Interim report
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RNS Number : 2782P Videndum PLC 05 August 2026 NOT FOR RELEASE , PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN , INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION . 5 August 2026 Videndum plc 2026 Half Year Results Results Continuing operations¹ Revenue Adjusted EBITDA * Adjusted EBITDA margin * H1 2026 H1 2025 £ 110.3m £ 3.0m 2.7 % £ 115.4m £ 2.4m 2.1 % Adjusted operating loss * £ ( 4.6 ) m £ ( 7.0 ) m Adjusted operating cash flow * £ 2.3m £ ( 0.6 ) m Net debt * £ 39.3m £ 137.7m Statutory results from continuing and discontinued operations¹ Revenue £ 110.3m £ 115.9m Operating profit / ( loss ) £ 9.6m £ ( 15.6 ) m Loss before tax £ ( 2.0 ) m £ ( 20.1 ) m Loss per share ( 11.1 ) p ( 4,324.0 ) p Financial summary Like - for - like revenue in line with prior year on a constant currency basis ( excluding £ 4.3 million from discontinued brands in H1 2025 and £ 0.4 million in H1 20262 ) . Increase in adjusted EBITDA * to £ 3.0 million . Statutory operating profit of £ 9.6 million included £ 14.2 million profit from adjusting items ( £ 16.9 million of which was debt write - off ) . £ 2.3 million adjusted operating cash flow * . Net debt * decreased by £ 103.0 million across H1 2026 to £ 39.3 million at 30 June 2026 including £ 24.2 million of leases . Key achievements £ 85 million equity raise on 30 March 2026 , combined with c . £ 39 million of debt equitisation and write - off . Strengthened go - to - market execution and geographic reach , expanding aggressively in Asia . Continued progress on cost saving initiatives . c . £ 3.5 million achieved in H1 2026 and expected to deliver full year savings of c . £ 8 million . c . £ 10 million ( 15 % ) reduction in inventory compared to 30 June 2025 . Accelerated rate of innovation with 26 new product lines scheduled for release in 2026 . Commenting , Stephen Harris , Chairman , said : " Trading conditions during the first half of the year were difficult . Revenue on a like - for - like basis was flat compared to the prior year . Performance suffered due to production line failures in Feltre as well as disruption arising from the conflict in the Middle East . " On 30 March 2026 , the Group completed an equity raise of £ 85 million as part of a comprehensive refinancing , representing an important step in strengthening Videndum's financial position to support implementation of the Group's strategy and long - term growth . " Management has continued to take self - help actions to improve commercial execution , optimise inventory and reduce costs , and the majority of the production challenges at Feltre have now been resolved . However , due to the ongoing challenging trading conditions , the Board now expects full year adjusted EBITDA to be between £ 15 million and £ 18 million . " Looking to the medium term , we expect to deliver revenue in excess of £ 350 million , together with a mid - teens adjusted EBITDA margin * . This outlook is underpinned by ongoing operational efficiencies , disciplined cost - reduction initiatives and the continued contribution from new products .
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"I am pleased to welcome Jan Peter Tewes as Videndum's new Group Chief Executive Officer. He will take up theposition on 17 August, at which time I will step back to my role as Non-Executive Chairman. Jan Peter bringssignificant leadership experience, a strong track record in brand and channel management, and a proven ability indriving operational improvement. Jan Peter has an ideal background for Videndum in our current phase ofdevelopment." Notes 1 Amimon was sold on 9 April 2025 and is reported as a discontinued operation. Results of discontinued operations can be found in note 2 to the condensed financial statements.2 Videndum discontinued the JOBY and National Geographic brands in 2025.3 H1 2026 average exchange rates: £1 = USD 1.34, £1 = EUR 1.15, EUR 1 = USD 1.17, £1 = JPY 2124 H1 2025 average exchange rates: £1 = USD 1.30, £1 = EUR 1.19, EUR 1 = USD 1.09, £1 = JPY 193 * In addition to statutory reporting, Videndum plc reports alternative performance measures from continuing operations ("APMs") which are not defined or specifiedunder the requirements of International Financial Reporting Standards ("IFRS"). The Group uses these APMs to aid the comparability of information betweenreporting periods and Divisions, by adjusting for certain items which impact upon IFRS measures and excluding discontinued operations, to aid the user inunderstanding the activity taking place across the Group. APMs are used by the Directors and management for performance analysis, planning, reporting andincentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in the Glossary. For more information please contact: Videndum plc Email: IR-enquiries@videndum.com Stephen Harris, ChairmanBrian Morgan, Group Chief Financial Officer FTI ConsultingRichard Mountain / Ben Fletcher Telephone: 020 3272 1340 An audio webcast for Analysts and Investors will be held today, starting at 08:30am UK time. The presentation slides will be available on our website. Users can pre-register to access the webcast and slides using the following link: https://videndum.com/investors/results-reports-and-presentations/ Notes to Editors: Videndum is a leading global provider of premium branded hardware products and software solutions to the content creation market. Our product portfolio includes camera supports, video transmission systems and monitors, live streamingsolutions, robotic camera systems, prompters, LED lighting, mobile power, bags, backgrounds, audio capture, andnoise reduction equipment. We employ around 1,200 people across the world with facilities in 8 different countries. Videndum plc is listed on the London Stock Exchange, ticker: VID. More information can be found at: https://videndum.com/ LEI number: 2138007H5DQ4X8YOCF14 Market overview Trading during the first half of the year was difficult. Performance was impacted by Manfrotto ONE production line failures at the Feltre manufacturing facility, resulting in a significant shortfall in revenues, a proportion beingdeferred to the second half of the year. The majority of these production challenges have been resolved. This wascompounded by disruption arising from the conflict in the Middle East, which increased logistics costs, extended delivery times and delayed purchasing decisions. In outside broadcast, our rental business supplied camera and ancillary solutions, and operators to two major sporting events: the Winter Olympics held in Italy, and the FIFA World Cup held in the US, Canada and Mexico. Management actions On 30 March 2026, the Group raised £85.0 million (net £78.9 million) from a Firm Placing (96%), Placing andOpen Offer (4%) at an Offer Price of 270 pence per New Ordinary Share (equivalent to a pre-Consolidation issueprice of 1.35 pence per ordinary share). Alongside the equity raise there was £21.9 million equitisation of the previous Multicurrency Revolving Credit Facility ("RCF") debt by Polus Capital in exchange for new equity, and the write-off and release of £16.9 million ofthe previous RCF debt by the Lenders. The combination of these actions was to reduce 31 December 2025 pro forma net debt* by £109.9 million (after debt refinancing fees). The Group continues to control costs and optimise operations, resulting in c.£3.5 million of savings achieved in H1 2026 and expected to deliver full year savings of c.£8 million. In February 2026, the Group closed distribution operations in Australia. The Group's presence in Australia is now via an external distribution model, utilising thirdparty distributors that are fulfilled from our China and EU warehouses. The Group has continued to upgrade themanagement team to counter the challenges being faced. We are aggressively expanding our presence in Asia and have added multiple new distribution partners,particularly in China. Our focus remains on delivering innovative new products with 26 new product lines scheduled for release in 2026.
