Final Results

CEPS PLC

12 May 2026

 

 CEPS PLC

('CEPS' OR THE 'COMPANY' OR THE 'GROUP')

FINAL RESULTS

The Board of CEPS is pleased to announce its final results for the year ended 31 December 2025.

CHAIRMAN'S STATEMENT

I am pleased to present to shareholders the CEPS final accounts for the year ended 31 December 2025, the 20th Annual Report.

Having spent the last few years working towards 'normalising' the companies in the CEPS Group and their presentation in the Annual Report, I am afraid that once again we have managed to make these accounts very difficult to understand!

However, the principal reason for this is, of course, the crystallisation of the major value in the ICA Group ('ICA'), a point to which I will return in greater detail later.

Macro overview

As Harold Macmillan said whilst Prime Minister, "Events dear boy, events" referring to the things that throw governments off-course. During the past 15 months, the United Kingdom and the wider world seem to have had their fair share of extraordinary domestic events and seemingly 'cataclysmic' world events that have ensured that all media forms have had plenty of material on which to feast.

This last period has been no different. The planned short 'Special Military Operation' instigated by Vladimir Putin's Russia on Ukraine is now into its fifth year. The resilience of the Ukrainian people has been extraordinary as they come through another harsh winter with compromised infrastructure. They have now been striking back deep into Russia, and the war has been brought to the doorsteps of Russians up to 1,000 kilometres away. Some reports now suggest that Russia may be facing mounting strain, both in sustaining its armed forces and in financing the continuation of the campaign.

Recently we have seen the United States President, having gained office partially based on the promise of no more foreign wars, effecting partial regime change in Venezuela and, more recently, throwing the Middle East into turmoil with the major attack on Iran. On the face of it, this seemed to be not thought through with no plan other than to run the Venezuelan 'play book' again. However, it appears that Venezuela and Iran were supplying China with material amounts of its oil at big discounts to world prices. With Venezuelan oil exports now under the 'control' of the USA and shipments being blockaded in the Middle East, the lack of supply will undoubtedly put pressure on China, once it has utilised its large reserves, which might well be part of the strategy.

The attack by the USA appears to have increased tensions in the ongoing conflict between Israel and certain neighbouring regions. The whole Middle East is in great turmoil now, and the impact of this conflict will start to be felt across Europe on a lagged basis if things do not get resolved quickly.

It was evident to us that the UK economy was gently recovering from the massive errors committed by the Labour Government over the first 18 months of its term. There is no need to waste time here listing the multiple 'U-Turns' that the Government has made reflecting a recognition that its original decisions were wrong. The changes to Employer National Insurance costs have had a severe impact on general commercial life, including on all the CEPS companies.

The management of a separate private company in which I am involved has responded to this increased cost burden by opting not to replace an individual who was leaving anyway, has put up prices by 6% instead of a previously planned 4.5% and reduced pay expectations from 4.5% to around 3.5%. So, in one go, the Labour Government has managed to reduce employment, curtail earnings growth and stoke inflation!

The latest economic indicators for the period up to the start of the Middle East conflict had shown inflation continuing to fall, employment levels rising, and growth in GDP ahead of expectations, all leading to an expectation of further cuts in interest rates over the balance of 2026. Unfortunately, the conflict in the Middle East will have major ramifications and, unless the situation is resolved quickly, will have a negative lagged effect. The rise in oil prices will lead to an increase in inflation and cause further caution amongst British consumers.

However, it is important to put things in context. In the last year, the British public was reported to have saved an estimated £192bn, and since the Covid period in 2020, savings are believed to be close to £500bn. At this time, it is expected that increased petrol costs could amount to some £5bn per year.

It is interesting to note that the futures market price of oil and gas for six months' time is significantly lower than the current elevated levels. This reflects the market expectation that the current turmoil in the Middle East will be resolved and that supply of oil and gas will be restored. It is also evident that the supply of LNG has now been extended well beyond the original estimates and that supply is likely to increase and prices should, consequently, decline.

Financial review and performance of the CEPS Group      

CEPS revenue increased to £32.84m from £31.56m, gross profits increased to £14.13m from £13.29m whilst underlying operating profits (excluding exceptional items) marginally declined from £2.42m to £2.37m. Underlying earnings per share decreased from 2.94p to 2.00p (see note 4).

As a consequence of the ICA sales process, this has required presentation of the Consolidated Statement of Comprehensive Income as continuing and discontinued and the Consolidated and Company Statements of Financial Position to be split between the respective assets and liabilities.

Aford Awards

The market in which Aford Awards operates has had another tough year. Consequently, in our view, the performance by Aford Awards to produce a modest decline in EBITDA for 2025 to £442,000 is a solid performance given the high costs of the increase in the minimum wage and the associated national insurance increases. These costs have had to be absorbed by the business.

