Effective

interest rate
%

Fixed
rates
\u00a3\u2019000

Variable
rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

* \u00a0 The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

2025

2024

Company

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

Effective

interest rate

%

Fixed

rates
\u00a3\u2019000

Variable

rates
\u00a3\u2019000

US dollar short-term borrowings

5.60%

\u2013

14,127

6.57%

\u2013

21,559

Sterling short-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

\u2013

Euro short-term borrowings

3.52%

\u2013

31,419

5.06%

\u2013

13,229

US dollar long-term borrowings

\u2013

\u2013

\u2013

\u2013

\u2013

Total*

45,546


\u2013

34,788

*\u00a0 \u00a0The total amount of \u00a345,546k is gross of an outstanding amount of \u00a335k of loan origination fees paid up front and being amortised over the period of the loan (2024: \u00a334,788k, gross of \u00a3186k of loan origination fees).

The impact on pre-tax profit of a 1% shift in the variable rate borrowings would be \u00a3455k (2024: \u00a3400k).

Foreign currency risk

The Group and Company operate internationally and are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the euro and US dollar. Foreign exchange risk arises from recognised assets and liabilities and future commercial transactions.

Foreign exchange risk is managed centrally by Group Finance and arises when future commercial transactions or recognised assets or liabilities are denominated in a currency that is not the Company\u2019s functional currency.

The Group\u2019s policy is to use forward currency contracts to cover approximately 67-80% of the estimated net cash foreign exchange trading exposure for the euro and US dollar for the next twelve months, as well as approximately 25% of the estimated net cash foreign exchange trading exposure for\u00a0the following six months. The Group also hedges its exposure to foreign currency denominated assets, where possible, by offsetting them with same\u2011currency liabilities, primarily through borrowing in the relevant currency. These foreign currency denominated assets, which are translated on a mark to market basis every month and with the resulting movement being taken to the income statement, include loans made by the Company to, and intercompany trading balances with, its overseas subsidiaries, the effect of which is cash neutral. They also include non-sterling accounts receivable, held on the Company\u2019s statement of financial position, which are impacted by foreign exchange movements between revenue recognition and cash receipt, the impact of which is mitigated through further hedging activities but remains exposed to the exact timing of cash receipts.

The euro and US dollar rates used in preparing the financial statements are as follows:

2025

2024

Average

Closing

Average

Closing

Euro/sterling

1.173

1.146

1.177

1.210

US dollar/sterling

1.312

1.345

1.278

1.252

In respect of other monetary assets and liabilities held in currencies other than the euro and the US dollar, the Group and the Company ensure that\u00a0the net exposure is kept to a manageable level by buying or selling foreign currencies at spot rates, where necessary, to address short-term imbalances.

Where possible, the Group tries to hold the majority of its cash and cash equivalent balances in the local currency of the respective entity or, for\u00a0borrowings, in a currency which provides an offset, albeit often partial, against monetary working capital net assets in that currency.

Recognised assets and liabilities

The table below shows non-derivative financial instruments of the Group and Company in currencies other than sterling:

Group \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

3,578

3,808

1,548

8,934

Trade receivables

7,848

21,016

346

29,210

Trade payables

(4,166)

(3,875)

(252)

(8,293)

Group \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,593

4,066

1,264

6,923

Trade receivables

4,952

17,887

1,192

24,031

Trade payables

(2,048)

(995)

(267)

(3,310)

Company \u2013 2025

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

1,079

235

109

1,423

Trade receivables

2,755

10,712

113

13,580

Trade payables

(1,956)

(1,999)

\u2013

(3,955)

Company \u2013 2024

Euro

\u00a3\u2019000

US dollar

\u00a3\u2019000

Other

\u00a3\u2019000

Total

\u00a3\u2019000

Cash and cash equivalents

363

1,489

49

1,901

Trade receivables

3,160

10,600

201

13,961

Trade payables

(1,989)

(96)

\u2013

(2,085)
", "dimensions": { "concept": "ifrs-full:DisclosureOfMarketRiskExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-894": { "value": "

Liquidity risk

Group Finance performs cash flow forecasting in the operating entities of the Group, which is then aggregated. Group Finance monitors rolling forecasts of the Group\u2019s liquidity requirements to ensure that it has sufficient cash to meet operational needs, while maintaining sufficient headroom on its undrawn committed borrowing facilities (note 19) at all times, so that the Group does not breach borrowing limits or covenants (where applicable) on any of its borrowing facilities. Such\u00a0forecasting takes into consideration the Group\u2019s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and any applicable external regulatory or legal requirements.