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Group Results The numbers below are presented on a continuing basis unless otherwise stated. Amimon was sold on 9 April 2025 and is reported as a discontinued operation. Results of discontinued operations can be found in note 2 to the condensed financial statements. Adjusted* Statutory fromcontinuing anddiscontinuedoperations H1 2026 H1 2025 Change H1 2026 H1 2025 Revenue £110.3m £115.4m (4)% £110.3m £115.9m EBITDA £3.0m £2.4m £0.6m n/a n/a Operating profit/(loss) £(4.6)m £(7.0)m £2.4m £9.6m £(15.6)m Loss before tax £(13.4)m £(14.3)m £0.9m £(2.0)m £(20.1)m Loss per share (66.1)p (2,233.7)p 2,214.2p (11.1)p (4,324.0)p Revenue was 4% lower than in H1 2025 but was in line with H1 2025 on a constant currency basis, whenexcluding £4.3 million from discontinued brands in H1 2025 (£0.4 million in H1 2026) and adverse foreign exchange of £1.4 million. Adjusted gross profit margin* rose to 36% in H1 2026 (H1 2025: 35%), mainly due to restructuring savings fromthe move of operations from Bury St Edmunds and Ashby-de-la-Zouch to Feltre and Costa Rica, and lowerdepreciation following impairments made at the end of 2025. This was partly offset by a 1% inflation in materials (net of procurement savings). Notwithstanding a 4% increase in wages, adjusted operating expenses* decreased by £2.8 million to £45.0 million(H1 2025: £47.8 million). This was driven in part by restructuring savings from actions taken in 2025, as well asthose taken in H1 2026; alongside lower depreciation and amortisation costs as a result of the impairments made at the end of 2025. Adjusted operating loss* of £4.6 million (H1 2025: £7.0 million loss) includes depreciation and amortisation costs of£7.6 million (H1 2025: £9.4 million). Adjusted EBITDA* increased by £0.6 million to £3.0 million (H1 2025: £2.4million). Adjusted net finance expense* of £8.8 million was £1.5 million higher than in H1 2025 (£7.3 million). This was mainly due to £4.8 million amortisation of loan fees (H1 2025: £1.3 million) of the old RCF in the first quarter, andthe write-off of fees in the second quarter relating to the new Senior Term Loan (tranche B), that was repaid on 2April 2026. Excluding amortisation of loan fees, the adjusted net finance expense* was £2.1 million lower than in H1 2025 as a result of the gross borrowings being lower in the second quarter following the refinancing at the endof March. Adjusted loss before tax* was £13.4 million compared to a £14.3 million loss in H1 2025. Statutory loss before tax of £2.0 million (H1 2025: £20.1 million loss) included adjusting items from continuingoperations of £11.4 million profit (H1 2025: £8.6 million cost) and £nil from discontinued operations (H1 2025: £2.8 million profit, including profit on disposal). Adjusting items includes £16.9 million from the debt write-off as part ofthe refinancing; partly offset by charges in relation to the transfer of the pension scheme outside of the Group, anddebt fees write-off in relation to the old RCF - see "Adjusting items" section for further detail. The Group's effective tax rate ("ETR") was a 2% debit on the £13.4 million adjusted loss before tax* (H1 2025: 24% credit on the £14.3 million loss before tax*). Statutory ETR was a 15% debit on the £2.0 million loss (H12025: 5% debit on the £20.1 million loss before tax). Adjusted basic loss per share* was 66.1 pence (H1 2025: 2,233.7 pence loss per share). Statutory basic loss pershare was 11.1 pence (H1 2025: 4,324.0 pence loss per share). The 2026 numbers are based on a weightedaverage number of shares that reflect the timing of the equity raise within H1 2026. The pre-raise share volumes have been restated based on the consolidation of shares made on 30 March 2026. Further detail can be found innote 6 to the condensed financial statements. Group cash flow and net debt* Adjusted operating cash flow* of £2.3 million was £2.9 million higher than in H1 2025 (£0.6 million outflow). Freecash outflow* at £15.1 million included debt amendment fees and refinancing costs of £10.6 million, interest of£4.5 million (£2.5 million of which would not have been incurred had the refinancing been in place from 1 January 2026), and restructuring spend of £2.2 million. £m H1 2026 H1 2025 Variance Statutory operating profit/(loss) 9.6 (15.6) 25.2 Add back adjusting items (14.2) 8.6 (22.8) Adjusted operating loss* (4.6) (7.0) 2.4 Depreciation(1) 7.6 9.4 (1.8) Adjusted EBITDA* 3.0 2.4 0.6 Adjusted trade working capital (inc)/dec* 5.5 4.7 0.8 Adjusted non-trade working capital (inc)/dec* (2.6) (2.5) (0.1) Adjusted provisions inc/(dec)* (0.1) (0.7) 0.6
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Capital expenditure(2) (4.6) (5.4) 0.8 Other(3) 1.1 0.9 0.2 Adjusted operating cash flow* 2.3 (0.6) 2.9 Net interest paid (4.5) (6.2) 1.7 Tax (paid)/received (0.1) 4.5 (4.6) Retention bonuses - (0.1) 0.1 Restructuring and other costs, excluding refinancing costs (2.2) (5.7) 3.5 Debt amendment fees and refinancing costs (10.6) (5.2) (5.4) Free cash flow* (15.1) (13.3) (1.8) (1) Includes depreciation, and amortisation of purchased software and capitalised development costs(2) Purchase of Property, Plant & Equipment ("PP&E") and capitalisation of software and development costs(3) Includes share-based payments charge (excluding retention) and other reconciling items to adjusted operating cash flow* Adjusted trade working capital* decreased by £5.5 million in H1 2026. This movement reflects a £1.5 million decrease in inventories, a £3.6 million decrease in trade receivables, and a £0.4 million increase in trade payables. Capital expenditure of £4.6 million (H1 2025: £5.4 million) included: - £2.1 million of Property, Plant and Equipment ("PP&E") compared with £2.8 million inH1 2025; - £2.4 million capitalisation of development costs (H1 2025: £2.6 million) and software of£0.1 million (H1 2025: £nil). Gross R&D was lower than in H1 2025, reflecting thetargeting of investment and restructuring actions to right size operations. Gross R&D as a percentage of revenue reduced to 6% (H1 2025: 7%). £m H1 2026 H1 2025 Variance Gross R&D 6.9 8.1 (1.2) Capitalised (2.4) (2.6) 0.2 Amortisation 2.8 3.2 (0.4) Income Statement Impact 7.3 8.7 (1.4) Net interest paid of £4.5 million was £1.7 million lower than in H1 2025 reflecting the refinancing in March; the second quarter interest paid was £1.0 million. December 2025 closing net debt* (£m) (142.3) Free cash flow* (15.1) Movement in loan fees, net of amortisation 2.5 Net proceeds from equity raise 79.2 Debt equitisation and write-off 38.8 Net lease additions (1.5) FX (0.9) June 2026 closing net debt* (£m) (39.3) Net debt* at 30 June 2026 of £39.3 million was £103.0 million lower than at 31 December 2025 (£142.3 million). Net debt* at 30 June 2026 consisted of £26.2 million of borrowings (net of capitalised debt fees of £6.8 million) and£24.2 million of lease liabilities, partly offset by £11.1 million of net cash. Liquidity at 30 June 2026 totalled £25.1 million, comprising £14.0 million unutilised RCF and net cash of £11.1million. Borrowing facilities and financial position at 30 June 2026 Following the equity raise on 30 March 2026, the Group completed the refinancing of its debt. The new Groupfacilities totalled £60.0 million, which reduced to £46.5 million in April upon repayment of the Senior Term Loan(tranche B): - a three-year £31.5 million Senior Term Loan (tranche A); - a two-year £13.5 million Senior Term Loan (tranche B), which was repaid on 2 April2026;- a new three-year £15.0 million Super Senior RCF, of which 7% was utilised at 30 June2026 (in relation to fees on the refinancing). A monthly minimum liquidity covenant of £5.0 million is in place throughout the term, and leverage and interestcover covenants are reintroduced from 31 March 2028. For further detail, see note 9 to the condensed financialstatements. Adjusting items from continuing operations £m H1 2026 H1 2025 Debt forgiveness 16.9 - Impairment of assets - (0.9)
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Amortisation of intangible assets that are acquired in a business combination (0.1) (1.4) Restructuring costs (0.7) (3.3) Other adjusting items (1.9) (3.0) Adjusting items 14.2 (8.6) Other adjusting items predominantly consist of a charge of £3.3 million on the transfer of the UK Videndum DBPension Scheme to Clara Pension Trust; partly offset by a credit of £0.9 million from the release of an accrual forrefinancing costs and £0.4 million income from sales of JOBY products. Further detail on adjusting items can be found in note 3 to the condensed financial statements. Going concern The Board has made appropriate enquiries and considers that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of approval ofthe condensed financial statements. The Board believes that available liquidity will be sufficient to enable theGroup to meet its liabilities as they fall due within the going concern assessment period. The Directors acknowledge that risks remain due to ongoing market volatility. While downside modelling indicatesthe Group maintains positive liquidity throughout the going concern assessment period and the foreseeable future, if the Group does not meet performance expectations there remains a possibility that a sale, restructuring, orwider reorganisation may need to be considered beyond this period. There is no assurance that such actionscould be undertaken or would be sufficient in the downside scenario. As these potential events fall outside the assessment period but could materially impact the Group, they represent a material uncertainty that may castsignificant doubt on the Group's ability to continue as a going concern should they arise. Further detail on the assessment of going concern can be found within note 1 to the condensed financialstatements. Appointment of new Group Chief Executive Officer Jan Peter Tewes will start as Group Chief Executive Officer on 17 August 2026 and will receive the followingremuneration package as set out in his service agreement. - Base salary of €599,000 per annum. - Maximum bonus potential of up to 125% of salary (structure in line with the Company'sRemuneration Policy and with bonus eligibility starting in year 2027). - Pension allowance of 8% of salary. - Long Term Incentive share annual award with a value of 150% of salary at date of grant (structure in line with the Company's Remuneration Policy). - Other benefits include car allowance, private healthcare, life assurance and long-term disability insurance. Dividend The Board recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when appropriate to do so. Outlook Trading conditions during the first half of the year were difficult. Performance suffered due to production linefailures in Feltre as well as disruption arising from the conflict in the Middle East. Management has continued to take self-help actions to improve commercial execution, optimise inventory andreduce costs, and the majority of the production challenges at Feltre have now been resolved. However, due to theongoing challenging trading conditions, the Board now expects full year adjusted EBITDA to be between £15million and £18 million. Looking to the medium term, we expect to deliver revenue in excess of £350 million, together with a mid ‑ teens adjusted EBITDA margin*. This outlook is underpinned by ongoing operational efficiencies, disciplined costreduction initiatives and the continued contribution from new products. For and on behalf of the Board Stephen Harris Brian MorganChairman Group Chief Financial Officer Forward-looking statements This announcement contains forward-looking statements with respect to the financial condition, performance,position, strategy, results and plans of the Group based on management's current expectations or beliefs as well as assumptions about future events. These forward-looking statements are not guarantees of future performance.Undue reliance should not be placed on forward-looking statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Group's plans and objectives, to differ materially from those expressed or implied in theforward-looking statements. The Company undertakes no obligation to publicly revise or update any forward-looking statements or adjust them for future events or developments. Nothing in this announcement should be construed as a profit forecast.
