Final Results, Analyst Briefing & Investor Pres

Amcomri Group PLC

14 April 2026

 

14 April 2026

Amcomri Group plc

("Amcomri", the "Company" or the "Group")

Final Results

Analyst Briefing & Investor Presentation

Record results with strong growth across all key metrics

Amcomri Group plc (AIM: AMCO), the 'Buy, Improve, Build' UK focused, specialist engineering services and industrial manufacturing group, announces its Final Results for the 12 months ending 31 December 2025 ("FY25").

This was another record year for the Group which further underlined the strength of its operating model. The combination of continued organic and acquisitive growth, and broad sector expertise and reach, enabled the Group to generate strong revenue and profit growth, with its diversified and specialist operations providing a natural hedge to macroeconomic pressures during FY25. 

Financial Highlights

·      Revenue increased by 22% to £70.9 million (2024: £58.1 million)

·      Adjusted EBITDA increased by 19.3% to £9.2 million (2024: £7.7 million)

·      Profit before tax increased by 145% to £4.1 million (2024: £1.7 million)

·      Gross margin improved to 36.6% (2024: 36.4%)

·      Basic EPS increased to 4.2p (2024: 3.5p)

·      Net assets of £23.7 million at 31 December 2025 (2024: £20.4 million)

·      Net debt of £11.2 million at 31 December 2025 (2024: £6.1 million) (includes deferred and contingent consideration payable).

·      Cash balances of £8.6 million at 31 December 2025 (2024: £12.1 million)

Operational Highlights

·      Continued growth achieved across both the Embedded Engineering ("EE") and B2B Manufacturing ("B2B") divisions despite some weaknesses in certain end markets

·      Outcome demonstrates both the potential and the resilience of the Group, arising from its distributed risk profile and specialist operations

·      'Buy, Improve, Build' strategy continued to drive value creation as well as profitability and margin improvements

·      Acquisitions of EMC Elite Engineering and Radnor Technologies (trading as Electronix) further broadened the Group's service offering

o  Electronix represented the Group's first acquisition outside of the UK

o  EMC secured a significant contract within the renewable energy sector 

o  Both were immediately earnings-accretive and have performed well since acquisition

·      Team strengthened with additional senior hires enhancing sector, technical, commercial development and public company expertise

·      Progressive synergy development across the Group's operating companies

·      Well positioned for further growth with strong acquisition and organic growth pipelines

Post Year End Highlights

·      Conditional acquisition of the business and assets of the National Compliance and Testing division of the Infrastructure Solutions business of Enerveo Limited, a subsidiary of SSE plc, and an established, UK wide specialist electrical test and compliance operation

o  Additional opportunity to expand activities in the 'private network' electrical-infrastructure market

·      Mark O'Neill promoted to Chief Operating Officer

·      Trading in FY26 has started well and is in line with expectations

o  Ongoing positive conditions in most of our key end markets, which we are continuing to closely monitor given rising global energy and supply chain challenges

o  Seeing increasing activity in the UK rail electrification sector in maintenance and upgrade project work

o  Strong demand across the defence and civilian aerospace engineering markets, power generation and the wider energy sectors

Commenting on the results and outlook, Hugh Whitcomb, Chief Executive Officer of Amcomri Group, said:

"FY25 has been a year of strong financial progress for the Group reflecting continued demand across our core markets, organic growth and improved operational efficiency across several Group companies, along with the successful execution of our acquisition strategy.

"The acquisitions completed during the year further strengthen our capabilities and expand our market reach. With positive trading momentum continuing into FY26 and a strong acquisition pipeline, the Group remains well positioned to deliver further profitable growth."

Analyst Briefing: 9.30 a.m. - 14 April 2026

An online briefing for analysts will be hosted by Hugh Whitcomb, Chief Executive Officer, Mark O'Neill, Chief Operating Officer and Siobhán Tyrrell, Chief Financial Officer, at 9.30 a.m. today to review the FY25 final results and prospects. Analysts wishing to attend should contact Walbrook PR on [e-mail] or 020 7933 8780.

Investor Presentation: 11.00 a.m. - 15 April 2026

The Directors will hold an investor presentation to cover the FY25 results and prospects at 11.00 a.m. on 15 April 2026. The presentation will be hosted through the digital platform Engage Investor. Investors can sign up to attend the presentation via the following link: https://engageinvestor.news/AMCO_IP26.

Questions can be submitted pre-event or in real time during the presentation via the "Ask a Question" function, alternatively by submitting to [e-mail].

Certain of the information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the UK version of the EU Market Abuse Regulation (2014/596) which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time.

Enquiries:

Amcomri Group plc	Via Walbrook
Hugh Whitcomb, Chief Executive Officer Mark O'Neill, Chief Operating Officer	Tel: [phone]
Siobhán Tyrrell, Chief Financial Officer Katy Birkin, Director of Corporate Development
Cavendish Capital Markets Limited Nominated adviser and broker	Tel: [phone]
Adrian Hadden/Callum Davidson/Isaac Hooper - Corporate Finance
Michael Johnson/Jasper Berry/Andrew Burdis - Sales/Broking
Walbrook PR Ltd	Tel: [phone]
Tom Cooper/Nick Rome	[e-mail]

To find out more, please visit: www.amcomrigroup.com

Notes to Editors:

Amcomri is a "Buy, Improve, Build" group focusing on acquiring, integrating and enhancing specialist engineering services and industrial manufacturing businesses that provide technical services to major UK infrastructure, transportation and energy companies and bespoke mission-critical services to a diverse range of sectors and markets.

The Group currently operates through the following two divisions:

·      Embedded Engineering Division: provides specialist technical and engineering services for major industrial, infrastructure and transportation clients, typically with complex technical needs and undertaken in operating environments where safety and compliance performance are critical requirements. The division predominantly provides engineering services and support for their clients' capital intensive, mission-critical assets such as high voltage electrical transmission systems, petrochemical and continuous process operations, and large power generation plants.

·      B2B Manufacturing Division: focuses on selective niche B2B markets or businesses, where the Group has identified an opportunity to achieve enhanced financial performance by leveraging an initially strong competitive market position combined with the Group's business improvement capabilities.

The Group operates across a diverse range of sectors and markets, including industrial, infrastructure and mass transportation. The Group deploys a structured "Buy, Improve, Build" strategy with a track record of value enhancing acquisitions in the industrial environment. It has a particular focus on leveraging the Group's experience and track record in relation to acquisitions arising from owner manager 'retirement' situations, where there are no, or limited, alternative plans for succession to sustain the enterprise value present within the target business.

The Group has been created through a series of 19 successful acquisitions, comprising the acquisition of 14 operating companies and 5 bolt-on asset/business purchases, each of which has been integrated into the Group (includes GridCore conditional acquisition of the business and assets of the National Compliance and Testing division of the Infrastructure Solutions business of Enerveo Limited expected to complete by 31 May 2026). Post acquisition, the Group has a strong focus on facilitating and supporting its operating companies with organic growth initiatives, and the Group's businesses are well placed to take advantage of generally positive conditions in their respective niche end markets.

Chair's Statement

Amcomri is a specialist engineering services and industrial manufacturing business that operates a 'Buy, Improve, Build' model focused on acquiring, integrating and enhancing businesses that provide technical services and bespoke mission-critical services to a diverse range of sectors and markets.

Our mission is to identify, acquire, and integrate businesses that align with our disciplined investment criteria, combining entrepreneurial agility with rigorous due diligence and post‑deal integration, to enable delivery of strong growth and performance.

Since its inception, the Group has achieved rapid growth and continues to pursue ambitious, yet attainable, value accretive outcomes. The Group has a substantial track record of identifying and acquiring SMEs in the technical engineering sector where there are opportunities to significantly improve performance and achieve a strong return on investment. This was demonstrated during the year with two acquisitions - EMC Elite Engineering Services Ltd and Randor Technologies Limited (trading as Electronix).

As at 31 December 2025, the Group had grown to 14 operating businesses delivering £70.9 million of revenue (2024: £58.1 million), adjusted EBITDA of £9.2 million (2024: £7.7 million) and operating profit of £6.1 million (2024: £3.9 million). The pipeline for acquisitions remains strong and the opportunities for organic growth are both substantial and actively being realised.

The AIM IPO in December 2024 validated the Group's growth strategy and provided enhanced visibility in the equity capital markets.

Macroeconomic volatility and geopolitical instability continue to create significant uncertainty for businesses worldwide. Notwithstanding these external pressures, the diversification of the Group's operations, supported by high barriers to entry, contribute to the Group's resilience and provide an effective hedge against the potential adverse effects on the Group's performance.

The entrepreneurial mindset and sustained energy demonstrated by our talented colleagues across the Group remain fundamental to its continued success. The Board expresses its sincere appreciation for their ongoing dedication and achievements.

As we look to the future, we remain committed to disciplined growth and strong governance. We look forward to keeping all our stakeholders informed as we continue on this defined strategic journey, leveraging our solid foundation to deliver meaningful value creation.

Thank you for your continued support.

Tanya Raynes

Chair

Chief Executive Officer's Report

I am pleased to be able to present a very positive set of results for FY25, marked by another record trading performance in Group revenue and earnings. Group revenue increased from £58.1 million to £70.9 million through a combination of organic growth and acquisitions, delivering a 19.3% increase in adjusted EBITDA.

This strong overall performance was achieved despite continued weaknesses in certain end markets, combined with wider market challenges arising from global events. Despite these issues, the Board believes the overall 2025 outcome continues to demonstrate both the further potential and the resilience of the Group, arising from its distributed risk profile and specialist operations.