The following are the contractual maturities of financial liabilities, including estimated payments and excluding the effect of netting agreements:

2025

2024

Group

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount\u00a0

\u00a3\u2019000

Contractual

cash flows\u00a0

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(16,348)

(16,348)

(16,348)

\u2013

\u2013

(8,142)

(8,142)

(8,142)

\u2013

\u2013

Lease liabilities

(11,503)

(13,154)

(3,238)

(3,176)

(6,740)

(8,955)

(10,180)

(2,625)

(2,401)

(5,154)

Total non-derivative financial liabilities

(73,362)

(75,048)

(65,425)

(3,176)

(6,740)

(51,699)

(53,110)

(45,555)

(2,401)

(5,154)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013

2025

2024

Company

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Carrying

amount

\u00a3\u2019000

Contractual

cash flows

\u00a3\u2019000

1 year

or less
\u00a3\u2019000

1 to 2

years
\u00a3\u2019000

More

than
2 years
\u00a3\u2019000

Non-derivative financial\u00a0liabilities











Interest-bearing loans and\u00a0borrowings

(45,511)

(45,546)

(45,839)

\u2013

\u2013

(34,602)

(34,788)

(34,788)

\u2013

\u2013

Trade and other payables

(9,874)

(9,874)

(9,874)

\u2013

\u2013

(5,655)

(5,655)

(5,655)

\u2013

\u2013

Lease liabilities

(6,650)

(7,369)

(2,267)

(2,253)

(2,849)

(7,762)

(8,847)

(2,081)

(2,081)

(4,685)

Total non-derivative financial liabilities

(62,035)

(62,789)

(57,980)

(2,253)

(2,849)

(48,019)

(49,290)

(42,524)

(2,081)

(4,685)

Derivative financial liabilities

(67)

(67)

(67)

\u2013

\u2013

(1,164)

(1,164)

(1,164)

\u2013

\u2013
", "dimensions": { "concept": "ifrs-full:DisclosureOfLiquidityRiskExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-906": { "value": "

Forecast transactions

The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of such forward exchange contracts is shown in the table below:

31 December 2025

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

980

\u2013

980

Total assets

\u2013

980

\u2013

980

Liabilities

Forward exchange contracts

\u2013

(67)

\u2013

(67)

Total liabilities

\u2013

(67)

\u2013

(67)

31 December 2024

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

42

\u2013

42

Total assets

\u2013

42

\u2013

42

Liabilities





Forward exchange contracts

\u2013

(1,164)

\u2013

(1,164)

Total liabilities

\u2013

(1,164)

\u2013

(1,164)

The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2025 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement. This is generally within twelve months of the end of the reporting period.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts, ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness during 2025 or 2024 in relation to the forward exchange contracts.

Estimation of fair values

The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.

They are classified according to the following fair value hierarchy:

  • Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived\u00a0from prices)
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2024: Handelsbanken and NatWest mid-market rates) at the statement of financial position date.

The maturity profile of the forward contracts as at 31 December is as follows:

2025

2024

Group and Company

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Sell USD

$71,566k

54,181

55,094

913

$67,100

52,467

51,345

(1,122)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueOfFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-907": { "value": "

Forecast transactions

The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of such forward exchange contracts is shown in the table below:

31 December 2025

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

980

\u2013

980

Total assets

\u2013

980

\u2013

980

Liabilities

Forward exchange contracts

\u2013

(67)

\u2013

(67)

Total liabilities

\u2013

(67)

\u2013

(67)

31 December 2024

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

42

\u2013

42

Total assets

\u2013

42

\u2013

42

Liabilities





Forward exchange contracts

\u2013

(1,164)

\u2013

(1,164)

Total liabilities

\u2013

(1,164)

\u2013

(1,164)

The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2025 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement. This is generally within twelve months of the end of the reporting period.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts, ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness during 2025 or 2024 in relation to the forward exchange contracts.

Estimation of fair values

The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.

They are classified according to the following fair value hierarchy:

  • Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived\u00a0from prices)
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2024: Handelsbanken and NatWest mid-market rates) at the statement of financial position date.

The maturity profile of the forward contracts as at 31 December is as follows:

2025

2024

Group and Company

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Sell USD

$71,566k

54,181

55,094

913

$67,100

52,467

51,345

(1,122)
", "dimensions": { "concept": "ifrs-full:DisclosureOfDerivativeFinancialInstrumentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-908": { "value": "

Forecast transactions

The Group and the Company classify their forward exchange contracts used to hedge forecast transactions as cash flow hedges. The fair value of such forward exchange contracts is shown in the table below:

31 December 2025

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

980

\u2013

980

Total assets

\u2013

980

\u2013

980

Liabilities

Forward exchange contracts

\u2013

(67)

\u2013

(67)

Total liabilities

\u2013

(67)

\u2013

(67)

31 December 2024

Level 1

\u00a3\u2019000

Level 2

\u00a3\u2019000

Level 3

\u00a3\u2019000

Total

\u00a3\u2019000

Assets





Forward exchange contracts

\u2013

42

\u2013

42

Total assets

\u2013

42

\u2013

42

Liabilities





Forward exchange contracts

\u2013

(1,164)

\u2013

(1,164)

Total liabilities

\u2013

(1,164)

\u2013

(1,164)

The hedged highly probable forecast transactions denominated in foreign currencies are expected to occur at various dates during the next twelve months. Gains and losses recognised in the hedging reserve in equity on forward foreign exchange contracts as of 31 December 2025 are recognised in the income statement in the period or periods during which the hedged forecast transaction affects the income statement. This is generally within twelve months of the end of the reporting period.

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. In hedges of forward exchange contracts, ineffectiveness mainly arises if the timing of the forecast transaction changes from what was originally estimated. There was no ineffectiveness during 2025 or 2024 in relation to the forward exchange contracts.

Estimation of fair values

The following summarises the major methods and assumptions used in estimating fair values of financial instruments reflected in the table above.