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The information in this announcement does not constitute an offer to sell or an invitation to buy shares in theCompany in any jurisdiction or an invitation or inducement to engage in any other investment activities. The release or publication of this announcement in certain jurisdictions may be restricted by law. Persons who are notresident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe,any applicable requirements. This announcement contains brands and products that are protected in accordance with applicable trademark and patent laws by virtue of their registration. No person has been authorised to give any information or to make any representations other than those containedin this announcement and, if given or made, such information or representations must not be relied on. Neither the content of the Group's websites (or any other website) nor the content of any website accessible fromhyperlinks on the Group's website (or any other website) is incorporated into or forms part of this announcement. Statement of Directors' responsibilities The Directors confirm that these condensed consolidated financial statements ("Financial Statements") have beenprepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' andthe Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial ConductAuthority and that the interim management report includes a fair review of the information required by DTR 4.2.7and DTR 4.2.8, namely: - an indication of important events that have occurred during the first six months and theirimpact on the Financial Statements, and a description of the principal risks and uncertaintiesfor the remaining six months of the financial year; and- material related-party transactions in the first six months and any material changes in therelated-party transactions described in the last annual report. The Directors of Videndum plc are listed in the Videndum plc annual report for 31 December 2025. A list of currentDirectors is maintained on the Videndum plc website: www.videndum.com By order of the Board Stephen Harris 5 August 2026 Chairman Condensed Consolidated Statement of Profit or Loss For the half year ended 30 June 2026 Half yearto 30 June2026 Half year to30 June2025 Unaudited Unaudited Notes £m £m Continuing operations Revenue 2 110.3 115.4 Cost of sales Other Income (69.8) (76.4) Gross profit 40.5 39.0 Other income 2 17.2 - Operating expenses (48.1) (54.6) Operating profit/(loss) 9.6 (15.6) Comprising - Adjusted operating loss (4.6) (7.0) - Adjusting items in operating loss 3 14.2 (8.6) Finance income 0.3 0.2 Finance expense (11.9) (7.5) Net finance expense 4 (11.6) (7.3) Loss before tax (2.0) (22.9) Comprising
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- Adjusted loss before tax (13.4) (14.3) - Adjusting items in loss before tax 3 11.4 (8.6) Taxation 5 (0.3) (0.9) Loss for the period from continuing operations (2.3) (23.8) Profit for the period from discontinued operations - 2.7 Loss for the period attributable to owners of the parent (2.3) (21.1) Earnings per share from continuing operations Basic earnings per share 6 (11.1) pence (4,877.3)pence Diluted earnings per share 6 (11.1)pence (4,877.3)pence Earnings per share from total operations Basic earnings per share 6 (11.1) pence (4,324.0)pence Diluted earnings per share 6 (11.1)pence (4,324.0)pence Condensed Statement of Comprehensive Income/(Loss) For the half year ended 30 June 2026 Half year to30 June 2026Unaudited£m Half year to30 June 2025Unaudited£m Loss for the period (2.3) (21.1) Other comprehensive income/(loss): Items that will not be reclassified subsequently to profit or loss: Remeasurements of defined benefit obligation, net of tax (0.3) (0.4) Foreign exchange gain recycled to the Profit or Loss on disposal ofbusinesses - (2.4) Items that are or may be reclassified subsequently to profit orloss: Currency translation differences on foreign currency subsidiaries 0.5 (9.7) Fair value of cash flow hedges reclassified to the Profit or Loss (0.2) (0.8) Effective portion of changes in fair value of cash flow hedges - 0.8 Other comprehensive loss, net of tax - (12.5) Total comprehensive loss for the period attributable to ownersof the parent (2.3) (33.6) Condensed Consolidated Balance Sheet As at 30 June 2026 30 June2026 30 June2025 31December2025 Unaudited Unaudited Audited Notes £m £m £m Assets Non-current assets Intangible assets 7 64.2 90.9 64.2 Property, plant and equipment 37.9 44.8 39.0 Employee benefit asset 8 - 3.6 3.8
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Trade and other receivables 2.1 2.3 1.2 Deferred tax assets 0.8 0.7 0.8 105.0 142.3 109.0 Current assets Inventories 58.5 68.4 59.8 Contract assets 1.1 0.9 0.5 Trade and other receivables 40.4 37.5 46.4 Derivative financial instruments - 0.7 0.1 Current tax assets 2.0 4.1 2.0 Cash and cash equivalents 9 11.1 59.9 11.0 113.1 171.5 119.8 Total assets 218.1 313.8 228.8 Liabilities Current liabilities Bank overdrafts 9 - 48.5 - Interest-bearing loans and borrowings 9 0.3 0.2 127.8 Lease liabilities 9 5.1 6.0 5.2 Contract liabilities 3.4 2.0 5.1 Trade and other payables 36.5 37.3 42.1 Derivative financial instruments 0.1 - 0.1 Current tax liabilities 5.0 7.5 4.9 Provisions 3.1 5.1 3.7 Total current liabilities 53.5 106.6 188.9 Non-current liabilities Interest-bearing loans and borrowings 9 25.9 120.8 0.3 Lease liabilities 9 19.1 22.1 20.0 Other payables 1.1 0.7 0.8 Employee benefit liabilities 8 2.0 2.3 2.2 Provisions 0.4 0.5 0.4 Total non-current liabilities 48.5 146.4 23.7 Total liabilities 102.0 253.0 212.6 Net assets 116.1 60.8 16.2 Equity Share capital 10 21.2 20.8 20.8 Share premium 10 240.0 139.3 139.3 Translation reserve (25.1) (28.6) (25.6) Capital redemption reserve 1.6 1.6 1.6 Cash flow hedging reserve (0.2) 0.4 - Retained earnings (121.4) (72.7) (119.9) Total equity 116.1 60.8 16.2 Condensed Consolidated Statement of Changes in Equity For the half year ended 30 June 2026 (Unaudited)
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Sharecapital Sharepremium Translationreserve Capitalredemptionreserve Cashflowhedgingreserve Retainedearnings Totalequity £m £m £m £m £m £m £m Balance at 1 January2026 20.8 139.3 (25.6) 1.6 - (119.9) 16.2 Loss for the period - - - - - (2.3) (2.3) Other comprehensiveloss for the period - - 0.5 - (0.2) (0.3) - Total comprehensiveloss for the period - - 0.5 - (0.2) (2.6) (2.3) Contributions by and distributions to owners Debt equitisation(Note 9/10) 0.1 21.8 - - - - 21.9 New shares issued, netof costs (Note 10) 0.3 78.9 - - - - 79.2 Share-based paymentcharge, net of tax - - - - - 1.1 1.1 Balance at 30 June2026 21.2 240.0 (25.1) 1.6 (0.2) (121.4) 116.1 Sharecapital Sharepremium Translationreserve Capitalredemptionreserve Cashflowhedgingreserve Retainedearnings Totalequity £m £m £m £m £m £m £m Balance at 1 January2025 18.9 133.7 (16.5) 1.6 0.4 (52.2) 85.9 Loss for the period - - - - - (21.1) (21.1) Other comprehensive(loss)/income for theperiod - - (12.1) - - (0.4) (12.5) Total comprehensive(loss)/income for theperiod - - (12.1) - - (21.5) (33.6) Contributions by and distributions to owners Settlement of shareoptions - - - - - (0.3) (0.3) New shares issued, net ofcosts 1.9 5.6 - - - - 7.5 Share-based paymentcharge, net of tax - - - - - 1.3 1.3 Balance at 30 June2025 20.8 139.3 (28.6) 1.6 0.4 (72.7) 60.8 Condensed Consolidated Statement of Cash Flows For the half year ended 30 June 2026 Half yearto 30 June2026 Half year to30 June2025 Unaudited UnauditedNotes £m £m Cash flows from operating activities Loss for the period (2.3) (21.1) Adjustments for: Net finance expense 4 11.6 7.7 Taxation 0.3 1.0
