Interim report
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RNS Number : 5718TGamma Communications PLC07 September 2026 7 September 2026 Gamma Communications plcUnaudited results for the six months ended 30 June 2026 Robust first half performance, with strong German growth and high cash conversion. Gamma Communications plc ("Gamma" or "the Group" or "the Company"), a leading European provider ofbusiness-critical communications technology, today announces its unaudited results for the six months ended 30June 2026. Six months ended 30 June 2026 2025 Change (%) Revenue £330.0m £316.6m 4% Gross Profit £178.1m £172.0m 4% Gross Margin 54% 54% Adjusted EBITDA1 £72.5m £70.9m 2% Profit before tax ("PBT") £50.1m £43.5m 15% Adjusted PBT1 £59.2m £61.0m (3%) Earnings Per Share ("EPS") (fully diluted) 40.2p 34.1p 18% Adjusted EPS (fully diluted)1 47.7p 47.9p (0%) Adjusted cash generated by operations1 £70.3m £63.7m 10% Adjusted cash conversion1 97% 90% Net debt1 (£3.8m) (£21.6m) Key highlights Growth across key financial performance metrics · · Recurring revenue2 remains high at 90% (H1 2025: 90%). · Return on capital employed ("ROCE")1 was healthy at 30% (2025: 28%). · Gross profit up 4% (flat on an organic basis); Adjusted EBITDA increased by 2%. • Germany SME increased gross profit by 30% to £44.8m (H1 2025: £34.4m) with 11% organic growth1. Strong demand for cloud communications solutions continued to accelerate in both our channel and digital direct businesses. • UK SME gross profit declined by 7% to £69.3m (H1 2025: £74.3m3) reflecting ongoing market headwinds and continuing pricing pressure, as well as some non-recurring credits in H1 2025. Absolute gross profit was consistent with H2 2025. The year-on-year decline was despite strong volume growth in cloud and connectivity propositions, with sustained demand for "Webex for Gamma", "PhoneLine+" and full fibre connectivity ("FTTP"). Gross profit from PSTN related products was consistent with H1 2025, due to price rises and lower than expected churn. • Service Provider increased gross profit by 6% to £23.1m (H1 2025: £21.7m3), driven by increased traffic volume in the UK. Our partnerships with major global technology vendors continued to expand with new contracts to carry European and UK voice traffic. The APAC expansion continued to progress well, with local customers now established in Australia and Singapore, and the licence obtained in the Philippines. • Enterprise gross profit declined by 2% to £31.5m (H1 2025: £32.3m3) due to the expected annualised impact of 2025 ethernet pricing pressure. These pressures were partly offset by equipment sales in the period resulting in 1% gross profit growth since H2 2025. There were significant wins and notable contract extensions across key markets, including pan-European customers, and continued momentum in the UK. · Adjusted PBT was down 3% driven by higher depreciation and amortisation (excluding business combinations) and lower interest income. Adjusted EPS (fully diluted) was flat (0%) with decline in Group results were underpinned by strong growth in our German businesses and improved momentum in Service Provider, and were delivered despite the continued challenging UK SME macroeconomic backdrop.
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Adjusted PBT offset by a lower share count following our buyback activity. Strong balance sheet · Underlying cashflow remains healthy with adjusted cash generated by operations increasing 10% to £70.3m (H1 2025: £63.7m) and adjusted cash conversion of 97% (H1 2025: 90%). Net debt as at 30 June 2026 was £3.8m (31 December 2025: £9.3m). The Group has deleveraged rapidly since its £152.2m acquisition of Starface in February 2025 while also completing share buybacks of £45.1m in H1 2025 and £21.1m as at the end of June 2026. A payment of £13.4m for the 2025 final dividend was also made in the period. Progress delivering strategic priorities · Cisco's "Webex for Gamma" will be available shortly across all of Gamma's markets - the UK, Germany, Spain and the Netherlands - supported by our Cisco top-tier Preferred Partner status. The number of "Webex for Gamma" seats has now grown to c.90k (31 December 2025: 56k), representing one of the largest installed bases of Webex Calling Wholesale seats globally. · Continued focus on operational efficiency and disciplined cost management. · Adoption of AI solutions accelerated across our portfolio, with AI-enabled capabilities improving customer service, security and data use for customers and partners. This included integrating leading hyperscaler capabilities and targeted standalone products. Recommended cash offer On 1 September 2026, a recommended cash offer from Epiris (Bradbury Bidco Ltd) for the entire issued and to beissued ordinary share capital of Gamma was announced. The Gamma Board, having carefully considered Epiris' offer with its advisers, took into account Gamma's market valuation before the Offer Period, its strengths and prospects as an independent listed company, the risks associated with delivering its standalone strategy, the value and certainty of the all-cash offer, the outcome of discussions following inbound interest, and Epiris' intentions for Gamma and its stakeholders. These include increased investment and a renewed strategic focus on innovation and AI to accelerate growth, strengthen Gamma's competitive position and unlock its long-term potential. The Board concluded that the Acquisition provides Gamma Shareholders with an opportunity to realise their investment in cash at a value which may not otherwise be achievable in the foreseeable future and with certainty, and represents a superior outcome to pursuing Gamma's standalone strategy. Capital Returns As a result of the announcement of the proposed acquisition of the Group, the Group does not intend to declare orpay any further dividends prior to the effective date. The share buyback programme announced on 13 January2026 is currently suspended, as the current share price is not within certain pre-set parameters agreed withInvestec Bank plc, which was appointed to manage the share buyback programme. Notes: 1. See section "Alternative Performance Measures" 2. Recurring revenue being revenue which is recognised "over time" as per note 3 to the interim financial statements. 3. Cost recharges between the Group's operating segments have been revised during the period with comparatives restated, see note 3. Enquiries: Gamma Communications plc Andrew Belshaw, Chief Executive Officer Damien Maltarp, Chief Financial Officer Rachael Matzopoulos, Company Secretary Tel: +44 (0)333 006 5972 Investec (Joint Broker) Patrick Robb / Virginia Bull Tel: +44 (0)207 597 5970 Peel Hunt (Joint Broker) Neil Patel / Alice Lane / Benjamin Cryer Tel: +44 (0)207 418 8900 Teneo (Financial PR Adviser) James Macey White / Daniel Rowland Tel: +44 (0)207 260 2700 About Gamma Gamma is a leading European provider of business-critical communications technology. Our extensive channel partner network connects majortechnology vendors with hundreds of thousands of SMEs, and we deal directly with large corporates and the public sector. Gamma combinesits proprietary solutions with leading third-party cloud platforms, its own telecoms network and a high quality of service, to help customerscommunicate and collaborate more effectively. Our broad and expanding portfolio - including cloud communications software (telephony, messaging, video, AI-driven customer experience),calling and network connectivity (including security) - enables customers of any size to deploy end-to-end communications and IT solutions viaa single provider. In mainland Europe, Gamma has its largest presence in Germany, delivering services to SMEs through both partners and its own self-servicedigital platform, and is recognised as one of the country's leading cloud communications providers. Gamma Business serves UK SMEs via an extensive network of over 1,500 channel partners and its Service Provider business providesinternational calling capabilities for global communications platform and service providers.
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For larger corporate and public sector organisations, Gamma Enterprise engages directly to design and support complex, integratedcommunications solutions. With over 2,000 employees, Gamma is a FTSE 250 company listed on the London Stock Exchange (ticker: GAMA). More information can befound at: gammagroup.co Cautionary Statement This Interim Management Report (IMR) has been prepared solely to provide additional information to shareholders to assess the Group'sstrategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose. Certain statements in this results announcement for the six months ended 30 June 2026 are forward-looking. Although Gamma believes thatthe expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove tohave been correct. Because these statements contain risks and uncertainties, actual results may differ materially from those expressed orimplied by these forward-looking statements. We undertake no obligation to update any forward-looking statements whether as a result of newinformation, future events or otherwise. Management and Financial Overview Gamma delivered a robust first half performance. The Group again demonstrated the resilience of our business model, and the benefits of our increasing geographic and product diversification. This was achieved despite ongoing uncertainty in the UK economic environment and reflects the Group's disciplined approach to operational efficiency and execution. Germany delivered strong growth as demand for cloud communications solutions accelerated across both our channel and digital direct businesses. Service Provider continued to expand internationally, including across APAC, and through partnerships with leading global technology providers. Enterprise saw significant contract wins across continental Europe and the UK, as well as notable contract extensions. UK SME continued to experience challenging market conditions and pricing pressure, although demand for cloud and connectivity solutions remained strong and PSTN churn was lower than expected. While UK SME gross profit declined on a year-on- year basis, it was consistent with H2 2025. The Group's balance sheet remains strong, with minimal leverage, and is underpinned by high levels of recurring revenue and 97% cash conversion. During the period, we returned cash to shareholders while maintaining investment in new product development. Revenue increased by 4% to £330.0m (H1 2025: £316.6m) and gross profit by 4% to £178.1m (H1 2025: £172.0m). This growth was driven by our German business, where revenue grew by 21% and gross profit grew 30%, reflecting the continued acceleration in cloud communication solutions and the benefit from the full period contribution of Starface (acquired mid-February 2025). Our UK performance was resilient despite the challenging UK business environment. UK SME revenue was flat but gross profit declined by 7% reflecting ongoing market headwinds and pricing pressure, as well as some non-recurring credits in H1 2025. This was despite strong volume growth in cloud and connectivity propositions. Enterprise revenue and gross profit declined 2% due to the expected annualised impact of 2025 ethernet pricing pressures. Service Provider grew revenue by 7% and gross profit by 6% driven by increased volume traffic in the UK and European expansion. On an organic basis, Group revenue grew 2%, with gross profit flat. Adjusted EBITDA grew by 2% from £70.9m to £72.5m. It grew at a lower rate than gross profit due to a limited amount of additional central costs in the period. It declined 1% on an organic basis. Adjusted PBT decreased by 3% from £61.0m to £59.2m. This reflects a £1.7m increase in depreciation and amortisation (excluding business combinations) and a £1.7m reduction in interest income due to lower levels of cash holdings following the Starface acquisition in 2025. Profit before tax increased by 15% from £43.5m to £50.1m primarily because no exceptional items (H1 2025: £7.3m) were incurred in the period. Adjusted EPS (fully diluted) was broadly unchanged at 47.7p (H1 2025: 47.9p). This reflects the Adjusted PBT decline as above, offset by a 3% benefit from the reduced share count following the share buybacks in 2026 and 2025. EPS (fully diluted) increased by 18% from 34.1p to 40.2p, reflecting the increase in profit before tax of 15% supplemented by the 3% benefit from share buybacks. Our portfolio and approach to market Gamma provides essential business communications technology across Western Europe, helping organisations of all sizes to connect and collaborate effectively. Our portfolio supports businesses as they modernise their communications infrastructure, from cloud communications for SMEs to secure, complex networking solutions for larger enterprises, providing reliable, flexible platforms for today's digital environment.