They are classified according to the following fair value hierarchy:

  • Level 1: quoted process (unadjusted) in active markets for identical assets or liabilities
  • Level 2: inputs other than quoted process included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (derived\u00a0from prices)
  • Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

Derivative financial instruments are valued using Handelsbanken and NatWest mid-market rates (2024: Handelsbanken and NatWest mid-market rates) at the statement of financial position date.

The maturity profile of the forward contracts as at 31 December is as follows:

2025

2024

Group and Company

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Foreign
currency
$\u2019000

Contract
value
\u00a3\u2019000

Transaction

fair value
\u00a3\u2019000

Contract
fair value
\u00a3\u2019000

Sell USD

$71,566k

54,181

55,094

913

$67,100

52,467

51,345

(1,122)
", "dimensions": { "concept": "ifrs-full:DisclosureOfFairValueMeasurementExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-927": { "value": "

Sensitivity analysis

In managing currency risks, the Group and Company aim to reduce the impact of short-term fluctuations on their earnings. Over the longer term, however, changes in foreign exchange would have an impact on earnings.

In respect of retranslation of monetary items, at 31 December 2025, it is estimated that an increase of one percentage point in the value of sterling against the US\u00a0dollar would decrease the Group\u2019s profit before tax by approximately \u00a3608k (2024: \u00a3555k) before forward exchange contracts and\u00a0\u00a317k\u00a0(2024: \u00a3140k) after forward exchange contracts are included. The effect of an increase of one percentage point against the euro is considered\u00a0marginal.

", "dimensions": { "concept": "ifrs-full:DisclosureOfEffectOfChangesInForeignExchangeRatesExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-928": { "value": "

Capital management

The Group\u2019s objectives when managing capital are to safeguard its ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders, and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Group can adjust the amount of dividends paid to shareholders, issue new shares or redeem existing ones or borrow funds from financial institutions.

The Group monitors capital on the basis of the following leverage ratio: net borrowings divided by EBITDA (as per bank facility agreement).

Loan covenants

Under the terms of its borrowing facilities, the Group is required to comply with the following financial covenants:

  • the ratio of net borrowings on the last day of the relevant period to earnings before interest, tax, depreciation and amortisation, share of profit/(loss)\u00a0from joint venture, equity-settled share-based payments and exceptional items (EBITDA) shall not exceed 3.50:1.00
  • the ratio of EBITDA to net finance charges in respect of the relevant period shall not be less than 4.00:1.00.

The Group has complied with its covenants throughout the financial year.

As at

31 December

2025
\u00a3\u2019000

As at

31 December

2024
\u00a3\u2019000

Net borrowings

31,529

24,068

EBITDA*

37,794

28,190


Net borrowings/EBITDA

0.83

0.85

Net finance charges

1,638

2,600

EBITDA/net finance charges

23.07

10.84

*\u00a0 For the purposes of this calculation EBITDA has been adjusted to reflect a full year of the newly acquired subsidiary OKC being part of the Group.

Net borrowings comprise current and non-current interest-bearing loans and borrowings of \u00a345,511k (2024: \u00a334,602k), as per note 19, and cash and cash equivalents of \u00a313,982k (2024: \u00a310,534k) as per note 17.

The definition of net finance charges for the purpose of calculating the ratio of EBITDA to net finance charges includes bank loan interest expensed of \u00a31,860k (2024: \u00a32,738k), less interest income of \u00a3222k (2024: \u00a3138k), that being gross interest of \u00a3350k (2024: \u00a3274k) less interest income from customers of \u00a3128k (2024: \u00a3136k).

Note

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Profit/(loss) for the year


25,820

(2,755)

Depreciation and amortisation

11,12,13

9,632

8,983

Finance costs

7

1,665

2,873

Share of profit from joint venture

10

(46)

(74)

Equity-settled share-based payments

25

1,674

1,077

Taxation

(1,897)

2,908

EBITDA before exceptional items


36,848

13,012

Add back exceptional items


946

15,178

EBITDA


37,794

28,190

The definition of finance costs when calculating EBITDA includes finance costs expensed of \u00a32,058k (2024: \u00a33,147k) less interest income of \u00a3393k (2024: \u00a3274k), as per note 7, and the income statement with the effect of a full year of OKC added on.

The Group\u2019s objective is to maintain leverage below the Board\u2019s appetite of 2.0. However, it is prepared to accept increases in this ratio at times of sizeable, capacity\u2011related, capital expenditure in order to support continued growth. Subject to short-term macroeconomic and geopolitical volatility, this is always expected to reduce quickly back below the Board\u2019s appetite, and to significantly lower levels, as capacity utilisation improves.

The bank covenant definition does not include the impact of IFRS 16 \u201cLeases\u201d, which would have moved the ratio from 0.83 to 1.30.

The Group defines its return on capital as operating profit before exceptional items divided by the average sum of its equity, net debt and other non\u2011current liabilities. This measure excludes acquired intangible assets and their amortisation costs. The Group also excludes significant capacity investments under construction until they enter production. In 2025, the return on capital was 13.9% (2024: 11.7%), mostly reflecting improved profitability in the year.