During the year, the Group successfully completed two acquisitions - EMC and Electronix, extending the specialist technical services capability in our Embedded Engineering ("EE") Division. As our first acquisition outside the UK, Electronix also provides us with an entry point to further develop specialist engineering opportunities in Ireland. In addition to these acquisitions, we have also seen good organic growth in FY25 arising from the roll out of a number of strategic projects during the year, with our newly acquired EMC business rapidly becoming a key contributor. At a Divisional level we have seen a strong performance in both the EE and B2B Manufacturing ("B2B") divisions with operating profit growth of 39.1% and 27.1% respectively in the year.

In line with our ambition to continue to accelerate our scale up we have also continued to build and enhance both our Group and operating company teams, successfully attracting a number of new talented and highly sector experienced team members over the year.

We believe that the FY25 results continue to validate the Group's resilient 'Buy, Improve, Build' model, combining in‑depth industrial market, operational and transactional expertise with a strong investment focus.

Markets and Operational Performance

Our EE division provides specialist technical services and support to often 'mission critical' power, petrochemical, energy and transportation customers. The division continues to see high demand for its services driven by compliance, maintenance and performance upgrades of ageing, capital intensive facilities which have, in many areas, seen historic underinvestment.

The EE division saw an overall operating profit increase of £1.7 million in FY25 compared with FY24 (£1.5 million), driven by a particularly strong performance in EMC, and incremental improvements in all other EE businesses, with the exception of WJ Projects, which provides specialist high voltage project and maintenance engineering services. Further delays on new UK rail electrification projects continued to suppress activity in this business during the year, however, we are now seeing increasing activity in this sector in both maintenance and project work, with further positive longer term pipeline prospects.

Margins in the EE division slightly reduced to 39.5% (2024: 43.6%), largely due to a mix change arising from the increased project-based revenue associated with EMC during a period with a lower contribution from WJ Projects. However, margins are expected to trend up to prior levels as the EE revenue mix and positive activity changes materialise.

Within the power generation and energy sector markets, our specialist valves and engineering services businesses continue to progress well with notable contract wins in the growing 'Energy from Waste' sector particularly benefiting Kestrel, EMC and Spiral Weld. In the wider energy market, our IVS valves business won a significant long term contract in Q4 2025 to deliver all safety valve services to the UK's largest refinery and we anticipate that this will also progressively generate revenue synergies for our other mechanical EE business.

Our electronics refurbishment businesses, eTrac, TP Matrix and the recently acquired Electronix, continue to see strong demand for their services in both rail rolling stock and the wider industrial sectors in the case of Electronix. Both TP Matrix and eTrac are increasingly seeing overseas enquiries for their services from non-UK rail and tram owner operators who use very similar, or identical, control technology.

Our B2B Manufacturing Division ("B2B") has an established, well distributed, relatively stable end market base covering civil and military aviation components, subsea, defence, power and process sectors and specialist printing for the industrial and packaging industries. The B2B Division saw an operating profit increase of £0.7 million in FY25 compared with FY24 (£1.1 million), driven by high demand from the defence and civil aviation markets. Drurys has seen a significant increase in earnings and margins winning several new long-term contracts in the defence aviation and surveillance sectors with a committed order book now extending well into 2027.

A strong performance in precision engineering was somewhat offset by softer end market conditions in our more commodity orientated tape business, Premier Limpet and our gaskets and seals business, JA Harrison. Both however, are seeing increases in activity and performance in 2026 arising from end market improvements and the positive impact of internal cost down and efficiency improvement projects that were implemented in 2025.

Within the B2B Division, gross margins increased to 33.3% (2024: 30.8%) and are expected to increase incrementally in FY26 as we implement further similar improvement initiatives across the division.

Acquisitions

In line with our 'Buy, Improve, Build' model, we were pleased to complete the acquisition of EMC Elite Engineering Services Ltd in March and Randor Electronics Limited (trading as Electronix) in July, and welcomed these teams into the Amcomri Group. Both have performed well since acquisition and continue to show encouraging prospects in 2026.

Post acquisition, EMC won a significant electrical engineering installation project on a major UK renewable energy project that will continue into 2026 and more recently is seeing strong demand for thermal power generating plant maintenance and overhaul work.

Similarly, Electronix has seen positive demand for its electronic system overhaul services in Ireland with longer-term prospects of expanding this service more widely and potential leverage with our existing facilities in eTrac and TP Matrix in the UK.

In March 2026, Amcomri's new wholly owned subsidiary, GridCore Electrical Services Limited ("GridCore") entered into a conditional business purchase agreement to acquire the business and assets of the National Compliance and Testing division of the Infrastructure Solutions business of Enerveo Limited ("Enerveo"), a subsidiary of SSE plc, for £1, with completion expected in May 2026. The acquisition provides Amcomri with an established, UK wide specialist electrical test and compliance operation, and opens a further significant opportunity for the Group to expand its activities in the 'private network' electrical-infrastructure market, a key strategic target sector.

We are actively engaged with several attractive and strategically aligned acquisition opportunities. With the benefit of recent additions to our investment team resource and proactive marketing of our proposition to potential vendors in our chosen sectors, we remain confident that we will be able to continue to significantly scale and enhance our existing operating divisions by selective acquisitions in 2026. This is likely to include certain discounted acquisition opportunities with specific operational challenges that we have the skills to resolve, in order to restore performance.

People Development

We made significant progress during 2025 in recruiting further talent into the Group as we continue to scale. The team was augmented both at the Group level with investment, finance and public company experience, as well as the appointment of senior technical and commercial development specialists into eTrac, Kestrel, WJ Projects, EMC and JA Harrison, to help drive continued organic growth and expansion.

We continue to progress our programme to facilitate leadership and management development within our operating companies to further improve our internal team's capability and expertise, and to deliver our Group objectives and operational plan.

Strategic Direction

Based on another set of record results, positive acquisition and organic growth pipelines and with the continued growth of skills and capacity of our team, our strategic direction is to continue to progressively scale and refine our 'Buy-Improve-Build' model.

Going forward, we intend to utilise our technical capabilities within the EE division in order to expand our specialist engineering services offering to critical infrastructure customers and markets.

In parallel, in our B2B division we will continue to seek and acquire SME manufacturing businesses that we believe have latent improvement capability that we can extract using our proven industrial, technical and operational financial expertise.

Compliance

The Group continues to maintain a strong focus on health, safety and environment ("HSE") compliance and performance improvement. The Group's high level HSE metrics continue to be significantly better than comparable industry sectors.

The Group has specific HSE improvement objectives incorporated in its annual HSE improvement plan. Proactive independent safety and compliance audits were carried out across all Group operating sites in 2025. The outputs from this work have been used to direct site health and safety plans and this audit process will be repeated in 2026.

Outlook

The current financial year has started well across both divisions, driven by positive conditions in most of our key end markets and particularly strong demand for our services in power generation overhaul and upgrades, the wider energy sectors, rail rolling stock, and the defence and civilian aerospace engineering markets. The Board is however cognisant of the current situation in the Middle East which is already impacting wider energy costs and supply chains and continues to closely monitor any potential impact across the Group's operating companies.

Hugh Whitcomb

Chief Executive Officer

Chief Financial Officer's Report

Overview

The Group delivered a strong financial performance in 2025, reflecting continued progress against its 'Buy, Improve, Build' strategy and the successful integration of acquisitions completed in the period. The results demonstrate both scaling of the platform and improving underlying profitability, underpinned by resilient demand across our core markets.

Financial Performance

Group revenue increased by 22% to £70.9 million (2024: £58.1 million), driven by a combination of organic growth and contributions from acquisitions. Growth was particularly strong within the Embedded Engineering division, alongside a stable performance in B2B Manufacturing.

Gross profit increased to £26.0 million (2024: £21.2 million), with the Group gross margin increasing to 36.6% (2024: 36.4%). This reflects continued pricing discipline and effective management of input costs.

Administrative expenses increased to £19.2 million (2024: £15.8 million), primarily reflecting the enlarged Group following acquisitions and continued investment in central capabilities to support future growth.

Operating profit increased to £6.1 million (2024: £3.9 million). On an adjusted basis, EBITDA increased to £9.2 million (2024: £7.7 million), reflecting the underlying earnings capacity of the business.

Profit before taxation increased to £4.1 million (2024: £1.7 million). The prior year included a one-off gain on bargain purchase, and therefore the year-on-year comparison reflects a stronger underlying trading performance.

Profit after tax was £3.0 million (2024: £1.0 million), with basic earnings per share increasing to 4.20 pence (2024: 3.5 pence). Diluted earnings per share was 4.12 pence (2024: 3.5 pence), reflecting the Group's focus on delivering sustainable earnings growth. Adjusted EPS was 5.42 pence in 2025 (2024: 9.35 pence). Note the weighted average number of shares in issue during 2024 was considerably lower (refer to note 24).

Segmental Performance

The Group continues to operate across two core segments:

·          Embedded Engineering delivered strong growth, with revenue of £37.2 million (2024: £25.7 million) and operating profit of £6.2 million (2024: £4.4 million), benefiting from contract wins, improved utilisation and contributions from acquisitions.

·          B2B Manufacturing reported revenue of £33.8 million (2024: £32.4 million) and operating profit of £3.1 million (2024: £2.4 million), demonstrating resilience with respect to market demand and operational stability.

Central costs increased reflecting investment in Group infrastructure to support future growth and integration activity.

Exceptional Items

Exceptional costs of £0.4 million (2024: £1.6 million) were incurred during the year, primarily relating to acquisition and restructuring activities, including redundancy costs. The prior year included costs associated with the Group's admission to AIM.

Cash Flow and Capital Allocation

The Group continues to demonstrate strong cash generation, with net cash inflow from operating activities of £6.6 million (2024: £6.8 million).

During the year, the Group deployed capital in line with its strategic priorities:

·          £4.2 million invested in acquisitions, with a further £2.3 million of deferred consideration paid

·          £2.0 million invested in capital expenditure to support operational capacity and efficiency

The Group reported a net cash outflow of £3.5 million (2024: inflow of £8.0 million), reflecting the continued investment in growth.