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Our solutions cover three core categories: · Calling: Our telecoms network enables businesses to make and receive external voice phonecalls, including the ability to voice-enable third-party collaboration platforms such as Zoom andMicrosoft Teams. For businesses with international operations, Gamma operates as a globalservice provider, supplying phone numbers in 28 countries to support reliable, compliant globalcalling.· Cloud Communications: Cloud communication solutions bring voice calling, video,messaging and customer contact tools together in one easy-to-use platform, accessible fromanywhere. We provide our own technology (such as PhoneLine+ and Starface) for the SMEmarket as well as leading enterprise platforms from partners like Cisco, Ericsson-LG andAmazon.· Connectivity: Modern voice and cloud services depend on strong, secure data connections.Through partnerships with major network operators, we deliver the broadband, ethernet andmobile access that businesses rely on. Business Unit Performance Business unit share of Group gross profit In 2026, the Gamma Business segment has been changed to report in two separate segments: UK SME andService Provider. Certain costs previously recognised within UK SME and Central functions have been reallocatedto the remaining segments. We have restated comparative values for revenue, gross profit and operatingexpenses. All restated amounts are indicated with an *. An analysis of Germany SME and UK SME gross profit by product is included in the supplementary information. Germany SME Germany, accounting for 25% (H1 2025: 20%) of Group gross profit, serves c.80,000 SME customers with acomprehensive portfolio of cloud communications platforms, on-premise calling, connectivity and IoT products.These solutions are delivered through multiple routes to market, including a network of c.4,500 partners and ourdigital channel in Placetel. Six monthsended 30June 2026 Six monthsended 30June 2025 Change (%) £m £m Revenue 59.2 49.1 21% Gross Profit 44.8 34.4 30% Gross Margin 75.7% 70.1% Germany delivered material growth, with gross profit increasing by 30%, reflecting both strong underlyingperformance and the full period contribution from Starface compared with the prior period (acquired in mid-February 2025). Gross margin also increased, supported by the contribution from Starface, which generateshigher margins than the legacy German business, as it does not incur significant third-party licensing costs for itsproducts and currently does not sell mobile through its channels which is at a lower margin. Organic gross profit grew by 11% on a constant currency basis. Within this, organic cloud gross profit increased by16%, driven by continued strong growth in cloud services across both our digital and channel businesses asGerman companies continue to migrate from on-premise, licence-based systems to modern, subscription-based
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communications platforms. As expected, licence revenue therefore declined slightly, 4% on an organic basis in theperiod. Starface integration continued to progress well. A single sales organisation for the German channel was establishedand is operating effectively. This integrated commercial approach is creating new cross-selling and upsellingopportunities, and enables partners to address a broader range of customer communication needs. A unifiedchannel customer care function is also in place, driving further improvements in service quality for partners. Placetel AI, a new product launched in 2026, saw growing adoption, with traffic volumes increasing significantly asadoption accelerates. UK SME UK SME, accounting for 39% (H1 2025: 43%) of Group gross profit, sells a broad range of Calling, CloudCommunications and Connectivity products that support small UK businesses through our channel partnernetwork. End customers typically have fewer than 250 employees. Six monthsended 30June 2026 Six monthsended 30June 2025* Change (%) £m £m Revenue 141.7 141.0 0% Gross Profit 69.3 74.3 (7%) Gross Margin 48.9% 52.7% UK SME gross profit declined by 7% to £69.3m (H1 2025: £74.3m) although gross profit was consistent with H2 2025.Demand for cloud and connectivity solutions remained strong, with continued growth in Webex for Gamma,PhoneLine+ and full fibre connectivity ("FTTP") volumes. However, competitive market conditions continued togenerate pricing pressure, with new customers typically being won on lower-margin solutions and renewals won atlower-margins, which more than offset volume growth. In addition, H1 2025 benefitted from some non-recurringcredits. As previously highlighted, the Group faces an expected one-off headwind ahead of the PSTN switch-off on 31 January2027. In H1 2026, line churn was lower than expected and we also saw the benefit of price increases. As a result,PSTN gross profit was flat year on year. The launch of FibreXchange strengthened our connectivity proposition by giving partners a simpler way to sourcefibre connectivity from multiple suppliers. With around 1,500 partners already using Gamma's portal, we have aready-made route to support customers through the copper-to-fibre migration. Calling gross profit decreased due to the continued rationalisation of our legacy SIP PBX customer base (on-premisephone system), which resulted in lower usage volumes and reduced margins. Gamma's Webex proposition has continued to gain traction in the UK, with the user base reaching c.35k since launchin Q4 2025. We launched GammaPlus into the UK Channel, which enables us to rapidly onboard a range of additionalproducts and services to up- and cross-sell. The expanded portfolio includes AI concierge (an AI virtual assistant toanswer routine calls and enquiries, improving CX), Webex CRM integration, Webex call analytics and reporting,and cybersecurity capabilities. Service Provider Service Provider, accounting for 13% (H1 2025 13%) of Group gross profit, provides Calling products (regulatedvoice, numbering, porting and SMS services) in 28 countries for large, global communications platform providers,network operators and Mobile Virtual Network Operators ("MVNOs") who do not have their own telephonenetworks. Six monthsended 30June 2026 Six monthsended 30June 2025* Change (%) £m £m Revenue 48.2 45.0 7% Gross Profit 23.1 21.7 6% Gross Margin 47.9% 48.2% Service Provider gross profit increased by 6% to £23.1m (H1 2025: £21.7m), driven by higher voice traffic volumesin its core UK market. Performance benefited from continued growth in partnerships with major global technologyvendors, including contracts to carry European and UK voice. These contracts reinforce the confidence that largerproviders place in Gamma's reliability, scale, operational delivery and quality of service. International expansion in the APAC region progressed well, with Australia, New Zealand and Singapore now fullyoperational. Initial sales were generated in Australia. Licensing was obtained in the Philippines. Enterprise Enterprise sells cloud communications platforms (including contact centre solutions), connectivity, mobile, securityand complex managed networks to mainly large corporate and public sector organisations. It accounted for 18%(H1 2025: 19%) of Group gross profit. Six monthsended 30 Six monthsended 30 Change (%)
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June 2026 June 2025* £m £m Revenue 65.5 66.5 (2%) Gross Profit 31.5 32.3 (2%) Gross Margin 48.1% 48.6% Enterprise gross profit declined by 2% to £31.5m (H1 2025: £32.3m) and increased 1% on H2 2025. The year-on-year decline primarily reflected the expected full-year impact of pricing pressure on ethernet connectivity contractsrenewed during 2025, partially offset by the roll out of some of our key wins made late last year as previouslyhighlighted. Enterprise's pan-European capabilities remain an important differentiator, enabling the delivery of multi-countrysolutions for large corporate customers and supporting success in larger and more complex opportunities. Thisresulted in a number of significant customer wins and contract extensions across key markets, including Europeancontracts with German fintech company N26 for customer experience, and David Lloyd to extend its managednetwork across Germany, Spain and the Benelux region. In the UK, the business secured new opportunitiesincluding an AI-led customer experience solution for JD Sports and a cloud contact centre deployment for theStudent Loans Company, alongside notable contract extensions with Central England Co-op and the RAC. Financial Review Operating expenses Operating expenses declined from £127.6m in H1 2025 to £126.1m. This is broken down as follows: Six monthsended 30June 2026 Six monthsended 30June 2025* Change (%) £m £m Operating expenses excluding research and developmentcosts, depreciation and amortisation and exceptional items: 96.6 90.4 7% -- Germany SME 31.3 24.4 28% -- UK SME, Service provider and Enterprise 54.5 57.3 (5%)-- Other Europe SME 6.7 6.8 (1%)-- Central 4.1 1.9 116%Research and development costs 9.0 10.1 (11%)Depreciation & amortisation (excluding businesscombinations) 11.9 10.2 17% Amortisation of intangibles arising due to businesscombinations 8.6 9.6 (10%) Exceptional items - 7.3 n/m Total operating expenses 126.1 127.6 (1%) Operating expenses excluding research and development costs, depreciation and amortisation and exceptional itemsincreased by 7% (compared to gross profit growth of 4%) comprising the following: · German SME operating expenses increased by £6.9m (28%) to £31.3m (H1 2025: £24.4m),primarily reflecting the full period of ownership of Starface (acquired in mid-February 2025). Thiscompares to gross profit growth of £10.4m (30%). On an organic constant currency basis,operating expenses increased by 8%, reflecting continued investment in growth initiatives, including sales and marketing activities, which supported organic constant currency gross profitgrowth of 11%. · UK SME, Service provider and Enterprise operating expenses cumulatively decreased by £2.8m (5%), despite inflationary pressure and continued investment in a number of growth initiatives,including the expansion of Service Provider into APAC and the delivery of significant Enterprisecontracts secured in late 2025 and during the period. This reduction was ahead of the 3%aggregate gross profit decline, reflecting improved operating efficiency across these businesses.The improvement was driven by specific actions taken during the half, together with theexecution of the 2025 restructuring programme. · Central costs increased by £2.2m to £4.1m (H1 2025: £1.9m), primarily as the prior periodbenefited from a net gain on foreign exchange related items of £1.4m (H1 2026: £Nil), which wastreated as an other adjusting item. In addition, a limited amount of additional costs was incurredin the period. Contingent consideration of £1.3m was released in the period (H1 2025: £1.5m netrelease). Research and development costs decreased by £1.1m (11%) to £9.0m. Depreciation and amortisation of tangible and intangible assets (excluding business combinations) increased to £11.9m(H1 2025: £10.2m), reflecting the increased level of capitalisation of development costs during 2025 and the additionalcontribution from Starface. Amortisation arising from business combinations decreased to £8.6m (H1 2025: £9.6m), as certain acquired intangibleassets became fully amortised. This was partially offset by an additional 1.5 months of amortisation relating to theStarface acquisition. Exceptional Items There were no exceptional items in the period (H1 2025: £7.3m expense). Adjusted EBITDA and EBITDA