", "dimensions": { "concept": "ifrs-full:DisclosureOfObjectivesPoliciesAndProcessesForManagingCapitalExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-934": { "value": "\n\n
\n
\n \n

23. Commitments \u2013 Group

\n
\n\n
\n
\n \n
\n\n
\n

Group

Company

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Capital expenditure contracted for at the end of the reporting period
but not yet incurred is as follows:



Property, plant and equipment

5,712

1,737

5,283

103
\n
\n

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfCommitmentsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-935": { "value": " \n\n
\n
\n \n

24. Post-employment benefits

\n
\n\n
\n
\n \n

Defined benefit pension plan

The Company operates a UK registered trust-based pension scheme that provides defined benefits. In 2001, the Company closed the Defined Benefit Pension scheme (\u201cDB Scheme\u201d) to new members, while in 2005 the DB Scheme was closed to the future accrual of benefits, and all active members at that time transferred to a defined contribution scheme, substantially de-risking the Company\u2019s financial and accounting exposure to the DB\u00a0Scheme\u2019s obligations. Following legal advice in 2017 that the closure had not been completed with respect to the breaking of linkage with future increases in salary, amendments were made in 2018 and the linkage duly broken.

Pension benefits are linked to the members\u2019 final pensionable salaries and service at their retirement (or date of leaving if earlier). The Trustees are responsible for running the DB Scheme in accordance with the DB Scheme\u2019s Trust Deed and Rules, which set out their powers. The Trustees of the DB\u00a0Scheme are required to act in the best interests of the beneficiaries of the DB Scheme. There is a requirement that one-third of the Trustees are nominated by the members of the DB Scheme.

There are three categories of pension scheme members:

  • deferred members with salary linkage: current employees of the Company who have not consented to the break in their salary link
  • deferred members: former and current employees of the Company not yet in receipt of pension
  • pensioner members: in receipt of pension.

The defined benefit obligation is valued by projecting the best estimate of future benefit outgoings (allowing for future salary increases for deferred members with salary linkage, revaluation to retirement for deferred members and annual pension increases for all members) and then discounting to the statement of financial position date. The majority of benefits receive increases in line with inflation (subject to a cap of no more than 5% per annum). The valuation method is known as the Projected Unit Method. The approximate overall duration of the DB Scheme\u2019s defined benefit obligation as at 31 December 2025 was ten years (2024: ten years).

Future funding obligation

The Trustees are required to carry out an actuarial valuation every three years.

The last actuarial valuation of the DB Scheme was performed by the DB Scheme Actuary for the Trustees as at 5 April 2023. This valuation revealed a funding shortfall of \u00a32.87m.

In respect of the deficit in the DB Scheme as at 5 April 2023, the Company has agreed to pay \u00a3643,200 p.a. from 31 July 2024 for four years. In addition, the Company will pay \u00a3216,000 p.a. to cover administration expenses, Payment Protection Fund levies and premiums for death in service lump sums associated with the Scheme. The Company therefore currently expects to pay \u00a3859,200 to the Scheme during the calendar year beginning 1 January 2026.

Method and assumptions

The initial results of the valuation as at 5 April 2023 have been updated to 31 December 2025 by a qualified independent actuary.

The assumptions used were as follows:

As at

31 December 2025

As at

31 December 2024

Discount rate

5.60%

5.50%

RPI inflation

2.90%

3.10%

CPI inflation

2.50%

2.80%

Salary increases

2.50%

2.80%

Pension increases

\u2013 Post age 88 guaranteed minimum pension

2.20%

2.30%

\u2013 Non-guaranteed minimum pension

2.90%

3.00%

Revaluation of deferred pensions in excess of guaranteed minimum pension

2.50%

2.80%

Mortality (pre- and post-retirement)

100% S4PMA_M /

100% S4PFA_M

CMI_2024_M/F

[1.25%] (yob)

100% S4PMA_M /

100% S4PFA_M

CMI_2023_M/F

[1.25%] (yob)

Life expectancies (in years):

Year ended

31 December 2025

Year ended

31 December 2024

Males

Females

Males

Females

For an individual aged 65 in 2025

21.0

23.5

20.8

23.4

At age 65 for an individual aged 45 in 2025

22.3

24.9

22.1

24.9

Risks

Through the Scheme, the Company is exposed to a number of risks:

  • Asset volatility: the Scheme\u2019s defined benefit obligation is calculated using a discount rate set with reference to corporate bond yields; however, the Scheme invests significantly in equities and other growth assets. These assets are expected to outperform corporate bonds in the long term, but are subject to increased volatility and risk in the short term.
  • Changes in bond yields: a decrease in corporate bond yields would increase the Scheme\u2019s defined benefit obligation; however, this would be partially offset by an increase in the value of the Scheme\u2019s bond holdings.
  • Inflation risk: a significant proportion of the Scheme\u2019s defined benefit obligation is linked to inflation, therefore higher inflation will result in a higher defined benefit obligation (subject to the appropriate caps in place). The majority of the Scheme\u2019s assets are either unaffected by inflation, or are only loosely correlated with inflation, therefore an increase in inflation would also increase the deficit.
  • Life expectancy: if Scheme members live longer than expected, the Scheme\u2019s benefits will need to be paid for longer, increasing the Scheme\u2019s defined benefit obligation.