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Depreciation 4.7 6.0 Debt forgiveness 3 (16.9) - Impairment of fixed assets - 0.8 Amortisation of intangible assets 3.0 4.8 Net profit on disposal of property, plant and equipment and software (0.2) - Fair value gains on derivative financial instruments (0.1) (0.1) Foreign exchange losses/(gains) 0.1 (0.4) Share-based payment charge 1.1 1.3 Profit on disposal of business before transaction costs - (4.9) Cash from/(used in) operating activities before change in working capital,including provisions 1.3 (4.9) Decrease in inventories 1.5 9.3 Decrease/(increase) in trade receivables 3.6 (1.4) Decrease in other receivables and contract assets 2.4 0.4 Decrease in trade payables (0.9) (2.8) Decrease in other payables and contract liabilities (5.1) (2.6) Increase/(decrease) in provisions 1.3 (5.1) Cash generated/(used in) from operating activities 4.1 (7.1) Interest paid (14.9) (10.0) Tax (paid)/received (0.1) 4.4 Net cash used in operating activities (10.9) (12.7) Cash flows from investing activities Interest received 0.2 0.5 Proceeds from sale of property, plant and equipment and software 0.2 0.1 Purchase of property, plant and equipment (2.1) (2.8) Purchase of software and payment of development costs (2.5) (2.6) Disposal of business - 2.1 Net cash used in investing activities (4.2) (2.7) Cash flows from financing activities Proceeds from the issue of shares, net of costs 10 79.2 7.5 Settlement of share options - (0.3) Principal lease repayments 9 (2.7) (3.3) Repayment of interest-bearing loans and borrowings 9 (67.2) (2.1) Borrowings from interest-bearing loans and borrowings 9 6.6 11.9 Net cash inflow from financing activities 15.9 13.7 Increase/(decrease) in cash and cash equivalents 0.8 (1.7) Effect of exchange rate fluctuations on cash held (0.7) 0.2 Cash and cash equivalents at 1 January 11.0 12.9 Cash and cash equivalents at the end of the period 9 11.1 11.4 1 Accounting policies Reporting entity Videndum plc (the "Company") is a public company limited by shares incorporated in the UnitedKingdom under the Companies Act. The Company is registered in England and Wales and itsregistered address is William Vinten Building, Eastlea Road, Bury St Edmunds, IP32 7BY, UnitedKingdom. These condensed consolidated interim financial statements ("Financial Statements") as atand for the half year ended 30 June 2026 comprise the Company and its subsidiaries (togetherreferred to as the "Group"). These Financial Statements do not comprise statutory accounts within the meaning of section 434 ofthe Companies Act 2006. Statutory accounts for the year ended 31 December 2025 were approved bythe Board of Directors on 31 March 2026 and delivered to the Registrar of Companies. The report ofthe auditors on those accounts was unqualified with material uncertainty related to going concern, didnot contain an emphasis of matter paragraph and did not contain any statement under section 498 ofthe Companies Act 2006. These Condensed Consolidated Half Year Financial Statements have not been reviewed, nor auditedby independent auditors. The Financial Statements were approved by the Board of Directors on 5August 2026. Basis of preparation and statement of compliance The half year Financial Statements covers the six-month period ended 30 June 2026 and has beenprepared in accordance with the UK-adopted International Accounting Standard IAS 34 'InterimFinancial Reporting' and the Disclosure and Transparency Rules of the Financial Conduct Authority.
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These Financial Statements comprise the unaudited financial information for the half years ended 30June 2026 and 2025. The half year financial information has been prepared applying consistentaccounting policies to those applied by the Group for the year ended 31 December 2025 except for thetax charge for the interim period (see note 5 "Taxation"). The application of the accounting policies isexpected to be applicable for the year ending 31 December 2026, which will be prepared inaccordance with United Kingdom adopted International Financial Reporting Standards. The preparation of Financial Statements requires Directors to make judgements, estimates andassumptions that affect the application of accounting policies and the reported amounts of assets andliabilities, income and expense. Actual results may differ from these estimates. In preparing these Financial Statements, the critical judgements made by Directors in applying theGroup's accounting policies and the key sources of estimation uncertainty were the same as those thatapplied to the audited consolidated financial statements as at and for the year ended 31 December2025. Critical accounting judgements and key sources of estimation uncertainty The Directors review the judgements and estimates on an ongoing basis with revisions to accountingestimates recognised in the period in which the estimates are revised and in any future periodsaffected. The Directors believe that these condensed consolidated financial statements reflectappropriate judgements and estimates and provide a true and fair view of the Group's performanceand financial position. Refer to the 2025 Annual Report for further detail on the judgements andestimates. Impact of adoption of new accounting standards There are no new impacts of adoption of new accounting standards apart from the disclosure providedin the 2025 Annual Report. Going Concern Assessment The Board has made appropriate enquiries and considers that the Group has adequate resources tocontinue in operational existence for the foreseeable future, being a period of at least 12 months fromthe date of approval of the condensed financial statements. In making its assessment the Boardconsidered the future trading and cash flow forecasts over a period of 12 months from the approvaldate of these Financial Statements (the "going concern assessment period") using the latest forecastalong with a downside scenario based on H1 2026 performance. The Board believes that availableliquidity will be sufficient to enable the Group to meet its liabilities as they fall due within the goingconcern assessment period. As a result of the ongoing challenging market conditions, the Board hasalso considered events or conditions that may occur after the end of the defined going concernassessment period. Refinancing On 30 March 2026, the Group completed refinancing its capital structure. The refinancing significantly deleveraged the capital structure, materially improved key credit metrics and positions the business todeliver on its potential with the support of the new Super Senior Facility and available cash on thebalance sheet. See note 9 "Analysis of net debt" for further details on refinancing and covenants. Base Case The Base Case was reviewed and approved by the Board. The Base Case includes revenue growth,driven by New Product Introductions ("NPI"), expansion in Asia, competitive market positioningthrough a focus on product costs, and an element of end market growth. Severe but plausible downside assessment The Board has modelled a downside scenario which assumes a decline in revenues consistent with the trend seen over the last twelve months (excluding the non-repeat of the Olympics revenue). In this scenario management would take further action on the Group's cost base to maintaincompliance with the minimum liquidity covenant of £5 million. The mitigating actions modelled in thisscenario are within management's control. These actions include: reduction in discretionary operating expenses; removal of incentive payments; salary and headcount freezes; reduction of non-essentialcapital expenditure; and continued reduction of inventories. Were this scenario to arise, the Groupwould begin implementing mitigations from September 2026. In this downside scenario there continues to be headroom over the minimum liquidity covenant for the entire going concernassessment period. Further actions, which have not been modelled, available to management which could be enacted atminimal cost should such a severe downturn arise include further reduction of operating expenses, thesale of businesses, tangible assets, intangible assets and inventory. Material Uncertainty Notwithstanding the outcome of the severe but plausible downside, the Directors acknowledge that there remain risks inherent due to the volatility we have experienced in the markets in which weoperate given the current macroeconomic environment. If the Group trades at the levels modelled inthe severe but plausible downside during the going concern assessment period and the foreseeable future, the Group is forecast to have positive liquidity for the going concern assessment period and theforeseeable future. However, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be considered after the defined going concern assessment period. There is no guarantee that the Group could carry out such a re-organisation nor if