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Adjusted EBITDA grew from £70.9m to £72.5m (2%), driven by the inorganic contribution from Starface (acquiredmid-February 2025). It grew at a lower rate than gross profit, due to the increased central costs, discussed above.Excluding the impact of acquisitions, Adjusted EBITDA decreased by 1% on an organic constant currency basis. In addition to the inorganic Starface contribution, the absence of exceptional items (H1 2025: £7.3m expense) or otheradjusting items (H1 2025: £0.6m gain) boosted the year on year EBITDA which grew from £64.2m to £72.5m. Profit before tax and Adjusted PBT Profit before tax grew from £43.5m to £50.1m (15%) while Adjusted PBT decreased from £61.0m to £59.2m (3%). Adjusted PBT decreased as depreciation & amortisation (excluding business combinations) increased by £1.7m,as described above, and net finance costs (excluding the impact of unwinding of discounting on acquisition-relatedliabilities) increased to a net expense of £1.4m (H1 2025: £0.3m net income). This move to a net finance expensewas due to a £1.7m reduction in interest income as the prior period benefited from higher cash balances before theacquisition of Starface in February 2025. Profit before tax benefited from no exceptional costs being incurred in the current period (H1 25: £7.3m) and from a£1.0m reduction in amortisation of intangibles arising due to business combinations, as previously described. Taxation The effective tax rate was 26% (H1 2025: 26%) based on applying the expected full year effective rate. Net debt, financing and cash flows As at 30 June 2026 the Group had Net debt of £3.8m (H1 2025: Net debt £21.6m). Net debt comprises borrowingsof £25.6m (H1 2025: £46.8m) less cash and cash equivalents of £21.8m (H1 2025: £25.2m). Cash generated by operations was £69.2m (H1 2025: £53.1m) and adjusted cash generated by operations was£70.3m (H1 2025: £63.7m) with £1.1m cash outflow relating to 2025 exceptional costs. Adjusted cash conversionwas 97% (H1 2025: 90%), which compares to 93% for the year ended 31 December 2025. The increase primarilyrelates to a lower working capital outflow. Net tax paid decreased to £9.8m (H1 2025: £13.7m), reflecting a refund received during the period in the UK andlower taxes paid in Germany primarily as the prior period included a £1.9m partial payment of the tax liabilitiesacquired with Starface. The primary cash items which are not directly related to trading were: · £34.5m cash returned to shareholders (H1 2025: £47.0m). This comprises £21.1m of ownshares repurchased as part of the share buyback programme (H1 2025: £34.9m) and £13.4mpaid as dividends (H1 2025: £12.1m). · Capital spend was £11.9m, which is an increase from £9.6m in H1 2025. This is discussedbelow. · £7.5m of borrowing repayments, net of drawdowns (H1 2025: £47.0m net borrowings). · £4.3m paid for acquisitions net of cash acquired (H1 2025: £157.4m). This comprises deferredconsideration for Placetel of £1.9m and £2.4m of contingent consideration (mainly Pragma). · £2.6m of lease liability repayments (H1 2025: £2.1m). · £1.1m of interest paid on borrowings offset by £0.5m of interest income on cash and cashequivalents (H1 2025: £0.3m net interest received). Capital spend Capital spend in H1 2026 was £11.9m (H1 2025: £9.6m), broken down as follows: · £10.1m on the capitalisation of development costs incurred during the period (H1 2025:£8.5m). The increase primarily reflects investment in internal systems designed to driveoperational efficiencies and generate cost savings. It also includes investment in newproducts, such as AI-concierge, FibreXchange, Gamma Mobile and Voice Enablementenhancements, together with a higher contribution from Starface compared with the priorperiod. · £1.5m for the core network and computer equipment (H1 2025: £1.1m). · £0.3m with third-party software vendors for the software which underpins our Cloud products(H1 2025: £Nil). Adjusted EPS (fully diluted) and EPS (fully diluted) Adjusted EPS (fully diluted) was broadly unchanged at 47.7p (H1 2025: 47.9p). This was a result of a 3% declinein Adjusted PBT, offset by the benefit from the share buybacks in 2026 and 2025 which reduced our share count. EPS (fully diluted) grew from 34.1p to 40.2p (18%), reflecting the increase in profit before tax of 15% and thebenefit from share buybacks. Return on capital employed ("ROCE") ROCE measures the efficiency of the Group's profit generation from the capital we deploy. It is an importantmeasure of efficiency. ROCE for the twelve months ending June 2026 was healthy at 30% (31 December 2025:28%). Capital allocation As a result of the proposed acquisition of the Group, announced on 1 September, Gamma does not intend todeclare or pay any further interim dividends prior to the effective date (H1 2025: 7.4p). At 30 June 2026, a total of 2,412,201 Ordinary Shares, at a value of £21.1m, had been purchased and cancelledout of the share buyback programme announced on 13 January 2026. £21.5m of the programme had yet to becompleted, including £0.1m commission, and is included in other payables at 30 June 2026. The shares purchasedand the remaining liability resulted in a £42.6m reduction in retained earnings, including commissions.
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Since 30 June, a further 703,820 shares have been acquired taking the total value in 2026 to £28.1m. The sharebuyback programme is currently suspended, as the current share price is not within certain pre-set parametersagreed with Investec Bank plc, which was appointed to manage the share buyback programme. Principal risks and uncertainties The principal risks faced by the Group, which are expected to remain relevant for the rest of 2026, continue to includethe risks set out in the Annual Report for the year ended 31 December 2025. These are: that product developmentbecomes misaligned with market needs; unplanned service disruption; data loss and cyber-attacks; over-relianceon key suppliers; inability to attract and retain top talent; failure to adapt and develop new routes to market;uncertain competitive landscape causes loss of market share; organisational transformation and integration risk;and legal and regulatory non-compliance. Further details can be found in the Annual Report for the year ended 31December 2025. The impact of the proposed acquisition has been considered by the Board, and as there are no immediatechanges planned to the strategic and operational function of the Group, we do not believe there are any changesrequired to the identified risks at the current time. Going Concern The Group's business activities, together with the factors likely to affect its future development, performance andposition, are consistent with those set out in the Annual Report for the year ended 31 December 2025. Inassessing going concern management and the Board have considered: · The principal risks faced by the Group as set out above. These are consistent with those foundin the Annual Report for the year ended 31 December 2025. · The strong liquidity position - at 30 June 2026 the Group had cash and cash equivalents of£21.8m and £104.5m of the revolving credit facility undrawn providing total liquidity of £126.3m(31 December 2025: £120.5m). · Budgets, financial plans and associated future cash flows (including the availability of liquidityand borrowings). · Sensitivity analysis assessing the impact of severe but plausible scenarios on the goingconcern assessment period and which confirms that projected cash flows and currentborrowing arrangements should provide the Group with significant liquidity over the goingconcern period. · The offer made by Epiris (Bradbury Bidco Ltd) to acquire the Group, which is subject toshareholder and regulatory approval. Based on the stated intentions of the acquiring party andour understanding of the financial support that would be made available, if needed, theDirectors believe that the going concern basis is still appropriate. The Directors are satisfied that the Group has adequate financial resources to continue in operational existencefor the foreseeable future, being a period of at least twelve months from the date of this report. Accordingly, thegoing concern basis of accounting continues to be used in the preparation of these condensed consolidatedfinancial statements. Board changes As previously announced, Gamma was pleased to welcome Damien Maltarp to the Board as Chief FinancialOfficer on 10 August 2026. Andrew Belshaw Damien MaltarpChief Executive Officer Chief Financial Officer Statement of Directors' responsibilities The Directors confirm that to the best of their knowledge: · the condensed set of interim financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting"; · the Interim Management Report includes a fair review of the information required by DTR 4.2.7R (indication of important events and their impact on the financial statements during the first six months of the year and description of principal risks and uncertainties for the remaining six months of the year); and · the Interim Management Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and any material changes therein during the first six months of the year). By order of the Board 6 September 2026 Supplementary information on Gross Profit by segment and product