The Company is aware of the 2023 ruling in the Virgin Media vs NTL Pension Trustees case and subsequent Court of Appeal ruling published in July 2024. These ruled that certain amendments made to the NTL Pension Plan were invalid because they were not accompanied by the correct actuarial confirmation.

On 1 September 2025, the UK government published a list of amendments to the Pension Schemes Bill, which included changes to address issues arising from the Virgin Media ruling. These changes should mean that schemes are able to retrospectively certify historic benefits changes that met the relevant requirements at the time.

As a result, no allowance has been made for this ruling in these disclosures. The Trustees and Company manage risks in the Scheme through the following strategies:

  • Diversification: investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets.
  • Investment strategy: the Trustees are required to review their investment strategy on a regular basis.
  • Asset-liability matching (ALM): the Scheme invests in an ALM framework that aims to achieve long-term investment returns in line with the obligations under the Scheme. This is achieved through around 25% of assets being invested in liability-driven investment funds.

Change in assumption

Change in defined

benefit obligation

Discount rate

+0.5%/\u20130.5% p.a.

\u20135%/+5%

RPI inflation

+0.5%/\u20130.5% p.a.

+3%/\u20134%

Assumed life expectancy

+1 year

+3%

These calculations provide an approximate guide to the sensitivity of results and may not be as accurate as a full valuation carried out on these assumptions. Each assumption change is considered in isolation, which in practice is unlikely to occur, as changes in some of the assumptions are\u00a0correlated.

The assets of the Scheme are invested as follows:

Year ended

31 December 2025

Year ended

31 December 2024

Asset class

Market

value
\u00a3\u2019000

% of total

\u00a0Scheme
assets

Market

value
\u00a3\u2019000

% of total

Scheme
assets

Equities and other growth assets

1,861

8%

4,676

20%

Diversified credit funds

9,461

39%

9,158

40%

Liability-driven investments

6,281

27%

6,120

26%

Cash

5,356

23%

2,610

11%

Other

595

3%

602

3%

Total

23,554

100%

23,166

100%

Actual return on assets over the year

904

(296)

Note: All assets listed above have a quoted market price in an active market (except for the reserve for insured pensioners).

The amounts recognised in the statement of financial position are determined as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Market value of plan assets

23,554

23,166

Present value of Defined Benefit Pension Scheme obligation

(23,512)

(24,718)

Adjustment in respect of minimum funding requirement

(42)

\u2013

Deficit \u2013 recognised as a liability in the statement of financial position

\u2013

(1,552)

The movement in the defined benefit obligation over the year is as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Value of defined benefit obligation at the start of the year

24,718

26,464

Interest cost

1,322

1,190

Benefits paid

(1,375)

(1,205)

Actuarial (gains)/losses: experience differing from that assumed

(775)

562

Actuarial losses/(gains): changes in demographic assumptions

146

(130)

Actuarial gains: changes in financial assumptions

(524)

(2,163)

Value of defined benefit obligation at the end of the year

23,512

24,718

The movement in the value of the plan assets over the year is as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Market value of plan assets at the start of the year

23,166

23,808

Interest income

1,260

1,087

Actual return on plan assets

(356)

(1,383)

Employer contributions

859

859

Benefits paid

(1,375)

(1,205)

Market value of assets at the end of the year

23,554

23,166

The table below outlines where the Company\u2019s post-employment amounts and activity are included in the financial statements.

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Statement of financial position for:


\u2013 Defined Benefit Pension Scheme obligations

\u2013

(1,552)

Income statement charge for:



\u2013 Defined benefit pension interest cost

(62)

(103)

Actuarial gains recognised in other comprehensive income for:



\u2013 Defined Benefit Pension Scheme

755

348

Other pension schemes

On 1 January 2006 a separate stakeholder scheme was set up for those employees who were originally in the closed Defined Benefit Pension Scheme. In addition to the above, the Company created two further stakeholder schemes for future joiners. The contributions paid by the Company in 2025 were \u00a31,372k (2024: \u00a31,238k).

For certain non-UK based employees of the Company, the Company makes contributions into individual schemes. The contributions paid by the Company in 2025 were \u00a37k (2024: \u00a36k).

For USA-based employees, Zotefoams Inc operates a 401(k) plan. The contributions paid by Zotefoams Inc in 2025 were \u00a3299k (2024: \u00a3425k).

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfDefinedBenefitPlansExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-937": { "value": "\n\n
\n
\n \n

25. Share-based benefits

\n
\n\n
\n
\n \n

The Company has a share option scheme that entitles senior management personnel to purchase shares in the Company. Options are exercisable at a price equal to the lower of the mid-market price of the Company\u2019s shares the day before the option is granted or the average mid-market price for the three dealing days before the option is granted. The vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant, the options will expire. Depending on the circumstances, options are normally forfeited if the employee leaves the Company before the options vest.

In 2007, the Company introduced a Long-Term Incentive Plan (LTIP) scheme for senior management personnel. Shares are awarded in the Company and vest after three years to the extent that performance conditions are met. Dependent on the circumstances, awards are normally forfeited if the employee leaves the Company before the award vests. A new LTIP scheme was introduced in 2017, which operates in a similar way to the LTIP scheme introduced in 2007. No new awards are made under the 2007 scheme. Depending on the circumstances, options are normally forfeited if the employee leaves the Company before the options vest.