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such activities would be sufficient in this severe but plausible downside scenario. As a result, althoughoutside of the defined going concern assessment period, this represents potential events or conditions of sufficient significance to indicate the existence of a material uncertainty which may cast significantdoubt over the Group's ability to continue as a going concern should these events or conditions berealised. The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern. For the half year to 30 June 2 Segment reporting Media Solutions1 Production Solutions1 Creative Solutions1 Corporate andunallocatedTotal Conoperat 2026 2025 2026 2025 2026 2025 2026 2025 2026 £m £m £m £m £m £m £m £m £m External revenue 46.2 52.2 32.0 31.3 32.1 31.9 - - 110.3 Inter-segment revenue 3 2.6 0.2 0.4 0.7 - - (3.0) (0.9) - Total revenue 48.8 52.4 32.4 32.0 32.1 31.9 (3.0) (0.9) 110.3 Other income4 - - - - 0.3 - - - 0.3 Adjusted EBITDA5 4.3 5.2 2.3 2.0 3.0 1.6 (6.6) (6.4) 3.0 Total depreciation of tangible fixed assets andamortisation of purchased software and capitaliseddevelopment costs (3.1) (3.7) (1.7) (3.0) (2.7) (2.7) (0.1) - (7.6) Adjusted operating profit/(loss) 1.2 1.5 0.6 (1.0) 0.3 (1.1) (6.7) (6.4) (4.6) Debt forgiveness4 - - - - - - 16.9 - 16.9 Other adjusting items 0.4 (0.5) (2.1) (0.1) 0.1 (0.4) (0.3) (2.0) (1.9) Restructuring costs (0.3) (1.4) (0.3) (1.5) - (0.2) (0.1) (0.2) (0.7) Impairment of assets - (0.9) - - - - - - - Amortisation of intangible assets that are acquired ina business combination (0.1) (0.8) - - - (0.6) - - (0.1) Adjusting items in operating loss - (3.6) (2.4) (1.6) 0.1 (1.2) 16.5 (2.2) 14.2 Operating (loss)/profit 1.2 (2.1) (1.8) (2.6) 0.4 (2.3) 9.8 (8.6) 9.6 Profit from discontinued operation - - - - - - - - - Net finance expense (0.2) (0.4) (0.1) - (0.1) (0.1) (11.2) (6.8) (11.6) Profit/(loss) before tax 1.0 (2.5) (1.9) (2.6) 0.3 (2.4) (1.4) (15.4) (2.0) Unallocated Taxation - - - - - - (0.3) (0.9) (0.3) Profit/(loss) for the period 1.0 (2.5) (1.9) (2.6) 0.3 (2.4) (1.7) (16.3) (2.3) Segment assets 93.4 113.6 41.7 54.7 68.2 79.3 0.9 1.5 204.2 Unallocated assets Cash and cash equivalents - - - - - - 11.1 59.9 11.1 Current tax assets - - - - - - 2.0 4.1 2.0 Deferred tax assets - - - - - - 0.8 0.7 0.8 Total assets 93.4 113.6 41.7 54.7 68.2 79.3 14.8 66.2 218.1 Segment liabilities 31.4 37.2 22.7 23.1 12.9 11.0 3.8 4.7 70.8 Interest-bearing loans and borrowings 0.4 0.4 - - - - 25.8 120.6 26.2 Unallocated liabilities Bank overdrafts - - - - - - - 48.5 - Current tax liabilities - - - - - - 5.0 7.5 5.0 Total liabilities 31.8 37.6 22.7 23.1 12.9 11.0 34.6 181.3 102.0 1 The Litepanels, Quasar and Anton Bauer brands were previously presented within the Production Solutions Division, and the Audix brand within the Media Solutions Division. These brands are now presented within the Creative Solutions Division, where they are
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managed. The 2025 comparatives have been restated to reflect this change.2 On 9 April 2025 the Group sold its investment in the Amimon business, which was previously included in the Creative SolutionsDivision.3 Inter-segment pricing is determined on an arm's length basis. These are eliminated in the corporate and unallocated column. 4 Other income of £17.2 million relates to £0.3 million cash received from US related Employee Retention Credit ("ERC") claims, and£16.9 million of RCF debt written off and released by the previous lenders which is recorded as an adjusting item. See note 3 "Adjustingitems" and note 9 "Analysis of net debt".5 See note 12 "Glossary of Alternative Performance Measures ("APMs")".The Group's operations are located in several geographic locations, and sell products and services to external customers around theworld. 3 Adjusting items The Group presents alternative performance measures ("APMs") in addition to its statutory results.These are presented in accordance with the Guidelines on APMs issued by the European Securitiesand Markets Authority ("ESMA"). APMs used by the Group and, where relevant, a reconciliation to statutory measures are set out innote 12 "Glossary of Alternative Performance Measures". Adjusting items are described below alongwith more detail of the specific adjustment and the Group's rationale for the adjustment. The Group's key performance measures, such as adjusted operating profit, exclude adjusting items.These are not considered by the Group to be part of the normal operating costs of the business. The following are the Group's principal adjusting items when determining adjusted operatingprofit/(loss): - Amortisation of acquired intangible assets:- Amortisation of capitalised development costs:- Restructuring and other costs- Impairment of intangible assets- Impairment of property, plant and equipment- Impairment of inventory- Acquisition related charges Half yearto 30 June2026 Half year to30 June2025 £m £m Continuing operations Debt forgiveness1 16.9 - Other adjusting items2 (1.9) (3.0) Restructuring costs3 (0.7) (3.3) Impairment of assets4 - (0.9) Amortisation of intangible assets that are acquired in a businesscombination (0.1) (1.4) Adjusting items in operating loss from continuing operations 14.2 (8.6) Finance expense - Loan fees on Multicurrency revolving credit facility ("Old RCF")5 (2.8) - Adjusting items in loss before tax from continuing operations 11.4 (8.6) 1 Old RCF debt of £16.9 million was written off and released by the previous lenders. The write off is recorded as an adjusting item as a gain on extinguishment through the profit and loss. See note 9 "Analysis of net debt". 2 Other adjusting items of £1.9 million expense (2025: £3.0 million expense) mainly include: - Charge of £3.3 million on the transfer of the UK Videndum DB Pension Scheme to Clara Pension Trust (2025: £nil million) whichcomprises £2.1 million relating to the loss on the settlement under IAS 19 "Employee benefits" and costs of £1.2 million incurred totransfer the scheme;- Credit of £0.9 million (2025: £2.0 million charge) from the release of an accrual for refinancing costs;- Gross profit on revenue post disposal of the JOBY brand £0.4 million (2025: £nil million);- Credit of £0.1 million (2025: £0.5 million charge) from the release of an accrual for legal costs;- Employee related charges £nil million (2025: £0.4 million); and- Other costs of £nil million (2025: £0.1 million). 3 Restructuring costs of £0.7million (2025: £3.3 million) relate to site rationalisation and other restructuring activities of which employee related charges are £0.6 million (2025: £3.2 million) and moving costs £0.1 million (2025: £0.1 million).
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4 Impairment charges of £nil million (2025: £0.9 million) relate to land and buildings: £nil million (2025: £0.8 million); inventory: £nil million (2025: £0.1 million). 5 On extinguishment of the old RCF, the remaining unamortised costs of £2.8 million (2025: £nil million) in relation to the Old RCF was accelerated and recorded as an adjusting finance expense. See note 9 "Analysis of net debt". 4 Net finance expense Half year to30 June2026 Half yearto 30 June2025 £m £m Finance income Other interest income 1 0.2 0.1 Interest income on net defined benefit pension scheme 0.1 0.1 0.3 0.2 Finance expense Interest expense on interest-bearing loans and borrowings2 (8.1) (7.0) Interest expense on lease liabilities (0.6) (0.6) Net currency translation loss (0.4) - Fair value gain on interest rate swaps designated as cash flow hedges - 0.1 (9.1) (7.5) Net finance expense from continuing operations (8.8) (7.3) Adjusting finance expense3 (2.8) (0.4) Net finance expense from total operations (11.6) (7.7) 1 Other interest income of £0.2 million (2025: £0.1 million) relates to bank accounts and deposits. 2 Interest expense on interest-bearing loans and borrowings of £8.1 million (2025: £7.0 million) relates to interest expense of£3.3 million (2025: £5.7 million) and loan fees of £4.8 million (2025: £1.3 million). 3 On extinguishment of the old RCF, the remaining unamortised costs of £2.8 million (2025: £nil million) in relation to the Old RCF was accelerated and recorded as an adjusting finance expense. See note 9 "Analysis of net debt". In 2025, the £0.4 millioncharge relates to an unwind of discount on liabilities in discontinued operations. 5 Taxation Income tax The income tax charge for the interim period has been calculated using the estimated annual effectivetax rate for each tax jurisdiction, applied to the jurisdiction's interim pre-tax profit or loss, together withadjustments for the tax effects of items recognised in full during the period in accordance with IAS 34"Interim Financial Reporting". Tax charge on continuing operations The Group current tax charge on continuing operations of £0.3 million (2025: £0.8 million) representsUK current tax charge of £nil million (2025: £0.2 million) and £0.3 million charge (2025: £0.6 million)relating to overseas tax. The Group deferred tax charge of £nil million (2025: £0.1 million) relates to cashflow hedgemovements of £nil million (2025: £0.1 million). Tax charge on discontinued operations (included within profit for the period from discontinuedoperations) The Group current tax charge on discontinued operations of £nil million (2025: £0.1 million) representsUK current tax charge of £nil million (2025: £nil million) and £nil million charge (2025: £0.1 million)relating to overseas tax.