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The table below sets out gross profit by segment and reflects how the Group operates the business and monitors financial performance. As this information has not been previously presented we have included H2 2025 to provide a full year 2025 comparative. Gross Profit Split by segment and product Six monthsended 30June 2026 Six monthsended 31December 2025 Six monthsended 30June 2025 £m £m £m Germany SME 44.8 44.0 34.4 Cloud 23.9 22.0 17.9 On premise licences & maintenance 9.7 10.5 6.6 Calling 7.0 6.8 6.0 Connectivity 3.8 4.2 3.4 Other 0.4 0.5 0.5 UK SME excl. PSTN 62.7 63.6 67.7 Cloud 28.3 28.9 29.1 Calling 23.1 23.4 24.6 Connectivity 11.8 11.4 11.4 Other (0.5) (0.1) 2.6 Service provider excl. PSTN 22.3 21.8 20.9 PSTN affected* 7.4 6.2 7.4 Enterprise 31.5 31.2 32.3 Other Europe SME 9.4 9.4 9.3 Total 178.1 176.2 172.0 *PSTN affected in H1 2026 comprises £6.6m related to UK SME and £0.8m to Service Provider (H1 2025: £6.6mand £0.8m, H2 2025 £5.5m and £0.7m). Independent Review Report to Gamma Communications plc Conclusion We have been engaged by Gamma Communications plc ("the Company") and its subsidiaries (together "theGroup") to review the condensed set of financial statements in the half-yearly financial report for the six monthsended 30 June 2026 which comprises the condensed consolidated statement of profit or loss, the condensedconsolidated statement of comprehensive income, the condensed consolidated statement of financial position, thecondensed consolidated statement of cash flows, the condensed consolidated statement of changes in equity andrelated notes 1 to 13. Based on our review, nothing has come to our attention that causes us to believe that the condensed set offinancial statements in the half-yearly financial report for the six months ended 30 June 2026 is not prepared, in allmaterial respects, in accordance with United Kingdom adopted International Accounting Standard 34 andthe Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority. Basis for Conclusion We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 "Reviewof Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the FinancialReporting Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim financial informationconsists of making inquiries, primarily of persons responsible for financial and accounting matters, and applyinganalytical and other review procedures. A review is substantially less in scope than an audit conducted inaccordance with International Standards on Auditing (UK) and consequently does not enable us to obtainassurance that we would become aware of all significant matters that might be identified in an audit. Accordingly,we do not express an audit opinion. As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with UnitedKingdom adopted international accounting standards. The condensed set of financial statements included in thishalf-yearly financial report has been prepared in accordance with United Kingdom adopted InternationalAccounting Standard 34, "Interim Financial Reporting". Conclusion Relating to Going Concern Based on our review procedures, which are less extensive than those performed in an audit as described in theBasis for Conclusion section of this report, nothing has come to our attention to suggest that the directors haveinappropriately adopted the going concern basis of accounting or that the directors have identified materialuncertainties relating to going concern that are not appropriately disclosed. This Conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410; however futureevents or conditions may cause the entity to cease to continue as a going concern. Responsibilities of the directors The directors are responsible for preparing the half-yearly financial report in accordance with the DisclosureGuidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
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In preparing the half-yearly financial report, the directors are responsible for assessing the Group's ability tocontinue as a going concern, disclosing as applicable, matters related to going concern and using the goingconcern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, orhave no realistic alternative but to do so. Auditor's Responsibilities for the review of the financial information In reviewing the half-yearly financial report, we are responsible for expressing to the Company a conclusion on thecondensed set of financial statements in the half-yearly financial report. Our Conclusion, including our ConclusionRelating to Going Concern, are based on procedures that are less extensive than audit procedures, as describedin the Basis for Conclusion paragraph of this report. Use of our report This report is made solely to the Company in accordance with ISRE (UK) 2410. Our work has been undertaken sothat we might state to the Company those matters we are required to state to it in an independent review reportand for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility toanyone other than the Company, for our review work, for this report, or for the conclusions we have formed. Deloitte LLP Statutory Auditor Reading, United Kingdom 6 September 2026 Condensed consolidated statement of profit or lossFor the six months ended 30 June 2026 30 June2026 30 June2025Note £mUnaudited £mUnaudited Revenue 3 330.0 316.6Cost of sales (151.9) (144.6) Gross Profit 178.1 172.0Operating Expenses (126.1) (127.6) Of which exceptional items - (7.3) Profit from operations 52.0 44.4Finance income 0.3 2.0Finance expense (2.2) (2.9) Profit before tax 50.1 43.5Tax expense 5 (13.3) (11.1) Profit after tax 36.8 32.4 Attributable to:Equity holders of Gamma Communications plc 36.7 32.4Non-controlling interest 0.1 - 36.8 32.4 Earnings per share attributable to the equity holders ofthe Company:Basic per Ordinary Share (pence) 6 40.2p 34.2pDiluted per Ordinary Share (pence) 6 40.2p 34.1p All results recognised during the period were generated from continuing operations. Condensed consolidated statement of comprehensive income For the six months ended 30 June 2026 30 June2026 30 June2025 £mUnaudited £mUnaudited Profit after tax for the period 36.8 32.4Other comprehensive (expense)/ incomeItems that may be reclassified subsequently to the statement of profit orloss:Exchange differences on translation of foreign operations before tax (2.4) 6.7
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Tax effect of exchange differences on translation of foreign operations 0.2 (0.6) Total other comprehensive (expense)/ income (2.2) 6.1 Total comprehensive income 34.6 38.5 Total comprehensive income for the period attributable to:Equity holders of Gamma Communications plc 34.5 38.5Non-controlling interest 0.1 - 34.6 38.5 Condensed consolidated statement of financial positionAs at 30 June 2026 30 June2026 30 June2025 31 December2025 Note £mUnaudited £mUnaudited £mAuditedAssets Non-current assetsProperty, plant and equipment 8 36.2 40.8 40.0Intangible assets 9 389.7 394.1 396.8Deferred tax asset 5.3 7.9 6.9Trade and other receivables 19.8 10.6 10.8Contract assets 12.2 12.6 12.7 463.2 466.0 467.2Current assets Inventories 12.7 8.4 7.5Trade and other receivables 84.1 86.6 78.4Contract assets 42.1 40.0 41.8Cash and cash equivalents 21.8 25.2 23.7Current tax asset 2.6 2.0 2.7 163.3 162.2 154.1Total assets 626.5 628.2 621.3 LiabilitiesNon-current liabilitiesOther payables 1.9 0.1 -Other financial liabilities 10 37.3 60.6 45.6Provisions 1.4 1.4 1.4Contract liabilities 19.7 13.7 15.0Acquisition-related liabilities 10 8.0 13.0 15.8Deferred tax liability 48.1 50.3 48.8 116.4 139.1 126.6Current liabilities Trade and other payables 99.2 90.7 70.3Other financial liabilities 10 4.7 3.1 5.2Provisions 1.2 0.8 2.1Contract liabilities 24.9 24.5 20.2Acquisition-related liabilities 10 10.0 10.3 7.2Current tax liability 5.5 3.9 4.7 145.5 133.3 109.7Total liabilities 261.9 272.4 236.3Net assets 364.6 355.8 385.0 EquityShare capital 11 0.2 0.2 0.2Share premium reserve 23.3 23.3 23.3Other reserves 12 (7.7) (10.4) (6.3)Retained earnings 349.5 343.6 368.6Equity attributable to owners of GammaCommunications plc 365.3 356.7 385.8 Non-controlling interest 0.4 0.2 0.3Written put options over non-controlling interest (1.1) (1.1) (1.1) Total equity 364.6 355.8 385.0
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Condensed consolidated statement of cash flows For the six months ended 30 June 2026 30 June2026 30 June2025Note £mUnaudited £mUnaudited Cash flows from operating activitiesProfit for the period before tax 50.1 43.5Adjustments for:Depreciation of property, plant and equipment 4.0 4.2Depreciation of right-of-use assets 2.4 1.4Amortisation of intangible assets 9 14.1 14.2Change in fair value of contingent consideration 10 (1.3) (1.5)Share-based payment expense 1.0 1.6Finance income (0.3) (2.0)Finance expense 2.2 2.9Other non-cash movements* - (1.3) 72.2 63.0 Increase in trade and other receivables and contract assets (14.7) (15.5)(Increase)/decrease in inventories (5.1) 2.6Increase in trade and other payables 8.3 6.4Increase/(decrease) in contract liabilities 9.4 (3.0)Decrease in provisions (0.9) (0.4) Cash generated by operations 69.2 53.1Taxes paid (9.8) (13.7) Net cash flows from operating activities 59.4 39.4 Investing activitiesPurchase of property, plant and equipment (1.5) (1.1)Purchase of intangible assets 9 (10.4) (8.5)Interest received 0.5 1.8Acquisition of subsidiaries net of cash acquired 10 (4.3) (142.8) Net cash flows used in investing activities (15.7) (150.6) Financing activitiesLease liability repayments (2.6) (2.1)Proceeds from borrowings 10.5 89.0Repayment of borrowings (18.0) (42.0)Repayment of borrowings acquired with acquisitions - (14.6)Interest paid (1.1) (1.5)Share issues/ reissued 0.2 0.2Dividends (13.4) (12.1)Repurchase of own shares (21.1) (34.9) Net cash flows used in financing activities (45.5) (18.0) Net decrease in cash and cash equivalents (1.8) (129.2)Cash and cash equivalents at beginning of period 23.7 153.7Effects of exchange rate changes on cash and cash equivalents (0.1) 0.7 Cash and cash equivalents at end of period 21.8 25.2 *Primarily relating to foreign exchange movements on deferred consideration Condensed consolidated statement of changes in equity For the six months ended 30 June 2026 Sharecapital Sharepremiumreserve Otherreserves Retainedearnings Total Non-controllinginterest Writtenputoptionsover non-controllinginterest TotalEquity £m £m £m £m £m £m £m £m 1 January 2025 0.2 23.3 (18.2) 368.3 373.6 0.2 (1.1) 372.7 Issue or reissue of shares - - (0.7) 0.7 - - - -Share-based paymentexpense - - 1.6 - 1.6 - - 1.6 Share buyback1 - - - (45.1) (45.1) - - (45.1)