Balance Sheet and Financial Position

The Group's balance sheet remains robust, providing a strong platform for continued growth:

·          Total assets increased to £67.8 million (2024: £59.1 million), reflecting acquisition activity and continued investment

·          Net assets increased to £23.7 million (2024: £20.4 million)

·          Cash at year end was £8.6 million (2024: £12.1 million)

At year end, the Group's net debt (including all fixed and contingent deferred consideration) was £11.2 million (2024: £6.1 million) We remain confident in managing this position prudently, supported by strong cash flow control and disciplined financial management. Debt levels are comfortably within covenant limits and are largely long-term, with maturities aligned to our growth plans.

We will continue to take a conservative approach to leverage, ensuring borrowings are directed toward long-term, value-enhancing opportunities. The Group is actively assessing options, including acquisitions, to optimise its capital structure, and is exploring potential refinancing or additional facilities to support strategic growth while maintaining a cautious level of leverage.

Working capital investment increased in line with revenue growth, particularly within trade receivables, while inventory levels remained stable.

Taxation

The Group recorded a tax charge of £1.1 million (2024: £0.6 million), representing an effective tax rate above the UK statutory rate of 25%. This is primarily driven by non-deductible expenses and acquisition-related adjustments.

Operational and Strategic Progress

During the year, the Group continued to execute its acquisition-led growth strategy, with goodwill increasing to £17.0 million (2024: £10.5 million).

The Group also saw an increase in its workforce to an average of 422 employees (2024: 365), reflecting both acquisitions and investment in capability to support future growth.

There were no impairment indicators identified across goodwill or intangible assets, with all cash-generating units demonstrating sufficient headroom.

Dividends

As an AIM-quoted company focused on reinvesting for growth, the Group does not currently operate a formal dividend policy and has not declared a dividend for the financial year. The Board believes that retaining earnings to support strategic initiatives and operational investment is in the best interests of shareholders at this stage of the Group's development. The dividend policy remains under review and will evolve in line with the Group's growth, profitability and capital requirements.

Risk Management and Going Concern

We continue to maintain a proactive approach to risk management, ensuring our financial controls and reporting frameworks remain robust.

The Directors have assessed the Group's going concern position, taking into account current trading, cash flow forecasts and available facilities. The Board is satisfied that the Group has adequate resources to continue in operation for at least 12 months from the date of approval of the financial statements.

Governance and ESG Reporting

Although we are not currently required to report under the Task Force on Climate-related Financial Disclosures ("TCFD"), we recognise the importance of climate-related transparency and have begun taking steps to align with TCFD principles on a voluntary basis. This includes emissions monitoring, and improved climate risk integration into our strategic planning. We also remain alert to developments regarding the UK SRS S1 'General Requirements for Disclosure of Sustainability-related Financial Information' and UK SRS S2 'Climate-related Disclosures' and intend to move towards compliance when appropriate.

Outlook

The current year has started well across the Group with an active acquisition pipeline and an established platform for continued growth.

Whilst macroeconomic uncertainty remains, the Group's diversified end markets, recurring revenue streams and disciplined acquisition strategy provide confidence in its ability to deliver further progress.

Summary

2025 has been a year of significant strategic and financial progress, with the Group delivering:

·          Strong revenue growth

·          Stable margins

·          Increased profitability

·          Continued cash generation

The Group remains well positioned to deliver sustainable long-term value for shareholders through the continued execution of its strategy.

Siobhán Tyrrell

Chief Financial Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£'000	£'000
Revenue	4	70,938	58,066
Cost of sales		(44,947)	(36,903)
Gross profit		25,991	21,163
Distribution costs	10	(324)	(566)
Administrative expenses	10	(19,202)	(15,818)
Other operating income	6	5	72
Other income	22	-	592
Exceptional items	10	(378)	(1,574)
Operating profit		6,092	3,869
Finance income	8	96	14
Finance cost	9	(2,082)	(2,208)
Profit before taxation		4,106	1,675
Tax on profit	12	(1,140)	(636)
Profit for the financial year		2,966	1,039
Profit for the year attributable to:
Non-controlling interest		(46)	(9)
Owners of the parent		3,012	1,048
		2,966	1,039
Earnings per share		pence	pence
Basic earnings per share from continuing operations	24	4.20	3.50
Diluted earnings per share	24	4.12	3.50

There is no other comprehensive income in the period ended 31 December 2025 (2024: £Nil). All results are from continuing operations.

The accompanying notes below form an integral part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

Company number 14390325

		31 December	31 December
		2025	2024
	Note	£'000	£'000
Non-current assets
Goodwill	13	16,998	10,545
Intangible assets	13	6,483	6,784
Property, plant and equipment	14	6,070	7,139
Right-of-use assets	15	7,455	4,235
		37,006	28,703
Current assets
Inventories	16	6,859	6,776
Trade and other receivables	17	15,366	11,568
Cash and cash equivalents	18	8,578	12,077
		30,803	30,421
Total assets		67,809	59,124
Equity
Share capital	23	720	718
Share premium		16,849	16,773
Retained earnings		6,317	3,089
Equity attributable to owners of the parent		23,886	20,580
Non-controlling interest		(213)	(167)
Total equity		23,673	20,413
Non-current liabilities
Trade and other payables	19	1,567	1,629
Borrowings	20	10,382	9,516
Lease liabilities	15	5,765	4,822
Provisions	21	-	75
Deferred tax liabilities	21	2,332	1,929
Amounts due to related parties	27	700	700
		20,746	18,671
Current liabilities
Trade and other payables	19	15,638	13,494
Current tax liabilities		1,352	592
Lease liabilities	15	1,536	1,267
Borrowings	20	4,864	4,687
		23,390	20,040
Total liabilities		44,136	38,711
Total equity and liabilities		67,809	59,124

The financial statements were approved and authorised for issue by the board of directors on 13 April 2026 and were signed on its behalf by:

Hugh Whitcomb

Director

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

	Share	Share	Retained	Non-controlling
	capital	premium	earnings	interest	Total
	£'000	£'000	£'000	£'000	£'000
As at 1 January 2024	-	6,622	2,037	871	9,530
Profit for the year	-	-	1,048	(9)	1,039
Issue of share capital	718	10,151	-	-	10,869
Other movement in the year	-	-	4	(1,029)	(1,025)
As at 31 December 2024	718	16,773	3,089	(167)	20,413
As at 1 January 2025	718	16,773	3,089	(167)	20,413
Profit for the year	-	-	3,012	(46)	2,966
Issue of share capital	2	76	-	-	78
Share based payment	-	-	216	-	216
As at 31 December 2025	720	16,849	6,317	(213)	23,673

CONSOLIDATED STATEMENT OF CASHFLOWS

For the year ended 31 December 2025

		Year ended	Year ended
		31 December	31 December
		2025	2024
	Note	£'000	£'000
Operating activities
Profit for the year		2,966	1,039
Adjustment for:
- Taxation charge	12	1,140	636
- Depreciation	14,15	1,890	1,555
- Amortisation	13	431	406
- Gain on bargain purchase		-	(592)
- Net interest paid	8,9	1,986	2,194
- Share based payment expense		216	-
Change in inventories		10	(710)
Change in trade and other receivables		(2,535)	456
Change in trade and other payables		622	2,709
Corporation tax paid		(166)	(888)
Net cash inflow from operating activities		6,560	6,805
Investing activities
Purchase of tangible assets	14	(1,969)	(1,287)
Purchase of intangible assets	13	(130)	(76)
Acquisition of subsidiaries, net of cash acquired	22	(4,167)	(1,250)
Interest received	8	96	14
Deferred consideration paid	19	(2,299)	(961)
Net cash used in investing activities		(8,469)	(3,560)
Financing activities
Proceeds from issue of share capital		78	10,813
Proceeds from borrowings	20	2,749	1,093
Repayment of borrowings	20	(1,706)	(2,929)
Interest paid	9	(2,082)	(2,140)
Movements in amounts due to related parties	27	-	(1,270)
Repayment of lease liabilities	20	(629)	(778)
Net cash (used in) / inflow from financing activities		(1,590)	4,789
Net change in cash and cash equivalents		(3,499)	8,034
Cash and cash equivalents at the start of year		12,077	4,043
Cash and cash equivalents at the end of year		8,578	12,077

NOTES TO THE GROUP FINANCIAL STATEMENTS

For the year ended 31 December 2025

1. General information

Amcomri Group plc is the ultimate parent company of the 'Buy, Improve, Build' UK focused specialist engineering services and industrial manufacturing group. Amcomri Group plc is incorporated and domiciled in the UK and its registered office is 16/18 Beak Street, London, W1F 9RD.

2. Material accounting policy information

2.1 Basis of preparation

The Group's consolidated financial statements have been prepared on a going concern basis and under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through profit or loss.

Being quoted on the AIM Market of the London Stock Exchange, the Company has prepared its consolidated financial statements in accordance with UK-adopted international accounting standards ("IAS") and those parts of the Companies Act 2006 that apply to companies reporting under UK-adopted IAS. Accordingly, these financial statements have been prepared in accordance with the accounting policies set out below which are based on the aforementioned UK-adopted IAS and in effect at 31 December 2025. The accounting policies have been consistently applied unless otherwise stated.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The preparation of financial statements in conformity with UK-adopted IAS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Details of the key estimates and judgements in these financial statements have been detailed in note 3.

2.2 Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Profit or loss and other comprehensive income of subsidiaries acquired during the year are recognised from the effective date of acquisition, as applicable. Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control, the Group takes into consideration potential voting rights. The acquisition date is the date on which control is transferred to the acquirer. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group's interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

2.3 Adopted IFRS not yet applied

(a) New standards and amendments to existing standards effective 1 January 2025

There are no standards, amendments to standards or interpretations that are effective for annual periods beginning on 1 January 2025 that have a material effect on the financial statements of the Group.