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6 Earnings per ordinary share Earnings per share ("EPS") is the amount of post-tax profit/(loss) attributable to each share. Basic EPS is calculated on the profit/(loss) for the period divided by the weighted average number ofordinary shares in issue during the period. Diluted EPS is calculated on the profit/(loss) for the perioddivided by the weighted average number of ordinary shares in issue during the period but adjusted forthe effects of dilutive share options. A negative basic EPS is not adjusted for the effects of dilutive share options. The adjusted EPSmeasure is calculated based on adjusted profit/(loss) and is used by Management to set performancetargets for employee incentives and to assess performance of the businesses. The calculation of basic, diluted and adjusted EPS is set out below: Half year30 June 2026 Half year to30 June 2025 £m £m Loss for the financial period from continuing operations (2.3) (23.8) Add back adjusting items from continuing operations, net of tax (11.4) 12.9 Adjusted loss after tax from continuing operations (13.7) (10.9) (Loss)/profit after tax for the financial year from: Continuing operations (2.3) (23.8) Discontinued operations - 2.7 Loss for the financial period (2.3) (21.1) Weighted averagenumber of shares'000 Adjusted earningsper share Earningsper share Half year to 30 June Half year to 30 June Half year to 30 June 2026 2025 2026 2025 2026 2025 Number Number pence pence pence pence From continuing operations Basic and diluted 20,733 488 (66.1) (2,233.7) (11.1) (4,877.3) From discontinued operations Basic and diluted 20,733 488 - - - 553.3 From total operations Basic and diluted 20,733 488 (66.1) (2,233.7) (11.1) (4,324.0) As per IAS 33 "Earnings per share", the calculation of basic earnings per share for 2025 has been adjustedretrospectively, to reflect the change in the average number of shares from 97,594,387 to 488. "In conjunction with the issue of equity on 30 March 2026, a capital reorganisation comprising the Sub-divisionand the Consolidation of existing equity shares occurred. Each Existing Ordinary Share of 20 pence nominal value was sub-divided and converted into 1 IntermediateShare of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value. Immediatelyfollowing the above, every 200 Intermediate Shares of 0.005 pence nominal were consolidated into 1Consolidated Share of 1 pence nominal value. As a result, the weighted average number of shares in 2025changed from 97,594,387 to 488. See note 10 "Share capital and share premium". For half year to June 2025, had the capital reorganisation of 30 March 2026 not happened, the weightedaverage number of basic ordinary shares would have been 97,594,387. The adjusted earnings per share fromcontinuing operations would have been (11.2) pence while the statutory earnings per share would have been(24.4) pence. The adjusted earnings per share from total operations would have been (12.7) pence while thestatutory earnings per share would have been (21.6) pence. 7 Intangible assets Intangible assets comprise of goodwill, acquired intangibles, software and capitalised developmentcosts. Impairment tests for CGUs or groups of CGUs containing goodwill In accordance with the requirements of IAS 36 "Impairment of Assets", goodwill is allocated to theCGU groups, assessed to be the three segments of the Group, which are expected to benefit from theacquisition and are identified by the way goodwill is monitored for impairment. The Group's totalconsolidated goodwill of £47.0 million at 30 June 2026 (2025: £45.7 million) is allocated to: MediaSolutions: £19.7 million (2025: £19.2 million) and Creative Solutions: £27.3 million (2025: £26.5million). There is no remaining goodwill allocated to Production Solutions. Goodwill allocated to eachCGU is assessed for impairment annually and whenever there is a specific indicator of impairment.
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As at 30 June 2026, an impairment test review was performed due to the revised outlook for theremainder of the year, the recoverable value of the CGU has been assessed with reference to thehigher of fair value less costs of disposal and the value in use ("VIU") methodology which is thencompared to the carrying value of the net assets within the CGU. The VIU was performed over aprojected period of five years together with a terminal value. This reflects the projected cash flows ofeach segment based on the actual operating results, the most recent Board approved budget, thestrategy, and Management projections. As part of determining the value in use of each CGU group andcarrying value of long-term assets, Management has considered the potential impact of climatechange on the business performance over the next five years, and the terminal growth rates. Whilethere is considerable uncertainty relating to the longer term and quantifying the impact on a range ofoutcomes, Management considers that environmental related incremental costs are expected to havea minimal impact; the Group has already implemented strategies to mitigate this impact. The key assumptions on which the value in use calculations are based relate to (i) Businessperformance over the next five years, (ii) Terminal growth rates beyond 2031; and (iii) Discount ratesapplied. (i) Business performance over the next five years - Forecast sales growth rates are based on pastexperience and take into account current and future market conditions and opportunities, and strategicdecisions made in respect of each CGU group. Operating profits are forecast based on historicalexperience of operating margins adjusted for the impact of changes in product costs, cost-savinginitiatives already implemented or committed to at the balance sheet date and new product launches.Cash conversion is the ratio of operating cash flow to operating profit. Management forecasts the cashconversion rate based on historical experience. (ii) Terminal growth rates beyond 2031 - These are based on Management's assessment of theoutlook for overall market growth with Creative Solutions and Media Solutions broadly similar to long-term world GDP growth at 2.3% (2025: 2.0%). (iii) Discount rates applied - The post-tax discount rates were measured based on the interest rate of30-year government bonds issued in the relevant market, adjusted for a risk premium to reflect boththe increased risk of investing in equities generally and the systematic risk of the CGU group. Thepost-tax discount rates and the equivalent pre-tax discount rates applied to discount the post-tax cashflows were as follows: CGU Post taxdiscount rate Equivalent Pre-taxdiscount rate 2026 2025 2026 2025Media Solutions 12% 13% 15% 15%Creative Solutions 12% 13% 15% 15% Outcome of the impairment review An impairment assessment was performed at 30 June 2026 resulting in no impairment in both MediaSolutions and Creative Solutions CGUs. There are no reasonable changes to estimates that wouldlead to an impairment for these. 8 Employee benefit asset The Group has employee benefit schemes in the UK, Italy, Germany, Japan and France. UK Defined benefit scheme (Videndum DB Pension Scheme) On 2 April 2026, a Bulk Transfer Agreement ("BTA") was agreed between, and signed by, the Trusteesof the Scheme, the Company, Clara Pension Group Limited, and the trustees of the Clara PensionTrust ("Clara"). This BTA facilitated the transfer of the DB benefits and liabilities from the Videndum DBPension Scheme to Clara for all members of the Scheme. The Scheme's assets less £1.3 millionretained in the Trustee bank account, and liabilities, were subsequently transferred to Clara on 19 May2026. This gave rise to a £2.1 million settlement loss. Costs of £1.2 million were incurred in relation tothe transfer. The total charge of £3.3 million was recognised in the Profit or Loss account as anadjusting item. See note 3.3 "Adjusting items". 9 Analysis of net debt The table below analyses the Group's components of net debt and their movements in the period: Interestbearingloans and borrowings(1) Leases Liabilitiesfromfinancingsub-total Cash andcashequivalents (2) Total fromcontinuingoperations £m £m £m £m £m Opening at 1 January2025 (114.4) (31.5) (145.9) 12.9 (133.0) Other cash flows - - - (7.7) (7.7) Business disposal -finance lease disposed - 0.4 0.4 (0.5) (0.1) Repayments 2.1 3.3 5.4 (5.4) - Borrowings (11.9) - (11.9) 11.9 - Leases entered intoduring the year - (1.4) (1.4) - (1.4) Fees incurred 3.3 - 3.3 - 3.3