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Treasury share allocations2 - - 0.8 (0.6) 0.2 - - 0.2 Dividends paid - - - (12.1) (12.1) - - (12.1) Transactions withowners - - 1.7 (57.1) (55.4) - - (55.4) Profit for the period - - - 32.4 32.4 - - 32.4Other comprehensiveincome - - 6.1 - 6.1 - - 6.1 Total comprehensiveincome - - 6.1 32.4 38.5 - - 38.5 30 June 2025 0.2 23.3 (10.4) 343.6 356.7 0.2 (1.1) 355.8 1 January 2026 0.2 23.3 (6.3) 368.6 385.8 0.3 (1.1) 385.0Issue or reissue of shares - - (1.2) 1.2 - - - -Share-based paymentexpense - - 1.0 - 1.0 - - 1.0 Deferred tax on sharebased payment expense - - - (0.2) (0.2) - - (0.2) Share buyback1 - - - (42.6) (42.6) - - (42.6) Treasury share allocations2 - - 1.0 (0.8) 0.2 - - 0.2 Dividends paid - - - (13.4) (13.4) - - (13.4)Transactions withowners - - 0.8 (55.8) (55.0) - - (55.0) Profit for the period - - - 36.7 36.7 0.1 - 36.8Other comprehensiveexpense - - (2.2) - (2.2) - - (2.2) Total comprehensive(expense)/ income - - (2.2) 36.7 34.5 0.1 - 34.6 30 June 2026 0.2 23.3 (7.7) 349.5 365.3 0.4 (1.1) 364.6 1 Represents shares purchased under the share buyback programmes. Shares purchased under theprogrammes were immediately cancelled. In H1 2026, £21.1m has been paid in cash and £21.5m wasrecognised as a liability within other payables. 2 Treasury share allocations relate to treasury shares which have been used to satisfy share options andother employee share plans. Notes to the interim financial information For the six months ended 30 June 2026 1. Basis of preparation The condensed consolidated interim financial information (interim financial information) included in this half‑yearly financial report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting', as adopted by the United Kingdom. The interim financial statements do not constitutestatutory accounts within the meaning of the Companies Act 2006 and should be read in conjunction with theGroup's Annual Report and Accounts for the year ended 31 December 2025, which was prepared inaccordance with IFRS as adopted by the United Kingdom. Two new amendments, Amendment to IFRS 9 and IFRS 7 - Amendments to the Classification andMeasurement of Financial Instruments and Amendments to IFRS 9 and IFRS 7 - Amendments toContracts Referencing Nature-dependent Electricity, were applied for the first time in the period. Theseamendments had no material impact on the condensed consolidated interim financial statements. 2. Accounting policies, judgements and estimates Accounting policies The accounting policies adopted are consistent with those followed in the preparation of the audited statutoryfinancial statements for the year ended 31 December 2025 other than for the new amendments applied for thefirst time as outlined in note 1, which did not have a material impact on the condensed consolidated interimfinancial statements. Judgements and estimates Preparation of the condensed consolidated interim financial information requires the Group to make certainestimations, assumptions and judgements regarding the future. Estimates and judgements are continuallyevaluated based on historical experience and other factors, including best estimates of future events. In thefuture, actual experience may differ from these estimates and assumptions. The critical accounting judgementsand key sources of estimation uncertainty reported in the financial statements for the year ended 31 December2025 are still relevant. No new items have been identified in the six months ended 30 June 2026. 3. Segment information The Group's main operating segments are outlined below: · Germany SME - Germany SME serves over 80,000 SME customers with a comprehensive productportfolio of cloud communications platforms, on-premise calling, connectivity and IoT products.Delivered through multiple routes to market, including a partner network of c.4,500 partners and ourdigital channel in Placetel. It contributed 25% (H1 2025: 20%) of the Group's gross profit.
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· UK SME - This segment sells a broad range of Calling, Cloud Communications and Connectivityproducts that support small UK businesses through our channel partner network. End customerstypically have fewer than 250 employees. It contributed 39% (H1 2025: 43%) of the Group's grossprofit. · Service Provider - This segment provides Calling products (voice services, numbering and SMScapabilities) in 28 countries for large, global communications platform providers, network operatorsand mobile virtual network operators who do not have their own telephone networks. It contributed13% (H1 2025: 13%) of the Group's gross profit. · Enterprise - Enterprise sells cloud communications platforms (including contact centre solutions),connectivity, mobile, security and complex managed networks to mainly large corporate and publicsector organisations. It contributed 18% (H1 2025: 19%) of the Group's gross profit. · Other Europe SME - This segment consists of sales made in the remainder of Europe throughGamma's Spanish and Dutch businesses. It contributed 5% (H1 2025: 5%) of the Group's grossprofit. · Central functions - Comprises the central management team and wider Group costs. Change in segmental reporting To align with internal management reporting, which is reported to the Board and Executive Committee used fordecision-making, we have split out our Gamma Business segment into two segments: UK SME and ServiceProvider. In the current period, certain costs previously recognised within UK SME and Central functions have beenreallocated to the remaining segments to reflect changes in internal reporting and accountability. These changes in segments and cost reporting have no impact on the Group's consolidated results.Comparative segment disclosures have been re-presented on a consistent basis. In addition, we have updated the segment names with Gamma Enterprise now Enterprise, Gamma Germanynow Germany SME and Other Europe now Other Europe SME. Measurement of operating segment profit or loss, assets and liabilities The accounting policies of the reporting segments are the same as those described in the summary ofsignificant accounting policies. The Board and Executive Committee evaluate performance on the basis ofearnings before interest, tax, depreciation, amortisation, exceptional items and other adjusting items("Adjusted EBITDA"). Inter-segment sales are priced in line with sales to external customers, with anappropriate discount being applied to encourage use of Group resources at a rate acceptable to local taxauthorities. This policy was applied consistently throughout the current and prior period. GermanySME UK SME ServiceProvider Enterprise OtherEuropeSME Centralfunctions Total Period to 30 June 2026 £m £m £m £m £m £m £m Segment revenue 59.4 151.9 48.2 65.9 15.6 - 341.0Inter-segment revenue (0.2) (10.2) - (0.4) (0.2) - (11.0)Revenue from externalcustomers 59.2 141.7 48.2 65.5 15.4 - 330.0 Timing of revenue recognitionAt a point in time 13.9 10.0 3.9 4.6 1.0 - 33.4Over time (recurring) 45.3 131.7 44.3 60.9 14.4 - 296.6 59.2 141.7 48.2 65.5 15.4 - 330.0 Gross profit 44.8 69.3 23.1 31.5 9.4 - 178.1 Adjusted EBITDA 13.2 34.1 15.4 11.5 2.4 (4.1) 72.5 Exceptional items - - - - - - -Other adjusting items - - - - - - - EBITDA 13.2 34.1 15.4 11.5 2.4 (4.1) 72.5 External customer revenue has been derived principally in the geographical area of the operating segmentand no single customer contributes more than 10% of revenue. GermanySMEUK SME* ServiceProvider* Enterprise OtherEuropeSME Centralfunctions Total Period to 30 June 2025 £m £m £m £m £m £m £m Segment revenue 49.1 150.2 45.1 67.1 15.2 - 326.7 Inter-segment revenue - (9.2) (0.1) (0.6) (0.2) - (10.1)Revenue from externalcustomers 49.1 141.0 45.0 66.5 15.0 - 316.6 Timing of revenue recognition At a point in time 15.0 6.2 2.4 7.0 0.7 - 31.3Over time (recurring) 34.1 134.8 42.6 59.5 14.3 - 285.3 49.1 141.0 45.0 66.5 15.0 - 316.6 Gross profit* 34.4 74.3 21.7 32.3 9.3 - 172.0
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Adjusted EBITDA* 9.1 35.5 14.9 12.4 2.3 (3.3) 70.9Exceptional items - - - - - (7.3) (7.3)Other adjusting items - (0.8) - - - 1.4 0.6EBITDA* 9.1 34.7 14.9 12.4 2.3 (9.2) 64.2 * In 2025 a single Gamma Business segment was presented. To align with management reporting this hasbeen split into two segments: UK SME and Service Provider. In addition, certain costs previouslyrecognised within UK SME and Central functions have been reallocated to the remaining segments toreflect changes in internal reporting and accountability. Comparative segment disclosures have been re-presented on a consistent basis with the following impacts: Gross profit in Enterprise increased by £1.4mfrom £30.9m, Adjusted EBITDA decreased in Germany SME by £0.3m from £9.4m, Enterprise by £3.4mfrom £15.8m, Other Europe by £0.1m from £2.4m and increased in Central functions by £0.6m from(£3.9)m. These changes were offset with changes in the former Gamma Business Segment which is nowsplit between UK SME and Service Provider therefore the aggregate impact is not given. A reconciliation of Adjusted EBITDA, the Group's measure of Segment profit, to the Group's profit before tax for the period is included below. Six monthsended 30June 2026 Six monthsended 30June 2025£m £mProfit before tax 50.1 43.5Finance income (0.3) (2.0)Finance expense 2.2 2.9Profit from operations 52.0 44.4Depreciation of property, plant and equipment and right-of-use assets 6.4 5.6Amortisation of intangible assets excluding business combinations 5.5 4.6Amortisation of intangible assets arising due to business combinations 8.6 9.6EBITDA 72.5 64.2Exceptional items - 7.3Other adjusting items - (0.6)Adjusted EBITDA 72.5 70.9 Further details on the definition and calculation of Adjusted EBITDA are included in the APM section. Geographic segmentation The UK is the Group's country of domicile and is where most revenue is generated, which is from external UK customers. The geographic analysis of revenue presented below is based on the country in which the customer is invoiced. The Group's revenue from external customers by geographical location is detailed below: Six monthsended 30June 2026 Six monthsended 30June 2025£m £mUK 230.9 235.1Germany 63.7 53.6Rest of Europe 29.6 24.5Rest of World 5.8 3.4Total 330.0 316.6 The Group's non-current assets, which exclude deferred tax assets and financial instruments, bygeographical location of the assets, are detailed below: 30 June2026 30 June2025*£m £m UK 186.1 175.7Germany 235.1 241.3Rest of Europe 23.2 27.1 Total 444.4 444.1 *The prior period has been restated to correct the allocation of amount previously reported. Product segmentation Six monthsended 30June 2026 Six monthsended 30June 2025£m £m Revenue recognised over time (recurring) Voice and data traffic 56.8 53.8Subscriptions and rentals 231.5 219.8Installation fees and other (Over time) 8.3 11.7Total recognised over time (recurring) 296.6 285.3Revenue recognised at a point in time