In 2007, the Company introduced a Deferred Bonus Share Plan (DBSP). Under the terms of this plan, executive bonuses with a value equivalent to over 40% of eligible salary were held as deferred shares for three years. In 2014, the Remuneration Committee amended the DBSP for bonuses awarded since 2014, such that 25% of executive bonuses are held as deferred shares for three years with no minimum value. Depending on the circumstances, awards are normally forfeited if the employee leaves the Company before the award vests. A new Deferred Bonus Share Plan scheme was introduced in 2017, which operates in a similar way to the old DBSP introduced in 2007, as amended in 2014. No new awards are made under the 2007 DBSP. Depending on the circumstances, awards are normally forfeited if the employee leaves the Company before the award vests.

Details of the vesting conditions for the share, share option and LTIP awards are given in the Directors\u2019 Remuneration report.

Movements in share options during the year are as follows:

The options outstanding at 31 December 2025 have an exercise price between 236.8p and 432.5p and a weighted contractual life of eight years (2024: eight years).

There were no cancellations or modifications to the awards in 2025 or 2024.

The fair value received in return for share options granted is measured by reference to the fair value of share options granted using a Black-Scholes-Merton model. The contractual life of the option (ten years) is used as an input into this model. No allowance is made for early leavers.

Movements in HMRC awards are as follows:

2025

2024

Number

of share
options

Weighted

average

exercise

price (p)

Number

of share
options

Weighted

average

exercise

price (p)

Outstanding at the beginning of the year

102,037

351

127,415

345

Exercised during the year

(15,406)

324

(17,265)

359

Granted during the year

78,354

327

9,537

419

Forfeited during the year

(14,304)

348

(17,650)

340

Outstanding at the end of the year

150,681

342

102,037

351

Exercisable at the end of the year

64,826

343

59,035

345

Movements in LTIP awards during the year are as follows:

2025

2024

Number

of share
options

Weighted

average

exercise

price (p)

Number

of share
options

Weighted

average

exercise

price (p)

Outstanding at the beginning of the year

1,296,632

\u2013

1,181,012

\u2013

Exercised during the year

(180,522)

\u2013

(68,437)

\u2013

Granted during the year

656,217

\u2013

418,894

\u2013

Dividend on granted

9,974

\u2013

\u2013

\u2013

Forfeited during the year

(83,317)

\u2013

(234,837)

\u2013

Failed to vest

(88,993)

\u2013

\u2013

\u2013

Outstanding at the end of the year

1,609,991

\u2013

1,296,632

\u2013

Exercisable at the end of the year

317,014

\u2013

147,734

\u2013

Movement in Deferred Bonus Share Plan awards during the year are as follows:

2025

2024

Number

of share
options

Weighted

average

exercise

price (p)

Number

of share
options

Weighted

average

exercise

price (p)

Outstanding at the beginning of the year

139,980

\u2013

77,510

\u2013

Exercised during the year

(12,726)

\u2013

(12,870)

\u2013

Granted during the year

111,636

\u2013

75,340

\u2013

Dividend on granted

533

\u2013

\u2013

\u2013

Outstanding at the end of the year

239,423

\u2013

139,980

\u2013

Exercisable at the end of the year

\u2013

\u2013

\u2013

\u2013

Fair value of share options and assumptions

The expected volatility is based on historic volatility for a three-year period prior to the award.

18-Apr-23

8-Apr-24

8-Apr-25

Share price (p)

394.0

419.3

327.3

Exercise price (p)

394.0

359.1

324.5

Expected volatility

39%

46%

46%

Option life

Three years

Three years

Three years

Expected dividends (p) (assumed to be increasing at 2.5% p.a.)

7.1

7.5

7.8

Risk-free interest rate (based on national government bonds)

3.75%

3.75%

3.75%

Fair value at grant date (p)

106.0

80.6

102.3

The Company\u2019s employee share option awards are granted under a service condition and a performance condition. There are no market conditions associated with the share options. The LTIP awards are granted under a service condition and a performance condition, part of which is a market condition. The Deferred Bonus Share Plan awards are granted under a service condition.

The amounts recognised in the income statement for equity-settled share-based payments are as follows:

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Within administrative expenses

\u2013 share-based payment charge

1,328

1,077

\u2013 related National Insurance

346

105

Of the above, amounts relating to Directors of Zotefoams plc aggregate to \u00a31,028k (2024: \u00a3966k).

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfSharebasedPaymentArrangementsExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-938": { "value": "\n\n
\n
\n \n

26. Related parties

\n
\n\n
\n
\n \n

Directors

The Directors of the Company as at 31 December 2025 and their immediate relatives control approximately 1.17% (2024: 0.92%) of the voting shares of the Company. Details of Directors\u2019 pay and remuneration are given in the Directors\u2019 Remuneration report. Executive Directors are considered to be the only key management personnel. Details of compensation paid to key management personnel are included in note 6.

Subsidiaries and joint venture

Details of the joint venture and subsidiaries of the Company are set out in notes 10 and 14. These companies are considered to be related parties.