(b) New standards, amendments and interpretations effective after 1 January 2025 and that have not been early adopted

A number of new standards, amendments to standards and interpretations are effective for annual periods beginning after 1 January 2025, and have not been early adopted in preparing these financial statements. The Group's assessment of the impact of these new standards and amendments is set out below:

·          Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026)

The IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. Among other amendments, the IASB clarified the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system.

·          IFRS 18 Presentation and Disclosure in Financial Statements (effective for annual periods beginning on or after 1 January 2027)

The IASB issued the new standard on presentation and disclosure in financial statements, which replaces IAS 1, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

·         the structure of the statement of profit or loss with defined subtotals;

·         the requirement to determine the most useful structured summary for presenting expenses in the statement of profit or loss;

·         required disclosures in a single note within the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and

·         enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

The Group is currently still assessing the effect of the forthcoming standard and amendments. No other new standards or amendments to standards are expected to have a material effect on the financial statements of the Group.

2.4 Going concern

The directors, have a reasonable expectation that the Group has adequate resources to continue operating as a going concern for the foreseeable future.

Having considered the Group's and the Company's cash flow forecasts, current and anticipated trading volumes, together with current and anticipated levels of cash, debt and the availability of committed borrowing facilities, the directors are satisfied that the Group and the Company have sufficient resources to continue in operation for the foreseeable future, a period of at least 12 months from the date of signing of these financial statements, and accordingly, they continue to adopt the going concern basis in preparing the Group and Company financial statements.

In reviewing the appropriateness of the going concern assumption, management have prepared forecasts covering the going concern period, being a period of at least 12 months from the approval of these financial statements. In making this assessment, the Directors have considered a reasonable basis of sensitivity incorporating a plausible downside scenario and the impact that this may have on the projections for the Group and the Company in the going concern period. In forming this view, the Directors have also reviewed the Group's compliance with existing debt covenants and are satisfied that the forecasts indicate continued compliance throughout the going concern period. The Directors are satisfied that the Company and Group have adequate cash resources available to meet the obligations of the Group and the Company as they fall due in the going concern period.

2.5 Business combinations

The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred.

Consideration transferred as part of a business combination does not include amounts related to the settlement of pre‑existing relationships. The gain or loss on the settlement of any pre-existing relationship is recognised in profit or loss.

Assets acquired and liabilities assumed are measured at their acquisition date fair values.

2.6 Foreign currency translation

Functional and presentation currency

These financial statements are presented in pound sterling (£), which is the Group's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items denominated in foreign currency at period-end exchange rates are recognised in profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Foreign operations

In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than pound sterling are translated into pound sterling upon consolidation. The functional currencies of entities within the Group have remained unchanged during the reporting period.

On consolidation, assets and liabilities have been translated into pound sterling at the closing rate at the reporting date. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into pound sterling at the closing rate. Income and expenses have been translated into pound sterling at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognised in the currency translation reserve in equity. On disposal of a foreign operation, the related cumulative translation differences recognised in equity are reclassified to profit or loss and are recognised as part of the gain or loss on disposal.

2.7 Revenue

Revenue arises mainly from the sale of goods and servicing income.

To determine whether to recognise revenue, the Group follows the below process:

·          Identifying the contract with a customer

·          Identifying the performance obligations

·          Determining the transaction price

·          Allocating the transaction price to the performance obligations, and

·          Recognising revenue when/as performance obligation(s) are satisfied.

The Group often enters into customer contracts to supply a bundle of products and services. The contract is then assessed to determine whether it contains a single combined performance obligation or multiple performance obligations. If applicable the total transaction price is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The transaction price for a contract excludes any amounts collected on behalf of third parties.

Revenue is recognised either at a point in time or over time, when (or as) the Group satisfies performance obligations by transferring the promised goods or services to its customers.

The Group recognises contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as other liabilities in its Consolidated Statement of Financial Position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognises either a contract asset or a receivable in its Consolidated Statement of Financial Position, depending on whether something other than the passage of time is required before the consideration is due.

Sale of goods

Revenue from the sale of goods is recognised at the point in time when the customer obtains control of the goods which is based on the delivery terms of the contract or point in time. Revenue is recognised over time using the output method in the case of longer term contracts or where the performance obligation is satisfied over time.

Rendering of services

Turnover from a contract to provide services is recognised in line with the performance obligations specified in the customer contract or on transfer of control of services to the customer. Revenue is recognised as follows:

·          where the Group has a contractual right to receive payment for work performed to date, revenue is recognised over time as services are provided, using a percentage‑of‑completion approach, measured by an input method based on time spent; and

·          where the Group does not have a contractual right to receive payment for work performed until the customer has certified or otherwise accepted the completed work, revenue is recognised at a point in time, being the moment the work is approved or the performance obligation is otherwise fully satisfied. Until such approval or acceptance, amounts relating to work performed are recognised as a contract asset.

Segmental reporting

The Group's activities are predominantly in specialist maintenance, overhaul and services to safety critical energy, process and rail markets, and production equipment and printing services to the electronic and electrical markets. The Group operates two main operating segments: Embedded engineering and B2B manufacturing.

Operating segments are reported in a manner consistent with internal reporting provided to the Directors, who are responsible for allocating and assessing performance of the operating segments.

2.8 Finance income and expense

Interest income is recognised in profit or loss using the effective interest method.

Borrowing costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

2.9 Other income

Other income is the gain recognised on acquisition in the year where the consideration paid is less than the fair value of net assets acquired (see note 22).

2.10 Operating costs

Operating expenses are recognised in profit or loss upon utilisation of the service or as incurred. Operating costs include amounts presented as cost of sales, distribution costs and administrative expenses.

2.11 Exceptional & non-recurring items

Exceptional items are disclosed separately in the statement of profit and loss where it is necessary to do so to provide further understanding of the financial performance of the Group. Exceptional items are items of one-off income or expense that have been shown separately due to the significance of their nature or amount. Exceptional items include restructuring and acquisition-related costs, redundancy costs, disposal of assets and professional fees related to the Group's admission to the AIM Market of the London Stock Exchange (see note 10).

2.12 Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company and the Group operate and generate income.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for:

·          the initial recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and

·          differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance sheet date. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

2.13 Intangible assets

Goodwill

Goodwill represents the future economic benefits arising from a business combination that are not individually identified and separately recognised. Goodwill is carried at cost less accumulated impairment losses.

For the purposes of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), that is expected to benefit from the synergies of the combination. Assets are grouped at the lowest level for which there are largely independent cash inflows. Goodwill impairment reviews are undertaken annually. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Gains on bargain purchases are recognised in the consolidated comprehensive income in the period to which they relate in full.

Customer relationships

Separately acquired customer relationships are recorded at historic cost. Customer relationships acquired in a business combination are recognised at fair value at the acquisition date. Customer relationships have a finite useful life and are carried at cost less accumulated amortisation and impairment. Amortisation is calculated using the straight line method to allocate the cost of customer relationships over their estimated useful lives of 20 years.

Computer software

Costs that are directly attributable to a project's development phase are recognised as intangible assets, provided they meet all of the following recognition requirements:

·          the development costs can be measured reliably;

·          the project is technically and commercially feasible;

·          the Group intends to and has sufficient resources to complete the project;

·          the Group has the ability to use or sell the software; and

·          the software will generate probable future economic benefits.

Computer software is amortised over a period of 5 - 10 years.

2.14 Tangible fixed assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and impairment losses. Costs include the original purchase price of the assets and the costs attributable to bringing the assets to its working condition for intended use.

Depreciation is recognised on a straight-line basis to write down the cost less estimated residual value of buildings, IT equipment and other equipment. The following useful lives are applied:

Freehold property	2%
Plant and machinery	10%-25%
Motor vehicles	20%-33%
Fixtures and fittings	10%-25%

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss either within other income or administrative expenses.

2.15 Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes all expenses directly attributable to the manufacturing process as well as suitable portion of related production overheads, based on normal operating capacity. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any directly attributable selling expenses.

2.16 Trade receivables

Trade receivables are amounts due from customers for goods sold or services rendered in the ordinary course of business. If collection is expected within one year, they are classified as current assets. If not, they are classified as non-current assets. Trade receivables are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provisions for impairment. The Group assesses impairment based on the lifetime of expected credit losses.

2.17 Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year. If not, they are presented as non current liabilities. Trade payables are recognised initially at the transaction price and subsequently recognised at amortised cost using the effective interest method.

2.18 Leases

Group as a lessee

The Group makes the use of leasing arrangements principally for the provision of the manufacturing facilities, warehouses and related facilities, and IT equipment and motor vehicles. The rental contracts for property are typically negotiated for terms of between 3 and 50 years and some of these have extension terms. Lease terms for fixtures & fittings and equipment and motor vehicles have lease terms of between 6 months and 10 years without any extension terms. The Group does not enter into sale and leaseback arrangements. All the leases are negotiated on an individual basis and contain a wide variety of different terms and conditions such as purchase options and escalation clauses.

The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

At lease commencement date, the Group recognises a right-of-use asset and a lease liability in its Consolidated Statement of Financial Position. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).

The Group depreciates the right-of-use asset on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. The incremental borrowing rate is the estimated rate that the Group would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of the Group.

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arise from a change in the lease term or a change in the assessment of an option to purchase a leased asset.

The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to items of office equipment such as desks, chairs, and certain IT equipment. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in profit or loss on a straight-line basis over the lease term.

2.19 Cash and cash equivalents

Cash and cash equivalents comprise of cash on hand and demand deposits, together with other short term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

2.20 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received, and the amount of the receivable can be measured reliably. The provisions are tested annually for impairment.