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Equipment sales 12.9 15.5Commissions 9.6 11.0Installation fees and other (At a point in time) 10.9 4.8 Total revenue recognised at a point in time 33.4 31.3 Total Revenue 330.0 316.6 Recurring revenue includes revenue we have a reasonable expectation to recur. This includes committedrevenues, including those under rolling terms and subscriptions. Recurring revenue included £13.2mrelated to PSTN (H1 2025: £14.8m). 4. Exceptional items Six monthsended 30June 2026 Six monthsended 30June 2025£m £m Acquisition costs - 5.1Listing costs - 2.2 Total exceptional items - 7.3 There were no exceptional items in the period. The exceptional costs incurred in the prior period wereacquisition costs related to the Group's acquisition of Starface in February 2025 and costs incurred inrelation to its transition from AIM to the Main Market of the London Stock Exchange. The total cash cost of exceptional items in the six months ended 30 June 2026 was £1.1m, relating to the2025 restructuring costs (six months ended 30 June 2025: £6.5m). 5. Taxation on profit on ordinary activities Tax expense is recognised based on management's best estimate of the weighted average effectiveannual tax rate for the full financial year. The estimated average annual tax rate used for the period to 30June 2026 is 26%, compared to 26% for the six months ended 30 June 2025. 6. Earnings per share Six monthsended 30June 2026 Six monthsended 30June 2025 Earnings per Ordinary Share - basic (pence) 40.2 34.2Earnings per Ordinary Share - diluted (pence) 40.2 34.1 The calculation of the basic and diluted earnings per share is based on the following data: Six monthsended 30June 2026 Six monthsended 30June 2025£m £mProfit attributable to the ordinary equity holders of the Company 36.7 32.4 Shares No. No.Basic weighted average number of Ordinary Shares 91,195,888 94,600,378Effect of dilution resulting from share options 151,608 325,139Diluted weighted average number of Ordinary Shares 91,347,496 94,925,517 7. Dividends A final dividend of 14.8p per share (2025: 13.0p) was paid on 18 June 2026. Following the announcementon 1 September 2026, on the proposed acquisition of the Group, Gamma does not intend to declare orpay any further interim dividends prior to the effective date (H1 2025: 7.4p). 8. Property, plant and equipment 30 June2026 31December2025£m £mOwned property, plant and equipment 22.4 24.8Leased right-of-use assets 13.8 15.2Total Property, plant and equipment 36.2 40.0 Intangible assets Intangible assets acquired through businesscombinations Internallygenerateddevelopmentcosts Purchasedtechnology Total Goodwill Customercontracts Brand Acquiredtechnology£m £m £m £m £m £m £mCost At 1 January 2026 234.6 173.7 13.1 31.2 64.2 30.5 547.3Additions - - - - 10.1 0.3 10.4Disposals - - - - (0.3) - (0.3)
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Exchange difference (1.8) (1.8) (0.1) (0.4) (0.3) - (4.4) At 30 June 2026 232.8 171.9 13.0 30.8 73.7 30.8 553.0 Amortisation andimpairmentAt 1 January 2026 20.6 60.3 3.4 10.0 31.3 24.9 150.5Charge for the period - 5.1 0.8 2.7 4.7 0.8 14.1Disposals - - - - (0.3) - (0.3)Exchange difference (0.2) (0.6) - (0.1) (0.1) - (1.0) At 30 June 2026 20.4 64.8 4.2 12.6 35.6 25.7 163.3 Carrying value At 1 January 2026 214.0 113.4 9.7 21.2 32.9 5.6 396.8 At 30 June 2026 212.4 107.1 8.8 18.2 38.1 5.1 389.7 Intangible assets acquired through businesscombinations Internallygenerateddevelopment costs1 Purchased technology1 Total Goodwill Customercontracts Brand Acquired technology1 £m £m £m £m £m £m £mCost At 1 January 2025 135.0 78.6 5.9 14.9 58.7 29.7 322.8Additions - - - - 8.5 - 8.5Acquisition ofsubsidiaries 91.8 88.3 6.8 13.5 1.4 - 201.8 Exchange difference 4.8 4.5 0.3 0.8 0.2 - 10.6At 30 June 2025 231.6 171.4 13.0 29.2 68.8 29.7 543.7 Amortisation andimpairmentAt 1 January 2025 19.8 46.3 1.8 5.0 37.2 23.4 133.5Charge for the period - 6.6 0.8 2.2 3.8 0.8 14.2Exchange difference 0.5 1.3 - 0.1 - - 1.9At 30 June 2025 20.3 54.2 2.6 7.3 41.0 24.2 149.6 Carrying valueAt 1 January 2025 115.2 32.3 4.1 9.9 21.5 6.3 189.3At 30 June 2025 211.3 117.2 10.4 21.9 27.8 5.5 394.1 1 At the prior year end we revised the presentation of the development costs and technology intangibleasset categories to exclude "acquired technology arising from business combinations" and present itseparately, with development costs renamed as "internally generated development costs" and technologyrenamed "purchased technology". Amortisation of intangible assets is charged to the consolidated statement of profit or loss and included inoperating expenses. 9. Financial Instruments The tables below set out the measurement categories and carrying values of financial assets and liabilitieswith fair value inputs where relevant. Measurementcategory Carryingvalue30 June2026 Fair value basis ofmeasurement Fair valuehierarchy Carryingvalue 31December2025 £m £m Financial assets Non-current Contract assets Amortised Cost 12.2 12.7Other receivables Amortised Cost 1.2 1.4Derivative assets Fair valuethrough P&L 0.1 Fair value based onmarket inputs Level 2 - Current Cash and cash equivalents Amortised Cost 21.8 23.7Trade receivables - net Amortised Cost 51.6 52.0Contract assets Amortised Cost 42.1 41.8Other receivables Amortised Cost 2.7 3.4Derivative assets Fair valuethrough P&L 0.1 Fair value based onmarket inputs Level 2 - 131.8 135.0Financial Liabilities Non-current Other payables Amortised cost 1.9 -Other financial liabilities: Borrowings Amortised cost 25.3 32.7Lease Liabilities Amortised cost 12.0 12.8Derivative liabilities Fair valuethrough P&L - Fair value based onmarket inputs Level 2 0.1 Acquisition-related liabilities: Deferred Consideration Amortised cost 8.0 9.6
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Contingent consideration Fair valuethrough P&L - Fair value weightedexpected returnsmethodology Level 3 4.7 Put option liability Fair valuethrough P&L - Fair value weightedexpected returnsmethodology Level 3 1.5 Current Trade and other payables Amortised cost 68.4 66.0Share buy back Amortised cost 21.5 -Other financial liabilities: Borrowings Amortised cost 0.3 0.3Lease liabilities Amortised cost 4.4 4.8Derivative liabilities Fair valuethrough P&L - Fair value based onmarket inputs Level 2 0.1 Acquisition-related liabilities: Deferred Consideration Amortised cost 4.2 4.0Contingent consideration Fair valuethrough P&L 4.2 Fair value weightedexpected returnsmethodology Level 3 3.2 Put option liability Fair valuethrough P&L 1.6 Fair value weightedexpected returnsmethodology Level 3 - 151.8 139.8 The carrying value of trade and other receivables, contract assets, cash and cash equivalents, and tradeand other payables is considered to be approximately equal to their fair value. The fair value of borrowings is not materially different from its carrying amount, due to the floating interestrate, linked to SONIA, aligning with the current market level. Derivative assets and liabilities relate to foreign currency forwards. At 30 June 2026 derivative assets havea nominal value of $18.0m (£13.3m) (31 December 2025: $18.3m (£13.6m)), measured at fair value whichare classed as level 2 in the fair value measurement hierarchy. Share buyback represents the remaining purchase liability. As the Group was in a close period at 30 June2026 in connection with the review of its ownership structure, the full remaining commitment under theprogramme was deemed uncancellable and so is recognised as a liability. Borrowings Borrowings consist of our Revolving Credit Facility ("RCF") of which £Nil is current (31 December 2025:£Nil) and £25.5m is non-current (31 December 2025: £33.0m). None of the RCF (31 December 2025:£Nil) is secured on the Group's land and buildings. The £130m multicurrency RCF matures in January 2028 and includes a one-year extension option toJanuary 2029, exercisable in November 2026. The RCF is stated net of unamortised transaction costs of £0.2m (31 December 2025: £0.3m) and interestpayable of £0.3m (31 December 2025: £0.3m). The deferred transaction costs have been capitalised andare being amortised over the expected life of the facility. The accrued interest is current, which is payablewithin 3 months. The RCF incurs interest on drawn balances at a margin between 1.5% and 2.25% above SONIA,dependant on leverage, and between 0.5% and 0.8% on undrawn balances. Loan covenants The following covenants relate to the RCF, and are tested on a 12-month rolling basis: - Leverage, defined as total net debt to EBITDA, not to exceed 3.0x; and - Interest cover, defined as EBITDA to net finance charges, not to be less than 4.0x. The Group remained in compliance with all facility covenants and had sufficient covenant headroomthroughout the going concern assessment period. Acquisition-related liabilities Deferred consideration (amortised cost) 30 June2026 31 December2025£m £m Current 4.2 4.0Non-current 8.0 9.6 12.2 13.6 Deferred consideration relates to fixed amounts payable with regard to acquisitions. The reconciliation ofthe carrying amounts is as follows: Placetel Other Total £m £m £m At 1 January 2026 13.1 0.5 13.6Deferred consideration settled (1.9) - (1.9)Unwinding of discount 0.4 - 0.4Foreign exchange movements 0.1 - 0.1 At 30 June 2026 11.7 0.5 12.2 Contingent consideration (Level 3) 30 June2026 31 December2025