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Amortisation of fees (1.1) - (1.1) - (1.1) Foreign exchangedifferences 1.0 1.1 2.1 0.2 2.3 Closing at 30 June2025 (121.0) (28.1) (149.1) 11.4 (137.7) Interestbearingloans and borrowings(1) Leases Liabilitiesfromfinancingsub-total Cash andcashequivalents (2) Total fromcontinuingoperations £m £m £m £m £m Opening at 1 January 2025 (114.4) (31.5) (145.9) 12.9 (133.0) Other cash flows - - - (12.5) (12.5) Business disposal - financelease disposed - 0.4 0.4 (0.5) (0.1) Repayments 13.0 6.5 19.5 (19.5) - Borrowings (30.3) - (30.3) 30.3 - Leases entered into during theyear - (4.5) (4.5) - (4.5) Leases - early termination - 3.2 3.2 - 3.2 Fees incurred 6.9 - 6.9 - 6.9 Amortisation of fees (3.9) - (3.9) - (3.9) Foreign exchange differences 0.6 0.7 1.3 0.3 1.6 Closing at 31 December 2025 (128.1) (25.2) (153.3) 11.0 (142.3) Interestbearingloans and borrowings(1) Leases Liabilitiesfromfinancingsub-total Cash andcashequivalents (2) Total fromcontinuingoperations £m £m £m £m £m Opening at 1 January 2026 (128.1) (25.2) (153.3) 11.0 (142.3) Other cash flows - - - 64.1 64.1 Debt equitisation 21.9 - 21.9 - 21.9 Debt forgiveness 16.9 - 16.9 - 16.9 Repayments 67.2 2.7 69.9 (69.9) - Borrowings (6.6) - (6.6) 6.6 - Leases entered into during theyear - (1.5) (1.5) - (1.5) Fees incurred 10.0 - 10.0 - 10.0 Amortisation of fees (7.5) - (7.5) - (7.5) Foreign exchange differences - (0.2) (0.2) (0.7) (0.9) Closing at 30 June 2026 (26.2) (24.2) (50.4) 11.1 (39.3) (1) Interest bearing loans and borrowings include unamortised fees and transaction costs of £6.8 million (30 June 2025: £3.6 million; 31 December 2025: £4.3 million). (2) Cash and cash equivalents include bank overdrafts of £nil million (30 June 2025: £48.5 million; 31 December 2025: £nilmillion). On 30 March 2026, the Group completed refinancing its old RCF debt. The new Group facilities were£60.0 million: - A three-year £31.5 million Senior Term Loan (tranche A); - a two-year £13.5 million Senior Term Loan (tranche B); and - a new three-year £15.0m Super Senior Revolving Credit Facility. Debt for Equity Conversion RCF debt of £21.9 million was equitised by Polus Capital in exchange for 8,123,457 new ordinaryshares.
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Debt forgiveness RCF debt of £16.9 million was written off and released by the previous lenders. The write off isrecorded as an adjusting item, as a gain on extinguishment through the profit and loss, and thebalance of unamortised costs of £2.8 million being accelerated upon its extinguishment and recordedas an adjusting finance expense. See note 3 "Adjusting items" and note 4 "Net finance expense". On 2 April 2026 the Group fully repaid the two-year £13.5 million Senior Term Loan (tranche B). As at30 June 2026 the Group had utilised £32.5 million (72%) of its £45 million facility. From 31 March 2026 to 31 March 2028 monthly minimum liquidity covenant (defined as cash at bank,net of overdrafts, plus available undrawn RCF), is £5.0 million. From 31 March 2028 to 31 March 2029the net leverage and interest covenants are set as follows: Test date Net debt:EBITDA EBITA:net interest not higher than not lower than March 2028 4.75x 1.25x June 2028 4.50x 1.50x September 2028 4.25x 1.75x December 2028 onwards 4.25x 2.00x 10 Share capital and share premium Share capital Ordinary shares of 1pence each Deferred shares of19.995 pence each Number ofshares(thousands) Nominalvalue£m Number ofshares(thousands) Nominalvalue£m TotalNominal value£m Issued, authorised and fully paid At 1 January 2026 (ordinary shares of20 pence each) 103,613 20.8 - - - New ordinary shares of 20 pence each issued1 1 - - - - Sub-division and Consolidation2 ofexisting ordinary shares into: (103,614) (20.8) - - - - Ordinary shares of 1 pence each2 518 - - - - - Deferred shares of 19.995 pence each3 - - 103,614 20.8 20.8 New ordinary shares of 1 pence eachissued: - Debt for equity conversion 8,123 0.1 - - 0.1 - For equity raise 31,653 0.3 - - 0.3 Total at 30 June 2026 40,294 0.4 103,614 20.8 21.2 Share premium £m Issued, authorised and fully paid At 1 January 2026 139.3
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Debt for equity conversion 21.8 New shares issued for equity raise, net of costs 78.9 At 30 June 2026 240.0 1 Prior to the Sub-division and Consolidation date, 196 Excess Ordinary Shares were issued to theCompany's Employee Benefit Trust so that the Company's issued share capital would be exactlydivisible by 200. These 196 Excess Ordinary shares were issued at a nominal value of 20 pence. 2 Sub-division and Consolidation On 30 March 2026, each of the 103,613,600 Existing Ordinary Shares of 20 pence nominal value weresub-divided and converted into 103,613,600 Deferred Share of 19.995 pence nominal value and103,613,600 Intermediate Share of 0.005 pence nominal value. Immediately following the above,every 200 Intermediate Shares of 0.005 pence nominal were consolidated into 1 Ordinary Share of 1pence nominal value. 3 Every Deferred share will be acquired at an aggregate value of 1 pence and cancelled by theCompany. Each ordinary share carries one vote, participates equally with the other ordinary shares in distributionof dividends and capital (including on a winding up) and is not redeemable. The deferred shares of19.995 pence each have none of these rights. Share capital and share premium Equity raise On 10 March 2026, the Company published a combined prospectus and circular (the "Prospectus")detailing the Firm Placing and Placing and Open Offer to raise gross proceeds of £85 million (the"Capital Raising") and the broader Refinancing. The transaction was approved by the shareholders atthe annual general meeting held on 27 March 2026. The costs directly associated with the refinancingare offset against the equity and loans respectively." The key streams, along with the gross proceeds, are as follows: Debt for Equity Conversion RCF debt of £21.9 million was equalised by Polus Capital in exchange for 8,123,457 new ordinaryshares. Firm placement On 30 March 2026, after the capital reorganisation above, the Company issued 31,481,482 newordinary shares for an offer price of 270 pence, generating gross proceeds of £85.0 million. Costs of£6.3 million which are directly associated with this equity raise are offset against the gross proceeds,resulting in net proceeds of £78.7 million." Directors and Persons Discharging Managerial Responsibilities (PMDRs) The Company issued 171,116 new ordinary shares for an offer price of 270 pence, generating grossproceeds of £0.5 million. 11 Subsequent events There were no events after the Balance Sheet date that require disclosure. 12 Glossary on Alternative Performance Measures ("APMs") The Group believes that these APMs, which are not considered to be a substitute for or superior toIFRS measures, provide stakeholders with additional helpful information and enable an alternativecomparison of performance over time.The Group uses APMs to aid the comparability of information between reporting periods andDivisions, by adjusting for certain items which impact upon IFRS measures, to aid the user inunderstanding the activity taking place across the Group's businesses. APMs are used by theDirectors and Management for performance analysis, planning, reporting and incentive purposes.Where relevant, further information on specific APMs is provided in each section below. The APMs refer to continuing operations. APM ClosestequivalentIFRS measure Definition & Purpose Income Statement measures from continuing operations Adjusted revenue Revenue Calculated as revenue before adjusting items. The table below shows a reconciliation:
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The adjusting item of £0.4 million (2025: £nil million)relates to revenue post disposal of the JOBY brand. See note 3 "Adjusting items". Halfyear to30 June Halfyear to30 June2026 2025 £m £m Revenue 110.3 115.4 Adjusting item in revenue (0.4) - Adjusted gross revenue 109.9 115.4 Adjusted grossprofit Gross profit Calculated as gross profit before adjusting items. The table below shows a reconciliation: See note 3 "Adjusting items". Half year to30June Half year to30June 2026 2025 £m £m Gross profit 40.5 39.0 Adjusting items in gross profit (0.4) 1.8 Adjusted gross profit 40.1 40.8 Adjusted gross profit margin None Calculated as adjusted gross profit divided by revenue Adjusted other income Other income Calculated as other income before adjusting items. The table below shows a reconciliation:Old RCF debt of £16.9 million was written off and released by the previous lenders. The write off is recorded as anadjusting item as a gain on extinguishment within otherincome through the profit and loss. See note 3 "Adjusting items" and note 9 "Analysis of net debt". Half year to30June Half year to30June 2025 2025 £m £m Other income 17.2 - Adjusting items in other income (16.9) - Adjusted other income 0.3 - Adjusted operatingexpenses Operatingexpenses Calculated as operating expenses before adjusting items. The table below shows a reconciliation: See note 3 "Adjusting items". Halfyear to30 June Halfyear to30 June2026 2025 £m £m Operating expenses 48.1 54.6 Adjusting items in operatingexpenses (3.1) (6.8)