2.21 Financial instruments

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Classification and measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable). Financial assets, other than those designated and effective as hedging instruments, are classified into one of the following categories:

·          amortised cost

·          fair value through profit or loss (FVTPL), or

·          fair value through other comprehensive income (FVOCI).

In the periods presented the Group does not have any financial assets categorised as FVTPL or FVOCI.

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

IFRS 9's impairment requirements use forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. Instruments within the scope of the requirements include loans and other debt‑type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

The Group considers a broader range of information when assessing credit risk and measuring expected credit losses, including past events, current conditions and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables and contract assets, the Group applies the IFRS 9 simplified approach, which uses a lifetime expected credit loss allowance. To measure the expected credit losses, receivables are grouped based on specific credit risk categories of the entities in which they operate. The expected loss rates are based on payment profiles of sales over a period of 12 months and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors expected to impact the customers to which they relate.

Classification and measurement of financial liabilities

The Group's financial liabilities include borrowings and trade and other payables.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at FVTPL.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss.

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

Offsetting

Financial assets and liabilities are offset, and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis. The legally enforceable right must not be contingent on future events and must be in the normal course of business.

2.22 Impairment of non-financial assets

Assets that are subject to amortisation are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds the recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risk specific to the asset for which the estimate of future cash flows have not been adjusted. An impairment loss is recognised immediately in the profit and loss account, unless the relevant asset is carried at the revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. A reversal of an impairment loss is recognised immediately in profit and loss, unless the relevant asset is carried at the revalued amount, in which case this reversal is taken to the revaluation reserve.

2.23 Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when they are declared by the directors. In the case of final dividends, this is when they are approved by the shareholders at the annual general meeting.

2.24 Non-controlling interests

For business combinations, the Group initially recognised any non-controlling interest in the acquiree at the non‑controlling interest's proportionate share of the acquiree's net assets.

The total comprehensive income of non-wholly owned subsidiaries is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

2.25 Post-employment benefits and short-term employment benefits

Post-employment benefit plans

The Group provides post-employment benefits through various defined contribution plans.

Defined contribution plans

The Group pays fixed contributions into independent entities in relation to several retirement plans and insurances for individual employees. The Group has no legal or constructive obligations to pay contributions in addition to its fixed contributions, which are recognised as an expense in the period that related employee services are received.

Short-term employee benefits

Short-term employee benefits, including holiday entitlement, are current liabilities included in pension and other employee obligations, measured at the undiscounted amount the Group expects to pay as a result of the unused entitlement.

2.26 Borrowings

All borrowings are initially recorded at the amount of proceeds received, net of transaction costs. Borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge in the income statement over the period of the borrowing. Interest expense is recognised on the basis of the effective interest method and is included in finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

2.27 Share capital and reserves

Ordinary share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on the present value basis.

Share premium reserve

The share premium reserve represents the agreed value of the shares issued above the nominal value. Any transaction costs associated with the issuing of shares are deducted from the share premium, net of any related income tax benefits.

Retained earnings

Retained earnings includes all current and prior period retained profits.

The company's share-based payments are recognised as equity settled share-based payments as the employees will receive shares after the vesting period. Share-based compensation is recognised as an expense in the Consolidated Statement of Comprehensive Income with a corresponding credit to retained equity and reserves. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of share options that are expected to become exercisable. For equity settled shares, a fair value of the share option is established at the date the shares are granted, and the cost is spread over the vesting period.

3. Accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

Estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where it affects current and future periods.

Judgements made in applying the accounting policies of the Group:

Revenue recognition

For the Group's contracts with customers, judgements are required to assess whether control is transferred to customers over time or at a point in time. Where control over the specific performance obligations is transferred over time, judgements are required regarding the progress towards completion. The Group measures certain contracts using the output method, measuring progress based on costs incurred relative to total expected costs. Contracts with specific performance obligations are measured using the output method, where progress is based on milestones or outputs achieved.

Estimates made in applying the accounting policies of the Group:

Business combinations

Management uses various valuation techniques when determining the fair values of certain assets and liabilities acquired in a business combination. In particular, the fair value of contingent consideration is dependent on the outcome of many variables including the acquirees' future profitability. In making this assessment, management have used current performance, and projected future performance to determine whether a liability has arisen. Details of amounts recognised including the value of contingent consideration are disclosed in note 22.

Leases - determination of the appropriate discount rate to measure lease liabilities

As noted above, the Group enters into leases with third-party landlords and as a consequence, the rate implicit in the relevant lease is not readily determinable. Therefore, the Group uses its incremental borrowing rate as the discount rate for determining its lease liabilities at the lease commencement date. The incremental borrowing rate is the rate of interest that the Group would have to pay to borrow over similar terms which requires estimations when no observable rates are available. The average discount rate used in the calculation of lease liabilities is 5%.

The Group consults with its main bankers to determine what interest rate they would expect to charge the Group to borrow money to purchase a similar asset to that which is being leased. Details on the amounts recognised as Right‑of-use assets and Lease liabilities are disclosed in note 15.

Useful life of assets

The annual depreciation charge depends primarily on the estimated lives of each type of asset. The Directors annually review these asset lives and adjust them as necessary to reflect the current thinking of remaining useful lives in light of technological change, prospective economic utilisation and physical condition of the assets concerned. Changes in asset lives can have a significant impact on depreciation charges for the period. There were no changes in the useful life of assets in the year, and no impairment adjustments recognised. The net value of depreciated assets together with the depreciation charge for the year is disclosed in note 14.

Provision in respect of trade and other debtors

The company estimates the allowance for trade and other debtors based on an assessment of specific accounts where the company has objective evidence comprising default in payment terms of significant financial difficulty that certain customers are unable to meet their financial obligations. In these cases, judgement is used on the best available facts and circumstances including, but not limited to, length of relationship and historical events. The provision for specific bad debts for the year is disclosed in note 17.

Provision in respect of stock

The company makes a number of estimates that are subjective in nature, in respect of provisions for inventory whose carrying value may not be realised. The company uses a variety of sources to determine provision rates against specific stock categories, including historical sales patterns, post year end performance and age. Any change in these factors would impact the provision for stock and would result in a change in the carrying value. The stock provision has been disclosed in note 16.

Impairment of non-financial assets, goodwill and other intangible assets

The Group tests at least annually whether other non-financial assets, goodwill and other intangible assets have suffered any impairment in accordance with its accounting policies. In assessing impairment, management estimates the recoverable amount of each asset or cash generating unit based on expected future cash flows and uses an interest rate to discount them (value in use). Estimating uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate which can have a material impact on the respective valuations used for the impairment test. As at 31 December 2025, the Group did not identify any impairment indicators of goodwill or other intangible assets.

Useful life of other intangible assets - customer relationships

The Group estimates the useful life of other intangible assets - customer relationships, using certain financial and non-financial information and historical trends. The useful life of customer relationships is 20 years. Further information on customer relationships is disclosed in note 13.

4. Revenue

The following is an analysis of the Group's revenue for the year from continuing operations:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Sale of goods	44,229	41,653
Servicing income	26,709	16,413
	70,938	58,066

Analysis of revenue by country of destination:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
United Kingdom	67,825	56,017
Rest of Europe	2,073	1,138
Rest of the World	1,040	911
	70,938	58,066

Of the revenue generated in the period £44.2m relates to revenue recognised at a point in time and £26.7m relates to revenue recognised over time (2024: £41.7m / £16.4m).

Total amount included in contract assets relating to revenue recognised but not invoiced was £1,142,000 (2024: £418,000).

Total amount included in contract liabilities relating to revenue invoiced but deferred was £1,481,000 (2024: £1,355,000).

5. Segmental reporting

Segmental information for the reporting year is as follows:

	For the year ended 31 December 2025
	Embedded	B2B
	engineering	manufacturing	Other	Total
	£'000	£'000	£'000	£'000
Revenue	37,181	33,757	-	70,938
Cost of sales	(22,493)	(22,525)	71	(44,947)
Gross profit	14,688	11,232	71	25,991
Depreciation and amortisation	(1,178)	(1,111)	(31)	(2,320)
Other expenses	(7,345)	(7,069)	(3,165)	(17,579)
Operating profit	6,165	3,052	(3,125)	6,092
Interest	(1,211)	(1,414)	639	(1,986)
Profit before tax	4,954	1,638	(2,486)	4,106
Taxation	(1,119)	(543)	522	(1,140)
Profit	3,835	1,095	(1,964)	2,966
Segmental assets	29,702	17,356	20,751	67,809
Segmental liabilities	(27,391)	(22,588)	5,843	(44,136)

	For the year ended 31 December 2024
	Embedded	B2B
	engineering	manufacturing	Other	Total
	£'000	£'000	£'000	£'000
Revenue	25,699	32,367	-	58,066
Cost of sales	(14,507)	(22,396)	-	(36,903)
Gross profit	11,192	9,971	-	21,163
Depreciation and amortisation	(973)	(979)	(9)	(1,961)
Other expenses	(5,786)	(6,591)	(2,956)	(15,333)
Operating profit	4,433	2,401	(2,965)	3,869
Interest	(1,132)	(1,448)	386	(2,194)
Profit before tax	3,301	953	(2,579)	1,675
Taxation	(851)	(330)	545	(636)
Profit	2,450	623	(2,034)	1,039
Segmental assets	23,137	23,643	12,344	59,124
Segmental liabilities	(21,697)	(22,992)	5,978	(38,711)

Other items relate to the Group's head office costs. Other assets and liabilities include borrowings, intangible assets and goodwill raising on acquisitions, deferred tax and parent company assets.

During 2025, 11% of the Group's revenues depended on a single customer in the embedded engineering segment. No one single customer accounted for more than 3% of revenue in 2024.