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£m £m Current 4.2 3.2Non-current - 4.7 4.2 7.9 The reconciliation of the carrying amounts of contingent consideration is as follows: Pragma Other Total £m £m £mAt 1 January 2026 6.4 1.5 7.9Contingent consideration settled (1.9) (0.5) (2.4)Change in fair value of contingent consideration:Other change in fair value (1.3) - (1.3) At 30 June 2026 3.2 1.0 4.2 The contingent consideration for Pragma was part settled in the period with £1.9m paid. The remainingportion is based on EBITDA performance for the financial year ending 31 December 2026, with a £0.3mfixed payment due in 2027. Consideration of up to £7.4m may be payable. The fair value of £3.2m at 30June 2026, which takes into account the weighted probability of payout, is based on a payout of £3.2m,including the fixed amount of £0.3m, (31 December 2025: £6.4m) all of which is current. A decrease of£1.3m was required, which has been recorded within operating expenses. Other contingent consideration relates to other historic acquisitions which is current and is based on apayout of £1.0m which is the maximum amount payable. Amounts due of £0.5m in relation to Allnet andVio:networks (acquired by Starface prior to its acquisition by the Group) were settled in the period. The changes in fair value of contingent consideration have resulted in a £1.3m net gain within operatingexpenses in H1 2026 (H1 2025: £1.5m net gain). Put option liability (level 3) 30 June2026 31 December2025£m £mCurrent 1.6 -Non-current - 1.5 1.6 1.5 The put option liability is an option for the previous owners to sell, or for the Group to acquire, theremaining 5% of the shares in Pragma. At 30 June 2026, the fair value of put option liabilities amounted to£1.6m (31 December 2025: £1.5m) with the £0.1m movement arising from the unwinding of the discount.The fair value of £1.6m at 30 June 2026 is based on a payout of £1.8m (31 December 2025: £1.8m) whichtakes into account the weighted probability of payout. The potential undiscounted amount of futurepayments that could be required under the put option liability range from £0.5m to £2.9m (31 December2025: £Nil to £2.9m). Financial instruments measured at fair value Financial (assets)/ liabilities measured at fair value are remeasured at each reporting date and their valuesare illustrated in the table below: 30 June2026 31 December2025£m £mLevel 2 Forward exchange contracts (0.2) 0.2Level 3 Contingent consideration 4.2 7.9Put option liability 1.6 1.5Total 5.6 9.6 The Group held mark to market forward exchange contracts with a nominal value of $18.0m (£13.3m) at30 June 2026 (31 December 2025: $18.3m (£13.6m)), to limit potential foreign exchange exposure thatcould arise on the Group's USD commitments, including up to the next two year's Placetel deferredconsideration payments which are denominated in USD. The Group performs valuations of financial items for financial reporting purposes and in consultation withthird-party valuation specialists for complex valuations. Valuation techniques are selected based on thecharacteristics of each instrument, with the overall objective of maximising the use of market-basedinformation. 10. Share capital 1 January 2026 Number £m Ordinary Shares of £0.0025 each 93,764,351 0.2 MovementJanuary* (273,254)February* (415,833)March* (459,052)April* (334,203)May* (395,757) June* (534,102)
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30 June 2026Ordinary Shares of £0.0025 each 91,352,150 0.2 * Ordinary shares purchased and cancelled under the share buyback programme. In the period ended 30 June 2026, 2,412,201 Ordinary Shares of 0.25 pence each were acquired by theCompany and cancelled (H1 2025: 3,725,038 Ordinary Shares of 0.25 pence each were acquired by theCompany and held in treasury). 68,185 (H1 2025: 57,527) were transferred from treasury to settleexercised share options. At 30 June 2026 1,524,392 shares were held in treasury (30 June 2025: 1,666,123), representing 1.7%(30 June 2025: 1.8%) of issued share capital. The shares held in treasury do not have voting rights. Thenumber of Ordinary Shares with voting rights was 89,827,758 (30 June 2025: 92,098,228), therefore thetotal issued share capital at 30 June 2026 was 91,352,150 Ordinary Shares (30 June 2025: 93,764,351Ordinary Shares). 11. Other reserves Mergerreserve Shareoptionreserve Foreignexchangereserve Sharereserve Total otherreserves £m £m £m £m £m At 1 January 2025 2.3 7.4 (3.2) (24.7) (18.2) Issue or reissue of shares - (0.7) - - (0.7)Share-based payment expense - 1.6 - - 1.6 Treasury share allocations1 - - - 0.8 0.8 Other comprehensive income - - 6.1 - 6.1 At 30 June 2025 2.3 8.3 2.9 (23.9) (10.4) At 1 January 2026 2.3 8.4 5.8 (22.8) (6.3) Issue or reissue of shares - (1.2) - - (1.2)Share-based payment expense - 1.0 - - 1.0 Treasury share allocations1 - - - 1.0 1.0 Other comprehensive expense - - (2.2) - (2.2) At 30 June 2026 2.3 8.2 3.6 (21.8) (7.7) 1 Treasury share allocations are treasury shares which have been used to satisfy share options and otheremployee share plans. 12. Events after the reporting date Share buyback Since 30 June, a further 703,820 Ordinary Shares have been acquired and cancelled taking the totalvalue to £28.1m over the course of the buyback to 4 September 2026, out of the announced 2026programme of up to £42.5m. The share buyback programme is currently suspended, as the current shareprice is not within certain pre-set parameters agreed with Investec Bank plc, which was appointed tomanage the share buyback programme. Recommended cash offer by Epiris (Bradbury Bidco Ltd) On 1 September, a recommended cash offer from Epiris (Bradbury Bidco Ltd) for the entire issued and tobe issued ordinary share capital of Gamma was announced. As set out in the announcement theacquisition is subject to conditions, including the receipt of certain regulatory approvals and shareholderapproval. There are costs associated with the proposed transaction including professional adviser fees, for whichthe Group would be liable. Most are contingent on the successful completion of the transaction. We havenot been able to estimate the potential cost as these are dependent on the agreement of the acquirer. Finally, the RCF has a change of control clause which allows the lenders to request repayment of theoutstanding balance upon a change of control. Alternative Performance Measures (APMs) The Group uses certain non-GAAP measures, called APMs, to measure financial performance, financialposition or cash flow. The Group's APMs may not be calculated in the same way as similarly titledmeasures reported by other companies. They should not be considered in isolation or as a substitute foranalysis of the Group's results reported under IFRS. The APMs used in this report are listed below and defined in this section. Alternative performance measure Closest IFRS measure Reconciled, presented ordefined Performance metricsAdjusted EBITDA Profit before tax Note 3Adjusted profit from operations Profit from operations Performance metricsAdjusted profit before tax ("AdjustedPBT") Profit before tax Performance metrics
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Adjusted earnings per share("Adjusted EPS") Earnings per share Performance metrics Return on capital employed ("ROCE")N/A Performance metricsOrganic growth N/A Performance metrics Cash flow metrics Net debt Borrowings less cash and cashequivalents Cash flow metrics Adjusted cash generated byoperations Cash generated by operations Cash flow metrics Adjusted Cash conversion N/A Cash flow metricsAdjusted free cash flow Net cash flows from operatingactivities Cash flow metrics APMs are calculated and prepared on a consistent basis with the year ended 31 December 2025. All APMs which have the prefix 'Adjusted' exclude the impact of exceptional items (by virtue of their size,nature or incidence) and other adjusting items, to show the Group's core performance. Any additionaladjustments are described in the relevant sections below. The Group has no exceptional or other adjustingitems in the period, other than the cash flow impact of items from 2025. Performance metrics We use 'adjusted' measures including adjusted EBITDA to assess the profitability and performance of ourbusiness. These are not measures of performance under IFRS but provide supplemental data that helpsconvey an understanding of the Group's financial performance when read together with the statutoryresults. Adjusted PBT Adjusted PBT is profit before tax adjusted for exceptional items and other adjusting items, the amortisationof intangibles arising due to business combinations and the unwinding of discounting on acquisition-related liabilities. These additional items are individually material items and/or are not considered to berepresentative of the trading performance of the Group. Adjusted PBT is the primary profit measure usedinternally to reward employees. Six monthsended 30June 2026 Six monthsended 30June 2025£m £mProfit before tax 50.1 43.5Amortisation of intangibles arising due to business combinations 8.6 9.6Unwinding of discounting on acquisition-related liabilities 0.5 1.2Exceptional items - 7.3Other adjusting items - (0.6)Adjusting items 9.1 17.5Adjusted profit before tax 59.2 61.0 Adjusted EPS (fully diluted) Adjusted EPS (fully diluted) is defined as Diluted EPS where the profit after tax attributable to ordinaryshareholders is adjusted for the same items as Adjusted PBT, described above, and the tax on all of theseitems. Six monthsended 30June 2026 Six monthsended 30June 2025Earnings per Ordinary Share - diluted (pence) 40.2 34.1Adjusted earnings per Ordinary Share - diluted (pence) 47.7 47.9 Six monthsended 30June 2026 Six monthsended 30June 2025£m £mProfit after tax attributable to the ordinary equity holders of the Company 36.7 32.4Adjusting items:Amortisation of intangibles arising due to business combinations 8.6 9.6Unwinding of discounting on acquisition-related liabilities 0.5 1.2Exceptional items - 7.3Other adjusting items - (0.6)Patent box - (1.9) Adjusting items 9.1 15.6Tax relating to adjusting items (2.2) (2.5) Adjusted profit after tax attributable to the ordinary equity holders 43.6 45.5 H1 2026 H1 2025No: No: Diluted weighted average number of Ordinary Shares 91,347,496 94,925,517 Return on capital employed ("ROCE") ROCE is presented as it measures the efficiency of the Group's profit generation from capital deployed. Itis defined as profit from operations for the 12 months ended at the reporting date before exceptionalitems, other adjusting items and amortisation arising from business combinations, divided by Capitalemployed at the reporting date. Capital employed is defined as net debt plus lease liabilities (excludingleases in a finance sub-lease), acquisition-related liabilities and equity.