The following material transactions were carried out with related parties:

2025
\u00a3\u2019000

2024
\u00a3\u2019000

Sale of goods: subsidiaries of the Company

5,983

3,954

Sale of services: subsidiaries of the Company

2,531

3,528

Loans repaid by subsidiaries of the Company

5,206

1,795

Loans granted to subsidiaries of the Company

25,014

3,884

Interest income: subsidiaries of the Company

1,028

1,372

Sale of goods: joint venture of the Company

2,178

3,514

Sale of services: joint venture of the Company

423

558

Balances between the Company and its active subsidiaries and joint venture are as follows:

Receivable from/(payable to)

Investment in

2025

\u00a3\u2019000

2024

\u00a3\u2019000

2025

\u00a3\u2019000

2024

\u00a3\u2019000

Zotefoams Inc

23,907

20,249

\u2013

\u2013

Azote Asia Limited

587

1,257

\u2013

-

MuCell Extrusion LLC

109

\u2013

\u2013

-

Zotefoams International Limited

31,724

12,983

30,822

30,822

Zotefoams Operations Limited

17

(18)

\u2013

\u2013

Zotefoams T-Fit Material Technology (Kunshan) Limited

181

796

\u2013

\u2013

Zotefoams Poland Sp. z o.o.

2,975

1,828

\u2013

\u2013

Zotefoams France SAS

(141)

(107)

\u2013

\u2013

T-FIT Insulation Solutions India Private Limited

7

\u2013

\u2013

\u2013

\n\n
\n ", "dimensions": { "concept": "ifrs-full:DisclosureOfRelatedPartyExplanatory", "language": "en", "entity": "scheme:213800B6P256B5XN8D32", "period": "2025-01-01T00:00:00/2026-01-01T00:00:00" } }, "ixv-940": { "value": "\n\n
\n
\n \n

27. Accounting estimates and judgements for the Group and Company

\n
\n\n
\n
\n \n

In the application of the Group\u2019s accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other facts that are considered relevant. Actual amounts may differ from these estimates.

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events\u00a0that are believed to be reasonable under the circumstances.

Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date that have a significant risk\u00a0of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are disclosed below.

i) Estimated impairment of goodwill and intangibles

The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in note 2.11.

The determination of impairment in the carrying value of goodwill and intangible assets requires judgements to be made by the Directors. These assets are assessed on an ongoing basis to determine whether circumstances exist that could lead to the conclusion that the carrying value of such assets is not supportable.

ii) Pension assumptions

The present value of the defined benefit pension obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. Any changes in these assumptions will impact the carrying amount of pension obligations. The Company engages an independent actuary to perform the valuation and assist in determining appropriate assumptions at the end of each year. The valuation is prepared by an independent qualified actuary, but\u00a0significant judgements are required in relation to the assumptions for pension increases, inflation, the discount rate applied, investment returns and member longevity, all of which underpin the valuations. Note 24 contains information about the assumptions relating to retirement benefit obligations.

iii) General provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. When the Group expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when\u00a0the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit or loss, net of any reimbursement.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

iv) Leases estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group \"would have to pay\", which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary\u2019s functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity\u2011specific estimates (such as the subsidiary\u2019s stand-alone credit rating).

v) Share-based payments

Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model, including the expected life of the share option or appreciation right, volatility and dividend yield, and making assumptions about them. The Group uses the Black\u2011Scholes-Merton model to estimate the fair value of instruments. The Black\u2011Scholes-Merton formula has been adjusted to take account of certain characteristics of share options, such as the probability of vesting and meeting the performance conditions of LTIPs. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in note 25.

vi) Shincell licence

The Shincell licence has been capitalised as a right-of-use asset and a judgement been made as to its useful life, which was assessed to be ten years based on the expected period during which the technology will provide incremental value. An impairment assessment is made every year to assess the recoverability of the value of the asset based on future five-year plans and, as such, involves uncertainty in the calculations. A judgement was made that the Shincell licence should be capitalised as a right-of-use asset and future payments treated as a lease liability under IFRS 16.

vii) OKC group acquisition

Assumptions were made in the valuation of the assets acquired with the purchase of the OKC Group. Land and buildings were adjusted to a market value of \u20ac4,600k based on a third party valuation. An estimate was made to calculate the value of inventory acquired as it would be valued at a distributor's margin and a provision made based on stock that had not moved for over a year.

As part of the acquisition the Group recognised identifiable intangible assets as follows:

Economic life
Years

Value
\u00a3'000

Product trade names

10

2,134

Corporate name

2

227

Recycling know-how

5

1,153

Order backlog

1

299

Customer relationships

10

9,855

13,668

These assets were measured at fair value at the acquisition date in accordance with IFRS 3 \"Business Combinations\". The valuation of each asset category was performed using commonly applied income\u2011based valuation techniques, reflecting the expected future economic benefits attributable to each asset.

Product trade names

The product trade names were valued using the relief\u2011from\u2011royalty method. This approach estimates the value of the trade names by reference to the hypothetical royalties that the Group would otherwise be required to pay if the trade names were licensed from a third party. Key assumptions included:

  • the forecast level of revenue expected to be generated under the trade names
  • an appropriate notional royalty rate benchmarked to comparable market transactions
  • the discount rate applied to future cash flows of 13.7%
  • a useful life of ten years based on product cycles and management plans for the trade names going forward.