6. Other operating income

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Other operating income	5	72
	5	72

Other operating income relates to items such as insurance claim receipts in the year.

7. Employee costs

The average number of people employed by the Group (including directors) during the year was as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	Number	Number
Directors	18	10
Administration and sales	131	121
Production	273	234
	422	365

The aggregate remuneration costs of these employees are presented below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Wages and salaries	18,808	12,926
Social security costs	2,415	1,328
Pension costs	783	506
	22,006	14,760

The remuneration costs of the Group's directors were:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Directors' emoluments	1,381	1,289
Directors' pensions	40	44
	1,421	1,333

Remuneration of the highest paid director was £512,000 including pension of £13,000 (2024: £539,614, pension £17,740).

Key management compensation

Key management personnel are considered to be the directors, being those persons having authority and responsibility for planning, directing and controlling the activities of the Group, both directly and indirectly. The total remuneration of key management and the directors of the Group combined was £3,819,616 (2024: £2,543,896).

8. Finance income

Finance income comprises of:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Interest receivable	96	14
	96	14

9. Finance cost

Finance cost comprises of:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Bank charges and interest	27	10
Interest on bank loans	1,596	1,697
Interest on related party loans	23	173
Lease interest	436	328
	2,082	2,208

10. Operating profit

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Revenue	70,938	58,066
Changes in inventories of finished goods and work in progress	83	(2,037)
Raw materials and consumables used	35,161	29,877
Depreciation and amortisation	2,320	1,961
Employee benefits expenses	22,006	14,760
Distribution costs	324	566
Exceptional expenses	378	1,574
Other operating income	(5)	(72)
Other operating expense	4,579	7,568
	64,846	54,197
Total operating profit	6,092	3,869

Other operating expenses comprise of other administrative expenses such as rent & rates, utilities, insurance and other related administration expenses.

Operating exceptional items comprise:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Exceptional items
Restructuring and acquisition-related costs	167	-
Redundancy costs	312	-
(Gain)/loss on disposal of assets	(101)	-
Group IPO professional fees	-	1,574
	378	1,574

In 2024, the Group incurred transaction and other IPO related costs of £1,815,000 as a result of the admission of the Group's issued and to be issued ordinary shares to trading on AIM. £1,574,000 was included within operating profit, and £241,000 was offset against share premium in accordance with IAS 32 - financial instruments.

Auditors' remuneration for audit services during the year was:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Auditors' remuneration
Audit services in respect of the parent company	82	85
Audit services in respect of subsidiaries of the parent	225	206
Audit services in respect of interim review of financial information under ISRE 2410	25	-
Audit services in respect of parent balance sheet requirement for re-registration as PLC	-	16
	332	307

11. Alternative performance measures

Group's adjusted EBITDA is calculated after the following add backs:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Operating profit	6,092	3,869
add back:
Depreciation and amortisation	2,320	1,961
Exceptional items	378	1,574
Other non-trading administrative expenses (included within administrative expenses)	360	859
Gain on bargain purchase	-	(592)
Adjusted EBITDA	9,150	7,671

12. Corporation tax

Amounts recognised in profit and loss

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Corporation tax
Current tax on profits for the year	1,252	688
Adjustment in respect of prior periods	(371)	(37)
Total current tax charge	881	651
Deferred tax
Origination and reversal of temporary differences	(55)	(15)
Adjustment in respect of prior periods	314	-
Total deferred tax (credit)/charge	259	(15)
Taxation charge on continuing operations	1,140	636

Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Profit before corporation tax	4,106	1,675
Tax at the UK tax rate 25% (2024: 25%)	1,027	419
Effects of:
Fixed asset differences	79	87
Expenses not deductible for tax purposes	42	282
Other permanent differences	1,453	2,440
Chargeable gains	48	-
Non-taxable income	(3)	(155)
Exempt ABGH distributions	(1,362)	(2,465)
Timing differences	(83)	(169)
Group relief surrendered	-	219
Adjustments in respect of prior periods	(57)	(37)
Movements in deferred tax not recognised	(4)	15
Total tax expense	1,140	636

Factors that may affect future tax charges

Deferred tax has been calculated at the rate at which the balances are expected to be settled, based on tax rates that have been substantively enacted at the balance sheet date (see note 21).

13. Intangible assets

		Customer	Computer
	Goodwill	relationships	software	Total
	£'000	£'000	£'000	£'000
Cost
As at 31 December 2024	10,545	7,465	204	18,214
Additions	6,453	-	130	6,583
As at 31 December 2025	16,998	7,465	334	24,797
Amortisation
As at 31 December 2024	-	(837)	(48)	(885)
Charge for the year	-	(373)	(58)	(431)
As at 31 December 2025	-	(1,210)	(106)	(1,316)
Net book value
At 31 December 2025	16,998	6,255	228	23,481
		Customer	Computer
	Goodwill	relationships	software	Total
	£'000	£'000	£'000	£'000
Cost
As at 31 December 2023	10,536	7,465	137	18,138
Additions	69	-	67	136
Disposals	(60)	-	-	(60)
As at 31 December 2024	10,545	7,465	204	18,214
Amortisation
As at 31 December 2023	-	(463)	(16)	(479)
Charge for the year	-	(374)	(32)	(406)
As at 31 December 2024	-	(837)	(48)	(885)
Net book value
At 31 December 2024	10,545	6,628	156	17,329
At 31 December 2023	10,536	7,002	121	17,659

The useful life of these assets has been disclosed in note 2.13.

As described in note 2, the Group recognises goodwill and intangible assets arising on its acquisitions during the year. The determination of the fair value of assets and liabilities including goodwill arising on the acquisition of businesses and the acquisition of other intangible assets arising from the acquisition as part of business combinations which is expected to generate future economic benefits, are based to a considerable extent on management's judgement.

The useful life used to amortise intangible assets relates to the expected future performance of the assets acquired and management's estimate of the period over which economic benefit will be derived from the asset. The estimated useful life principally reflects management's view of the average economic life of each asset and is assessed by reference to historical data and future expectations.

The fair values of customer relationships acquired through business combinations are based on the Multi-Period Excess Earnings Method ("MEEM") which is within the income approach. The MEEM estimated value is based on expected future earnings attributable to the agreements which have been discounted to a net present value using discount rates of between 7.3% and 10.8%, based on the Group's weighted average cost of capital ("WACC"). This is after returns are paid/charged to complementary assets which are used in conjunction with the valued asset to generate the earnings associated with it. The discount rates reflect appropriate adjustments relating to market risk and specific risk factors of each segment.

The goodwill rate of return is the return that causes the business enterprise value rate of return to equal the WACC. The implied rate of return on goodwill is based on the selected rates of return for each asset and the WACC is generally higher than any other asset as goodwill is the riskiest asset and should require the highest rate of return.

Management undertakes an annual test for impairment of indefinite lived assets and, for finite lived assets, to test for impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Group prepares and approves a detailed annual budget and long-term strategic plan for its operations, which are used as part of the impairment review. The value in use is calculated on the basis of projected cashflows for five years together with the terminal value at the end of the five years, which is computed by reference to projected year six cashflows and discounted. There was no requirement for any impairment provision at 31 December 2025 (2024: £nil). The key assumptions in determining the value in use are:

Revenue and margins: These are derived from the detailed 2026 budgets which are built up with reference to markets and product categories.

Discount rate: Cashflows are discounted using WACC of 10.3% per annum (2024: 9.3%), calculated by reference to year‑end data on equity values and interest, dividend and tax rates.

Long-term growth rates: 3% long-term growth rate takes into account UK industry growth expectations.

Management has considered the requirement under IAS 36.134(f) to disclose sensitivities where a reasonably possible change in key assumptions could cause the carrying amount to exceed the recoverable amount. Given the level of headroom across all CGUs, management concluded that no reasonably possible change in discount rate, growth rate or margin assumptions would eliminate headroom or result in an impairment. As such, sensitivity disclosures are not required.

14. Property, plant and equipment

Details of the Group's property, plant and equipment and their carrying amounts are as follows:

	Freehold	Plant and	Motor	Fixtures and
	property	machinery	vehicles	fittings	Total
	£'000	£'000	£'000	£'000	£'000
Cost
As at 31 December 2024	3,564	6,010	648	1,724	11,946
Additions	13	1,659	72	225	1,969
Acquisitions	-	78	123	119	320
Disposals	-	(332)	(123)	(222)	(677)
Reclassification (note 15)	-	(2,523)	(466)	-	(2,989)
As at 31 December 2025	3,577	4,892	254	1,846	10,569
Depreciation
As at 31 December 2024	(573)	(2,923)	(283)	(1,028)	(4,807)
Charge for the year	(68)	(404)	(84)	(226)	(782)
Disposals	-	327	100	209	636
Reclassification (note 15)	-	189	265	-	454
As at 31 December 2025	(641)	(2,811)	(2)	(1,045)	(4,499)
Net book value
At 31 December 2025	2,936	2,081	252	801	6,070

	Freehold	Plant and	Motor	Fixtures and
	property	machinery	vehicles	fittings	Total
	£'000	£'000	£'000	£'000	£'000
Cost
As at 31 December 2023	3,507	3,668	648	1,472	9,295
Additions	7	942	121	292	1,362
Acquisitions	50	1,773	-	50	1,873
Disposals	-	(373)	(121)	(90)	(584)
As at 31 December 2024	3,564	6,010	648	1,724	11,946
Depreciation
As at 31 December 2023	(438)	(2,851)	(225)	(927)	(4,441)
Charge for the year	(135)	(433)	(121)	(186)	(875)
Disposals	-	361	63	85	509
As at 31 December 2024	(573)	(2,923)	(283)	(1,028)	(4,807)
Net book value
At 31 December 2024	2,991	3,087	365	696	7,139
At 31 December 2023	3,069	817	423	545	4,854

The useful life of the tangible assets has been disclosed in note 2.14. During the year, £2,535,000 was reclassified to right-of-use assets.