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Twelve monthsended 30 June2026 Twelve monthsended 31December 2025£m £m Net debt 3.8 9.3Lease liabilities 14.7 15.7Acquisition-related liabilities 18.0 23.0Equity 364.6 385.0 Capital employed 401.1 433.0 Profit before tax 94.3 87.7Finance income (1.2) (2.9)Finance expense 5.4 6.1 Profit from operations 98.5 90.9 Exceptional items 3.3 10.6Other adjusting items 0.8 0.2Amortisation of intangibles arising due to business combinations 17.6 18.6 Adjusted profit from operations 120.2 120.3 ROCE 30.0% 27.8% 2025 includes Starface from acquisition (19 February 2025) to 31 December 2025. The twelve monthsended 30 June 2026 includes a full 12 months of Starface. The additional contribution from Starfaceincreased ROCE by 0.7%. Equity at 30 June 2026 includes a deduction for the recognition of the liability of £21.5m for the incompleteportion of the 2026 share buyback programme which increases ROCE by 1.6%. Organic growth Organic growth is presented as management believes it is important to understand performance on acomparable basis. It is defined as growth excluding the contribution of material acquisitions for the first 12months of ownership ("Inorganic growth") and excluding the impact of material disposals for the last 12months of ownership ("disposals"), and the impact of foreign exchange movements on the consolidation ofour international operations (calculated by taking the current period local currency results translated intoPounds Sterling at the preceding period's foreign exchange rate (1.195:1 Euros to Pound Sterling) anddefined as "constant currency"). It is used for internal performance analysis as it aids comparison of thecurrent period to prior period without being affected by factors which were not present in both periods. It iscalculated at an operating segment level and Group level for revenue and gross profit. It is also calculatedfor Adjusted EBITDA at a Group level. Current period Six months ended 30 June 2025 Components of growth Total reported growth Six months ended 30 June 2026 Organic growth Inorganic growth Constant currency Revenue £m £m % £m % £m % £m % £m Germany SME 49.1 2.5 5% 5.6 11% 2.0 4% 10.1 21% 59.2 UK SME 141.0 0.7 0% - - - - 0.7 0% 141.7 Service Provider 45.0 3.2 7% - - - - 3.2 7% 48.2 Enterprise 66.5 (1.0) (2%) - - - - (1.0) (2%) 65.5 Other Europe SME 15.0 (0.1) (1%) - - 0.5 3% 0.4 3% 15.4 Group Revenue 316.6 5.3 2% 5.6 2% 2.5 1% 13.4 4% 330.0 Prior period Six months ended 30 June 2024 Components of growth Total reported growth Six months ended 30 June 2025 Organic growth Inorganic growth Constant currency Revenue £m £m % £m % £m % £m % £m Germany SME 21.8 - - 28.4 130% (1.1) (5%) 27.3 125% 49.1 UK SME* 137.9 3.1 2% - - - - 3.1 2% 141.0 Service Provider* 46.2 (1.6) (3%) 0.4 1% - - (1.2) (3%) 45.0 Enterprise 61.0 1.9 3% 3.6 6% - - 5.5 9% 66.5 Other Europe SME 15.6 (0.3) (2%) - - (0.3) (2%) (0.6) (4%) 15.0 Group Revenue 282.5 3.1 1% 32.4 11% (1.4) 0% 34.1 12% 316.6 * In 2025 a single Gamma Business segment was presented. To align with management reporting this hasbeen split into two segments: UK SME and Service Provider, for further details see note 3 segmentinformation. Current period Six months ended Components of growth Total reported growth Six months endedOrganic growth Inorganic growth Constant currency
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30 June 2025 30 June 2026Gross profit £m £m % £m % £m % £m % £m Germany SME 34.4 3.8 11% 5.1 15% 1.5 4% 10.4 30% 44.8 UK SME 74.3 (5.0) (7%) - - - - (5.0) (7%) 69.3 Service Provider 21.7 1.4 6% - - - - 1.4 6% 23.1 Enterprise 32.3 (0.8) (2%) - - - - (0.8) (2%) 31.5 Other Europe SME 9.3 (0.2) (2%) - - 0.3 3% 0.1 1% 9.4 Group gross profit 172.0 (0.8) 0% 5.1 3% 1.8 1% 6.1 4% 178.1 Prior period Six months ended 30 June 2024 Components of growth Total reported growth Six months ended 30 June 2025 Organic growth Inorganic growth Constant currency Gross profit £m £m % £m % £m % £m % £m Germany SME 9.8 0.4 4% 24.9 254% (0.7) (7%) 24.6 251% 34.4 UK SME* 73.7 0.6 1% - - - - 0.6 1% 74.3 Service Provider* 21.8 (0.3) (1%) 0.2 1% - - (0.1) (0%) 21.7 Enterprise* 30.5 (0.2) (1%) 2.0 7% - - 1.8 6% 32.3 Other Europe SME 10.0 (0.5) (5%) - - (0.2) (2%) (0.7) (7%) 9.3 Group gross profit 145.8 - 0% 27.1 19% (0.9) (1%) 26.2 18% 172.0 * In 2025 a single Gamma Business segment was presented. To align with management reporting this hasbeen split into two segments: UK SME and Service Provider. In addition, certain costs have beenreallocated across segments, for further details see note 3 segment information. Current period Six months ended 30 June 2025 Components of growth Total reported growth Six months ended 30 June 2026 Organic growth Inorganic growth Constant currency £m £m % £m % £m % £m % £m Group Adjusted EBITDA 70.9 (0.8) (1%) 2.0 3% 0.4 1% 1.6 2% 72.5 Prior period Six months ended 30 June 2024 Components of growth Total reported growth Six months ended 30 June 2025 Organic growth Inorganic growth Constant currency £m £m % £m % £m % £m % £m Group Adjusted EBITDA 62.2 2.0 3% 6.9 11% (0.2) (0%) 8.7 14% 70.9 Cash flow metrics Net debt Net debt is presented as it is an important liquidity measure used by management and the Board. Net debtis defined as borrowings less cash and cash equivalents. IFRS 16 lease liabilities and contingentconsideration are not considered as debt for the purpose of quoting Net debt. 30 June2026 31 December2025£m £m Cash and cash equivalents 21.8 23.7Borrowings (25.6) (33.0) Net debt (3.8) (9.3) The following table is a reconciliation of the movements in Net (debt)/ cash from previously reportedperiods: Cash and Cashequivalents Borrowings Net (debt)/cash £m £m £mAt 1 January 2026 23.7 (33.0) (9.3)Drawdown of borrowings 10.5 (10.5) -Repayment of borrowings (18.0) 18.0 -Interest paid (1.1) 1.1 -Interest costs - (1.1) (1.1)Amortisation of deferred finance fees - (0.1) (0.1)Other non-borrowing related movements in cash andcash equivalents 6.8 - 6.8
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Net movement before the effect of foreign exchangerate changes (1.8) 1 7.4 5.6 Effects of foreign exchange rate changes (0.1) - (0.1) At 30 June 2026 21.8 (25.6) (3.8) 1 Net decrease in cash and cash equivalents per the Consolidated statement of cash flows. Adjusted cash conversion Adjusted cash conversion is presented as management believes it is important to understand the Group'sconversion of Adjusted EBITDA to cash. The Group's Adjusted cash conversion is defined as cashgenerated by operations excluding the cash impact of exceptional items, other adjusting items and, in theprior period, non-recurring acquisition-related timing differences, divided by Adjusted EBITDA, so as toexclude the impact of significant or one-off transactions outside the normal course of trading. There wereno acquisition-related timing differences in H1 2026. Adjusted cash conversion is used to track and measure timing differences between profitability and cashgeneration through working capital management, including seasonality or one-offs. Six monthsended 30June 2026 Six monthsended 30 June2025£m £m Cash generated by operations 69.2 53.1Cash impact of exceptional items 1.1 6.5Cash impact of other adjusting items - 0.8Acquisition related timing difference - 3.3 Adjusted cash generated by operations 70.3 63.7Adjusted EBITDA 72.5 70.9 Adjusted cash conversion 97% 90% Adjusted free cash flow Adjusted free cash flow is presented as management believes it important to understand the Group'sability to fund its development, selective M&A or returns to shareholders from its trading cash flows.Adjusted free cash flow is defined as Adjusted cash generated by operations less taxes paid and thepurchases of property, plant and equipment and intangible assets. Six monthsended 30June 2026 Six monthsended 30 June2025£m £m Adjusted cash generated by operations 70.3 63.7Taxes paid (9.8) (13.7)Purchases of property, plant and equipment (1.5) (1.1)Purchases of intangible assets (10.4) (8.5) Adjusted free cash flow 48.6 40.4 This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END