Corporate name

The corporate name was valued using the relief\u2011from\u2011royalty method. This approach estimates the value of the name by reference to the hypothetical royalties that the Group would otherwise be required to pay if the name was licensed from a third party. Key assumptions included:

  • the forecast level of revenue expected to be generated under the name
  • an appropriate notional royalty rate benchmarked to comparable market transactions
  • the discount rate applied to future cash flows of 13.2%
  • a useful life of two years based on management plans for the corporate name going forward.

Recycling know\u2011how

The know\u2011how intangible asset was valued using the with\u2011or\u2011without method, an income\u2011based approach that measures the economic benefit derived from the proprietary technical knowledge, processes and workflows acquired. This methodology estimates the incremental cash flows that the business is expected to generate with access to the acquired know\u2011how compared with the cash flows that would reasonably be expected without it.

The valuation reflects:

  • the projected cost savings, productivity enhancements and operational efficiencies attributable to the know\u2011how
  • the estimated period over which these benefits are expected to be realised
  • assumptions regarding the level of disruption, additional costs or reduced output that would arise in a hypothetical \u201cwithout\u201d scenario
  • contributory asset charges for supporting assets involved in generating the benefits
  • a discount rate of 14.2% consistent with the risk characteristics of know\u2011how\u2011related cash flows
  • a useful life of five years reflecting the period over which this know-how will provide benefits going forward.

The resulting fair value represents the present value of the economic benefits expected to arise exclusively due to possession of the acquired know\u2011how.

Order backlog

Order backlog was valued using a multi\u2011period excess earnings method based on the expected revenues and margins from the confirmed order book at the acquisition date. Assumptions applied included:

  • the contracted revenue pipeline and expected conversion profile
  • forecast gross margins
  • fulfilment costs over the backlog period
  • a discount rate of 12.7% that reflects the short\u2011term nature and lower risk of contracted cash flows
  • a useful life of one year reflecting the expectation that all associated orders will have been fulfilled within a year.

Customer relationships

Customer relationships were valued using the multi\u2011period excess earnings method, representing the cash flows generated from established customer relationships after deducting contributory asset charges. Key valuation assumptions included:

  • projected customer revenues based on historical retention and purchasing behaviour
  • customer attrition rates derived from historical churn analysis
  • forecast gross margins
  • contributory asset charges, including returns on working capital and other supporting assets
  • a discount rate of 14.2% reflecting the risk profile of customer\u2011related earnings
  • a useful economic life of ten years based on the period up to which incremental earnings add less than 4% of cumulative earnings up to that point.

Discount rate and other assumptions

The discount rates used across the valuations were derived from the Group\u2019s weighted average cost of capital, adjusted for the specific risks associated with each intangible asset category. Forecasts used in the valuations were based on management\u2019s approved business plans and industry\u2011specific assumptions consistent with those applied in other long\u2011term planning processes.

viii) Contingent consideration

\u20ac1.5m of the total \u20ac36m payable to acquire the OKC Group was in the form of contingent consideration. The contingent consideration is to be paid in 2027 subject to OKC achieving 2026 EBITDA greater than \u20ac5.5m pro-rated from \u20ac5.0m, with no payment if the EBITDA is below \u20ac5.0m. This must be paid within 30 days of the 2026 OKC audit completion. As at the acquisition date, the fair value of the contingent consideration was estimated to be \u00a31,324k (\u20ac1,500k). There is uncertainty over what the EBITDA for OKC will be in 2026, so an estimate was made. Management believe there is a high probability of the target being met based on past performance and the projected five-year plan and so have recognised 100% of the contingent consideration as a liability.

Key judgements

i) Unrecognised deferred tax assets

The Group has tax losses carried forward in the USA and Poland.

At year-end exchange rates the USA has losses carried forward with a value of \u00a33,429k, of which \u00a31,470k has been recognised as a deferred tax asset. The remaining \u00a31,959k has not been recognised as there is uncertainty over whether the associated impairment costs can be recognised as tax deductible.

At year-end exchange rates Poland has tax relief carried forward of \u00a34,793k of which \u00a33,712k has been recognised as a deferred tax asset. The remaining \u00a31,081k has not been recognised as its utilisation is expected more than five years in the future and there is not sufficient certainty that profits will be made over this longer time scale to justify recognising an asset.

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28. Events after the reporting period

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On 1 January 2026 the Group undertook an internal restructuring to hive down the UK operations from the parent company Zotefoams plc to a subsidiary company, Zotefoams U.K. Limited. The external debt, intercompany loans, Shincell licence and corporate head office remained in Zotefoams plc along with the central corporate costs, while all other business and assets were transferred to Zotefoams U.K. Limited, creating an intercompany loan receivable from Zotefoams U.K. Limited in the process. This transaction has no effect on the Group accounts or the operation of the business. As the Group embarks on its next stage of growth, this organisational structure of a holding company and operational company subsidiaries has been determined to be the most appropriate to manage the business going forward.

On 23 January 2026 a refinancing of borrowings took place. The entire balance was repaid and a new loan taken out for the same amount with a consortium, evenly split between three banks, HSBC, NatWest and Handelsbanken. The new loan has a larger facility of \u00a390.0m plus a \u00a330.0m accordion. The facility is valid for three years and can be extended to four years in 2026 and five years in 2027.

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