15. Right-of-use assets

		Motor
	Property	vehicles	IT equipment	Total
	£'000	£'000	£'000	£'000
Cost
As at 31 December 2024	5,548	152	344	6,044
Additions	660	269	-	929
Additions on acquisition	785	75	4	864
Disposals	-	-	(39)	(39)
Reclassification (note 14)	-	466	2,523	2,989
As at 31 December 2025	6,993	962	2,832	10,787
Depreciation
As at 31 December 2024	(1,528)	(17)	(264)	(1,809)
Disposals	-	-	39	39
Charge for the year	(749)	(156)	(203)	(1,108)
Reclassification (note 14)	-	(265)	(189)	(454)
As at 31 December 2025	(2,277)	(438)	(617)	(3,332)
Net book value
At 31 December 2025	4,716	524	2,215	7,455

		Motor
	Property	vehicles	IT equipment	Total
	£'000	£'000	£'000	£'000
Cost
As at 31 December 2023	4,078	647	343	5,068
Additions	1,716	129	1	1,846
Additions on acquisition	94	11	-	105
Disposals	(340)	(635)	-	(975)
As at 31 December 2024	5,548	152	344	6,044
Depreciation
As at 31 December 2023	(1,178)	(344)	(195)	(1,717)
Additions on acquisition	(112)	(15)	-	(127)
Disposals	340	375	-	715
Charge for the year	(578)	(33)	(69)	(680)
As at 31 December 2024	(1,528)	(17)	(264)	(1,809)
Net book value
At 31 December 2024	4,020	135	80	4,235
At 31 December 2023	2,900	303	148	3,351

During the year, £2,535,000 was reclassified from property, plant and equipment and motor vehicles.

Lease liabilities are presented in the consolidated statement of financial position as follows:

	31 December	31 December
	2025	2024
	£'000	£'000
Current (<1 year)	1,536	1,267
Non-current (1-2 years)	1,479	1,118
Non-current (2-5 years)	2,907	2,335
Non-current (over 5 years)	1,379	1,369
	7,301	6,089

The following amounts have been recognised in the profit and loss for which the Group is a lessee:

	31 December	31 December
	2025	2024
	£'000	£'000
Depreciation expense	1,108	680
Lease liability interest expense	436	328
	1,544	1,008

Amounts recognised in the statement of cashflows:

	31 December	31 December
	2025	2024
	£'000	£'000
Amounts recognised as cash outflows for lease obligations	629	778
	629	778

16. Inventories

Inventories consist of the following at year end:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Raw materials	2,801	2,738
Work-in-progress	1,398	908
Finished goods	2,660	3,130
	6,859	6,776

Inventories have been stated after a provision of £398,631 (2024: £589,770). The replacement value of inventory does not materially differ to the total balances by category.

17. Trade and other receivables

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Trade receivables	11,949	9,072
Prepayments	1,269	1,410
Other receivables	2,148	1,086
	15,366	11,568

All amounts are short-term. The net carrying value of trade receivables is considered a reasonable approximation of fair value. The maximum exposure to customer credit risk at the reporting date is the currency value of trade receivables noted above. While the majority of trade and other receivables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary whose functional currency is EUR. The euro-denominated balances are not material in the context of the Group's total receivables.

Total provision for bad debts included within trade receivables is £nil (2024: £1,829).

Other receivables include £526,645 (2024: £544,500) of tax receivable which is deemed to have a low credit risk.

Other receivables include £1,142,000 (2024: £418,000) of contract assets relating to revenue recognised but not invoiced.

Age of trade receivables

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Neither past due nor impaired
<30 days	6,372	4,102
30 - 60 days	3,931	3,421
61 - 90 days	1,442	1,359
91 -120 days	81	192
120 days +	123	(2)
	11,949	9,072

No expected credit losses have been recognised relating to customers for whom there is no recent history of default and for which there are no other indications that they will not be able to meet their obligations.

Other receivables includes £1,142,000 of contract assets (2024: £418,000). The following table shows the movement in contract assets:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Neither past due nor impaired
Contract assets at the beginning of the year	418	308
Revenue recognised in prior year that was invoiced in the current year	(418)	(308)
Amounts recognised in revenue in the current year that will be invoiced in future year	1,142	418
Balance at the end of the year before ECL	1,142	418
ECL provision against contract assets	-	-
Balance at the end of the year as reported above	1,142	418

18. Cash and cash equivalents

Cash and cash equivalents consist of the following:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Cash and cash equivalents	8,578	12,077
- British Pounds	7,193	11,564
- Euro	1,372	487
- US Dollar	13	26
	8,578	12,077

Cash at bank earns interest at a floating rate based on daily bank deposit rates. Short-term deposits are made for varying periods of between one day and three months, depending on the requirements of the group. All amounts held at the bank are considered liquid as they are not restricted.

Currency risk is discussed in note 25.

19. Trade and other payables

Trade and other payables consist of the following:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Current
Trade payables	5,653	4,900
Accruals	1,982	2,427
Deferred income	1,481	1,355
Other taxes and social securities	2,913	2,027
Contingent consideration	3,042	2,299
Government grants	26	50
Other payables	541	436
	15,638	13,494

All amounts are short‑term. The carrying value of trade payables and short‑term bank overdrafts is considered to be a reasonable approximation of fair value. While the majority of trade and other payables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary with a EUR functional currency. The euro‑denominated balances are not material in the context of the Group's total payables.

Deferred income consists of the following:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Deferred service income	214	246
Contract liabilities	1,208	1,011
Arrangement fee income	59	98
	1,481	1,355

Contract liabilities and deferred service income represents customer payments received in advance of performances that are expected to be recognised as revenue in 2026.

The amounts recognised as deferred service income and contract liabilities for 2024 were recognised in revenue during 2025.

Arrangement fee income is deferred over the life of the loan typically a term of 3 years.

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Non-current
Contingent consideration	1,567	1,629
	1,567	1,629

Deferred consideration can form a part of the acquisition price paid to sellers when the Group acquires a new company. It is obliged to pay a certain amount at a specified date after the date of acquisition.

20. Borrowings

Borrowings include the following financial liabilities:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Current
Loans and borrowings	2,170	1,776
Invoice discounting	2,694	2,911
	4,864	4,687
Non-current
Loans and borrowings	8,656	7,374
Invoice discounting	1,726	2,142
	10,382	9,516

Loans and borrowings are secured by fixed and floating charges over the assets of the company and are repayable within 10 years. Interest accrues on loans and borrowings at rates between 2.69% and 6.5% above the base rate of the Bank of England.

Invoice discounting includes balances drawn down on the company invoice discounting facility, which are secured by floating and fixed charges over the Group's assets. These incur interest at rates between 2.5% and 3% above the base rate of the Bank of England.

The changes in the Group's liabilities arising from financing activities can be classified as follows:

	Loans and	Invoice	Lease
	borrowings	discounting	liabilities	Total
	£'000	£'000	£'000	£'000
Balance at 1 January 2024	11,690	2,911	3,798	18,399
Cash flows
Repayment	(2,540)	(389)	(778)	(3,707)
Proceeds	-	2,531	-	2,531
Interest paid	(1,120)	(578)	(328)	(2,026)
Non-cash
Non-cash changes in lease liabilities	-	-	3,069	3,069
Interest expense	1,120	578	328	2,026
Balance at 31 December 2024	9,150	5,053	6,089	20,292
Balance at 1 January 2025	9,150	5,053	6,089	20,292
Cash flows
Repayment	(798)	(908)	(629)	(2,335)
Proceeds	2,474	275	-	2,749
Interest paid	(999)	(597)	(437)	(2,033)
Non-cash
Non-cash changes in lease liabilities	-	-	1,841	1,841
Interest expense	999	597	437	2,033
Balance at 31 December 2025	10,826	4,420	7,301	22,547

The fair value of the Group's borrowings as presented above approximate to their carrying value.

21. Provisions

	Deferred	Other
	tax liabilities	provisions	Total
	£'000	£'000	£'000
At 31 December 2024	1,929	75	2,004
Additional in the year	403	-	403
Utilised in the year	-	(75)	(75)
At 31 December 2025	2,332	-	2,332

Deferred tax liability of £0.77m (2024: £0.27m) arises from short-term timing differences, and £1.56m (2024: £1.66m) relates to temporary differences on intangible assets.

22. Business combinations

The details of the business combinations in 2025 are as follows:

Name	Date of acquisition	Proportion of voting equity interests acquired	Consideration transferred £'000
EMC Elite Engineering Services Ltd	31/03/2025	100	3,300
Randor Technologies Limited	31/07/2025	100	1,780
Gridcore Electrical Services Limited	27/08/2025	100	25
			5,105

	EMC Elite Engineering Services Ltd £'000	Randor Technologies Limited £'000	Gridcore Electrical Services Limited £'000	Total £'000
Fair value of consideration transferred
Amount settled in cash	3,300	1,780	25	5,105
Fair value of contingent consideration	1,671	1,263	-	2,934
Total	4,971	3,043	25	8,039
Assets acquired and liabilities recognised at the date of acquisition
Non-current assets	1,035	174	-	1,209
Current assets	2,007	291	26	2,324
Non-current liabilities	(90)	-	-	(90)
Current liabilities	(1,529)	(268)	(12)	(1,809)
	1,423	197	14	1,634
Goodwill arising on acquisitions
Consideration transferred	4,971	3,043	25	8,039
Fair value of identifiable net assets acquired	(1,423)	(197)	(14)	(1,634)
	3,548	2,846	11	6,405
Consideration transferred settled in cash	3,300	1,780	25	5,105
Cash and cash equivalents acquired	870	68	-	938
Net cash outflows on acquisition	2,430	1,712	25	4,167
Contribution to Group results post-acquisition
Post-acquisition revenue	10,735	802	-	11,537
Post-acquisition profit	1,203	249	-	1,452
Contribution to Group results if acquisition occurred at commencement of financial year
Revenue	12,004	1,853	22	13,879
Profit (loss)	1,025	(2,137)	14	(1,098)

Gridcore Electrical Services Limited has claimed exemption from audit under section 477 of the Companies Act 2006. The subsidiary is included in the Group financial statements based on unaudited financial information, which the Directors consider to be reliable for the purposes of consolidation.