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Adjusted operating expenses 45.0 47.8 Adjusted operating profit (Loss)/profit before tax Calculated as loss before tax, before net finance expense, and before adjusting items. Adjusting items include non-cash charges such as amortisation of intangible assetsthat are acquired in a business combination and impairment of disposed entities or groups of asset(s).Cash charges include items such as transaction costs,restructuring and other associated costs arising from significant strategy changes that are not considered by theGroup to be part of the normal operating costs of thebusiness The table below shows a reconciliation: See note 3 "Adjusting items". Halfyear to30 June Halfyear to30 June2026 2025 £m £m Loss before tax (2.0) (22.9) Net finance expense 11.6 7.3 Adjusting items in operating profit (14.2) 8.6 Adjusted operating loss (4.6) (7.0) Adjusted operatingprofit margin None Calculated as adjusted operating (loss)/profit divided byrevenue. Progression in adjusted operating margin is anindicator of the Group's operating efficiency. Adjusted earningsbefore interest, tax,depreciation, amortisation andimpairment, andone-off charges ("AdjustedEBITDA") Operatingloss Calculated as adjusted operating loss before depreciation,amortisation, and impairment of fixed assets. See "Adjusted operating cash flow" below for areconciliation. Adjusted EBITDA margin None Calculated as adjusted EBITDA divided by adjusted revenue. Adjusted netfinance expense None Calculated as finance expense, less finance income, andless adjusting finance expense which is the remainingunamortised costs of £2.8 million (2025: £nil million) on extinguishment of the old RCF. See note 4 "Net financeexpense".The table below shows a reconciliation: Halfyear to 30June Halfyear to 30June2026 2025 £m £m Finance expense (11.9) (7.5) Finance income 0.3 0.2 Adjusting finance expense -amortisation of loan fees on the oldRCF 2.8 - Adjusted net finance expense (8.8) (7.3) Adjusted lossbefore tax Loss beforetax Calculated as loss before tax, before adjusting items. See Condensed Consolidated Statement of Profit or Lossfor a reconciliation.
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Adjusted basicearnings per share Basicearningsper share Calculated as adjusted profit after tax divided by theweighted average number of ordinary shares outstandingduring the period. This is a key management incentivemetric. See note 6 "Earnings per share" for a reconciliation. Cash Flow measures from continuing operations Free cash flow Net cashfrom operatingactivities Net cash from operating activities after proceeds from thesale of property, plant and equipment and software, purchase of property, plant and equipment, and purchaseof software and payment of development costs. Thismeasure reflects the cash generated in the period that is available to invest in accordance with the Group's capitalallocation policy. See "Adjusted operating cash flow" below for areconciliation. Adjusted operatingcash flow Net cashfrom operatingactivities Free cash flow before payment of interest, tax,restructuring, exceptional costs, and before gross profit of the JOBY brand post disposal. This is a measure of thecash generation and working capital efficiency of theGroup's operations. Adjusted operating cash flow as a percentage of adjusted operating profit is a keymanagement incentive metric. Half year to30June Half year to30June 2026 2025 £m £m Loss for the period from continuingoperations (2.3) (23.8) Add back: Taxation and net finance expense 11.9 8.2 Adjusting items (14.2) 8.6 Adjusted operating profit (4.6) (7.0) Depreciation1 4.7 6.0 Amortisation of purchased software and paid development costs 2.9 3.4 Impairment of fixed assets - 0.8 Add back impairment of fixed assets included in adjusting items - (0.8) Adjusted EBITDA 3.0 2.4 Decrease in adjusted trade working capital2 5.5 4.7 Increase in adjusted non-trade working capital2 (2.6) (2.5) Increase/(decrease) in adjusted provisions2 (0.1) (0.7) Other: - Net gain on disposal of property,plant and equipment and software (0.2) - - Fair value gains on derivativefinancial instruments (0.1) (0.1) - Foreign exchange losses/(gains) 0.1 (0.4) - Share-based payment charges 1.1 1.3 - Proceeds from sale of property,plant and equipment and software 0.2 0.1 - Purchase of property, plant andequipment (2.1) (2.8) - Purchase of software and paymentof development costs (2.5) (2.6) Adjusted operating cash flow 2.3 (0.6)
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Debt amendment fees andrefinancing costs paid (10.6) (5.2) Interest paid (4.7) (6.7) Interest received 0.2 0.5 Tax (paid)/received (0.1) 4.5 Payments relating to: Restructuring and other costs,excluding refinancing costs (2.2) (5.7) Retention bonuses - (0.1) Free cash flow (15.1) (13.3) Deduct interest received fromfinancing activities (0.2) (0.5) Proceeds from sale of property, plantand equipment and software (0.2) (0.1) Purchase of property, plant and equipment 2.1 2.8 Purchase of software and payment ofdevelopment costs 2.5 2.6 Net cash from/(used in) operatingactivities (10.9) (8.5) 1 Depreciation on property, plant and equipment is £4.6million (2025: £6.0 million), of which £2.2 million (2025:£2.8 million) relates to right-of-use property, plant and equipment. 2 See "Adjusted trade working capital movement", "Adjusted non-trade working capital movement" and"Adjusted provision movement" below for a reconciliation. Decrease/(increase)in adjusted tradeworking capital None The decrease/(increase) in adjusted trade working capitalincludes movements in inventories, trade receivables andtrade payables, excluding movements relating to adjusting items. Halfyear to 30June Halfyear to 30June2026 2025 £m £m Decrease in inventories 1.5 9.3 Decrease/(increase) in tradereceivables 3.6 (1.4) Decrease in trade payables (0.9) (2.8) Decrease in trade working capital 4.2 5.1 Discontinued operations - 0.7 Exclude movements relating toadjusting items 1.3 (1.1) Decrease in adjusted tradeworking capital 5.5 4.7 Decrease/(increase)in adjusted non- trade workingcapital None The decrease/(increase) in adjusted non-trade workingcapital includes movements in other debtors, other creditors and contract assets/liabilities, excludingmovements relating to adjusting items. Half year to30June Half year to30June 2026 2025 £m £m Decrease in other receivables andcontract assets 2.4 0.4 Decrease in other payables andcontract liabilities (5.1) (2.6) Increase in non-trade working capital (2.7) (2.2)
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Exclude movements relating toadjusting items 0.1 (0.3) Increase in adjusted non-tradeworking capital (2.6) (2.5) Decrease inadjusted provisions Decreasein provisions The decrease in adjusted provisions excludes movementsrelating to adjusting items. Half year to30June Half year to30June 2026 2025 £m £m Increase/(decrease) in provisions 1.3 (5.1) Adjustments for adjusting items (1.4) 2.7 Discontinued operations - 1.7 Adjusted provision movement (0.1) (0.7) Other measures from continuing operations Organic revenue None Organic revenue is revenue from existing business, andnot from new mergers and acquisitions. Organic growth None Organic growth is the growth achieved year-on-year fromexisting business, and not from new mergers and acquisitions. Constant currency None Constant currency variances are derived by calculating thecurrent year amounts at the applicable prior year foreigncurrency exchange rates. Revenue growth is represented on a constant currencybasis as this best represents the impact of volume and pricing on revenue growth. Revenue atconstant currency None Calculated as organic revenue at constant currency. The table below shows a reconciliation: See Condensed Consolidated Statement of Profit or Lossfor a reconciliation. See "Organic revenue", "Organic growth" and "Constantcurrency" above for definitions. Halfyear to 30June 2026 £m Half year to 30 June 2025 organic revenue 115.4 Half year to 30 June 2026 organicrevenue 110.3 Exclude effects of foreign currencyexchange rates 1.4 Organic revenue at constant currency 111.7 Organic growth at constantcurrency % (3)%
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