The details of the business combinations in 2024 were as follows:

Name	Date of acquisition	Proportion of voting equity interests acquired	Consideration transferred £'000
Drurys Engineering Limited	26/02/2024	100	700
Claro Precision Engineering Limited	26/02/2024	100	550
			1,250

	Drurys Engineering Limited £'000	Claro Precision Engineering Limited £'000	Total £'000
Fair value of consideration transferred
Amount settled in cash	700	550	1,250
Total	700	550	1,250
Assets acquired and liabilities recognised at the date of acquisition
Non-current assets	1,254	619	1,873
Current assets	1,410	1,586	2,996
Non-current liabilities	(1,456)	(1,488)	(2,944)
Current liabilities	(50)	(33)	(83)
	1,158	684	1,842
Other income arising on acquisitions
Consideration transferred	700	550	1,250
Fair value of identifiable net assets acquired	(1,158)	(684)	(1,842)
	(458)	(134)	(592)
Consideration transferred settled in cash	700	550	1,250
Cash and cash equivalents acquired	-	-	-
Net cash outflows on acquisition	700	550	1,250
Contribution to Group results post-acquisition
Post-acquisition revenue	3,916	4,469	8,385
Post-acquisition loss	(259)	(28)	(287)

If both acquirees had been acquired at the commencement of the financial year, their contribution to the Group's results would not have differed, as both businesses commenced trading only from the acquisition date.

23. Share capital

	Year ended	Year ended
	31 December	31 December
	2025	2024
Share capital 71,978,912 shares at £0.01	719,790	718,386
	719,790	718,386

Movement in share capital is shown below:

	Year ended	Year ended
	31 December	31 December
	2025	2024
Shares issued and fully paid:
Beginning of the year	718,386	261
Shares issued on reorganisation	-	499,943
Shares issued on listing	-	218,182
Shares issued on the exercise of warrants	1,404	-
	719,790	718,386

All share capital is presented to the nearest full pound.

All ordinary shares rank pari-passu in all respects including voting rights, and the right to receive dividends and distributions, if any, declared or made or paid in respect of ordinary shares.

In 2024, proceeds received in addition to the nominal value of the shares issued during the year were included in share premium less registration and other regulatory fees and net of related tax benefits. Costs of new shares charged to equity amounted to £241,000.

24. Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company Amcomri Group plc as the numerator i.e. no adjustments to profit were necessary in 2025 or 2024.

The reconciliation of the weighted average number of shares for the purposes of diluted earnings per share to the weighted average number of ordinary shares used in the calculation of basic earnings per share is as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	'000	'000
Weighted average number of shares used in basic earnings per share	71,696	29,934
Weighted average number of dilutive shares	1,366	31
Weighted average number of shares used in diluted earnings per share	73,062	29,965

	Year ended	Year ended
	31 December	31 December
	2025	2024 Restated
	pence	pence
Adjusted earnings per share	5.42	9.35
Adjusted diluted earnings per share	5.32	9.34

Adjusted earnings per share have been calculated by adding back the impact of exceptional items, share based payments and amortisation of customer relationships net of their impact on the tax charge.

Adjusted earnings per share for 2024 have been restated to add back share based payments and amortisation of customer relationships.

25. Financial instruments and risk management

The Group's capital management objectives are:

·          to ensure the Group's ability to continue as a going concern, and

·          to provide an adequate return to shareholders by pricing products and services in a way that reflects the level of risk involved in providing those goods and services.

The Group is exposed to various risks in relation to financial instruments including credit risk, liquidity risk and currency risk. The Group's risk management is coordinated by its managing directors. The Group does not actively engage in the trading of financial assets for speculative purposes. The most significant financial risks to which the Group is exposed are described below:

Credit risk

Credit risk arises from cash and cash equivalents as well as any outstanding receivables. Management does not expect any losses from non-performance of these receivables. The amount of exposure to any individual counterparty is subject to a limit, which is assessed by the Board. Total provision for bad debts included within trade receivables is £nil (2024: £1,829) (see note 17).

The net carrying value of trade receivables is considered a reasonable approximation of fair value. The maximum exposure to customer credit risk at the reporting date is the currency value of trade receivables noted above. All trade and other receivables are in British pounds (see note 17).

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Trade receivables	11,949	9,072
Cash and cash equivalents	8,578	12,077
	20,527	21,149

While the majority of trade and other receivables are denominated in British pounds, a small proportion is denominated in euros following the acquisition of a subsidiary whose functional currency is EUR. The euro‑denominated balances are not material in the context of the Group's total receivables.

Currency risk

Foreign currency risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group seeks to transact the majority of its business in its reporting currency (GBP). However, some customers and suppliers are outside the UK and a proportion of these transact with the company in EUR and USD. For this reason, the Group operates current bank accounts in EUR and USD. To the maximum extent possible, receipts and payments in a particular currency are made through the bank account in that currency to reduce the amount of funds translated to or from the reporting currency.

Cash flow projections are used to plan for those occasions when funds will need to be translated into different currencies so that exchange rate risk is minimised. If the exchange rate between sterling and the euro had been 10% higher/lower at the reporting date, the effect on profit would have been approximately £157,275/(£157,275) respectively (2024: £62,071/(£66,071)). The exposure relating to USD is not determined to be material based on the volume of activity and the value of cash held.

During the year, the Group acquired Randor Technologies Limited whose functional currency is the euro. As a result, certain trade receivables and trade payables are now denominated in EUR. At 31 December 2025, EUR‑denominated trade receivables and trade payables were not material in the context of the Group's total receivables and payables; however, they form part of the Group's exposure to foreign currency risk, which continues to be managed in line with the Group's existing treasury practices.

Liquidity risk

The Group's financial instruments are classified as follows:

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Assets measured at amortised cost
Trade receivables	11,949	9,072
Prepayments and other receivables	3,417	2,496
Cash and cash equivalents	8,578	12,077
	23,944	23,645

	Year ended	Year ended
	31 December	31 December
	2025	2024
	£'000	£'000
Liabilities measured at amortised cost
Trade payables	5,653	4,900
Accruals and other payables	7,132	6,791
Leasehold liability	7,301	6,089
Other provisions	-	75
	20,086	17,855

The Group's financial liabilities measured at the contractual undiscounted cash flows matures as follows:

	Loans and	Invoice	Lease	Trade and other
	borrowings	discounting	liabilities	payables	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2025
Less than one year	2,258	2,781	1,878	11,218	18,135
Between one and two years	2,413	1,900	1,791	1,567	7,671
Between two and five years	4,782	-	3,261	-	8,043
Over five years	4,258	-	1,541	-	5,799
	13,711	4,681	8,471	12,785	39,648

	Loans and	Invoice	Lease	Trade and other
	borrowings	discounting	liabilities	payables	Total
	£'000	£'000	£'000	£'000	£'000
Balance at 31 December 2024
Less than one year	1,776	2,911	1,267	10,061	16,015
Between one and two years	1,942	2,142	1,118	1,629	6,831
Between two and five years	3,862	-	2,335	-	6,197
Over five years	1,570	-	1,369	-	2,939
	9,150	5,053	6,089	11,690	31,982

Interest rate risk

The Group is exposed to interest rate risk arising from its borrowings. Changes in market interest rates impact the Group's future interest costs and therefore its profit or loss. This risk is monitored regularly, and the Group does not currently use interest‑rate derivatives to hedge this exposure. The Group's lease liabilities are not subject to cash‑flow interest rate risk because their interest charges do not vary with market interest rates.

The below sensitivity analysis is based on borrowings outstanding at year‑end and assumes all other variables remain constant:

·          A 100-basis point increase in market interest rates would have increased the Group's annual interest expense by approximately £152,460 (2024: £142,030), resulting in a corresponding decrease in profit before tax of the same amount.

·          A 100 basis point decrease in market interest rates would have reduced the Group's annual interest expense by approximately £152,460 (2024: £142,030), resulting in a corresponding increase in profit before tax of the same amount.

26. Result attributable to the parent company

As permitted by Section 408 of the Companies Act 2006, the Parent Company's statement of profit and loss has not been included in these financial statements. The profit dealt with in the financial statements of the Parent Company was £1,366,757 (2024: loss of £1,562,532).

27. Related party transactions

In 2024, the Company had a funding facility with Oranmore Limited, whose majority shareholder is also a shareholder of the Group. As at 31 December 2024, the Company had repaid the full balance of the facility. There is no outstanding balance as at 31 December 2025.

As at 31 December 2025 the Group owed £0.7m (2024: £0.7m) to Fawley Industrial Limited, whose majority shareholder is also a shareholder of the Group.

During the year, the Group was provided services by the following entity whose majority shareholder is also a shareholder of the Group:

Amcomri Management Services Limited - Payments received of £57,934 (2024: £22,211).

There is no outstanding balance as at 31 December 2025 (2024: £nil).

28. Events after the reporting period

In March 2026, Amcomri's wholly owned subsidiary, Gridcore Electrical Services Limited, entered into a conditional agreement to acquire the business and assets of Enerveo Limited's National Compliance and Testing division for £1, with completion expected in May 2026.

 

END