Sales in 2025 were £3.85m as compared to £3.66m in 2024. The associated EBITDAs were £442,000 and £556,000 respectively.

Signature Fabrics, the holding company for Friedman's and Milano International

The two companies together had sales of £6.03m as compared to £6.51m in 2024. The associated EBITDAs were a loss of £1.02m after a goodwill write-off of £1.42m in 2025, and £567,000 in 2024. The underlying EBITDA (excluding the goodwill write-off) was £395,000 for 2025.

Having restored Milano back to a breakeven position, the increased labour costs (induced by the Government) have had a profound effect on the business. As a result, Milano is no longer cost-competitive with comparable products manufactured in China. While the quality of the Milano offering remains demonstrably superior, its current cost base renders it uncompetitive in the UK market. Action will, therefore, be required to restore Milano's competitiveness.

ICA

As shareholders are aware from recent announcements, in March 2026 the share capital of ICA was sold to a new company set up by Certania Holdings Gmbh for an enterprise value of some £30.45m, with CEPS receiving £14.01m for its equity and outstanding loan stocks.

The Board of CEPS has always been enthusiastic about ICA, its management team and the prospects for the sector. However, in the early part of 2025 it became clear, following a failed offer made to acquire another business, that the scale of funding required to fulfil the future development opportunity in ICA was beyond the financial capability of CEPS. Consequently, it was decided, with the management team, to commence a sales process with a view to finding a partner who would buy out CEPS and the external investors for cash and provide an opportunity for the management team to further grow the business.

Whilst all parties try to maintain 'business as usual' during the lengthy course of a sale process, status quo is the watchword. Shareholders will have seen the announcement on 1 April 2025 by ICA which covered several important matters. Firstly, it outlined an attractive 'bolt-on' acquisition of Align Building Control and Align Group (UK) ('Align'). Align filled a geographical gap in ICA's nationwide coverage and, whilst the brand name was retained, its operations were absorbed into the existing group. The acquisition was funded by a new loan from ICA's existing banker Santander which was repaid on the sale of ICA.

At that time, a modest share reconstruction was announced which locked in an equity share valuation of £12.00m for existing holders and then, when ICA was sold, the balance of the consideration above £12.00m was participated in by the existing shares and by a new class of shares which were held by the working directors and certain senior employees. Essentially, this structure was the equivalent of the introduction of a share option scheme. To summarise, up to a value for the equity of £12.00m CEPS would receive 55.58% of the consideration and above £12.00m CEPS would receive 50.70%.

ICA had another good year and sales were £23.00m in 2025 compared to £21.39m in 2024. The associated EBITDAs were £2.51m (after exceptional costs relating to the sale process of £360,000) and £2.65m respectively.

Share capital

There was no share issuance in the current year and, therefore, the issued share capital remains at 21,000,000 shares as it has since September 2021.

Debt structure

In the accounts presented here the external debt in CEPS totals £4.95m. The £2.00m loan from a third party, with a coupon of 7%, was extended in May 2025 by a further 12 months at 9% and was due to be repaid by 30 June 2026 or earlier, at CEPS choice. The loan from Chelverton Asset Management Limited of £2.95m remained with a coupon of 5% and was repayable with a notice period of 18 months. In a full year, the interest charge would be £327,500.

Cash held by the Company at the financial year end was £628,000 (2024: £212,000) and Group cash was £1.11m (2024: £677,000).

Whilst at the year-end CEPS had external debt of £4.95m, as noted above, this was repaid in full on 9 March 2026.

Cash in CEPS at the end of April 2026 was an elevated £9.2m, reflecting the large cash receipt from the sale of ICA. This represents 43.66p per share.

Shareholder value creation

As part of the Board's deliberations on how to allocate the cash proceeds from the sale of ICA, numerous factors have been considered.

Firstly, as shareholders will be aware, the Board decided to repay the Company's outstanding debt immediately, as set out above.

Secondly, the Board is investigating the possibility of making further acquisitions not only to add to the Aford Awards Group but also considering a stand-alone acquisition to 'replace' the investment in ICA, although nothing is under active consideration at this time.

Thirdly, recognising the fundamental change in the CEPS structure and scale following the disposal of ICA, the Board considers it may be appropriate to propose a return of capital to shareholders. The Board is considering various options and will look to come forward with an appropriate strategy in due course.

As stated in previous reports, the shareholder register of CEPS is made up of many shareholders who have owned a relatively small number of shares for a very long time. The Board has decided that, following the disposal of ICA, which represented some two thirds of the sales of the CEPS Group, the shareholder base should be provided with an opportunity to sell its shares in a cost effective and simple manner.

I summarise the profit/value creation events:

1.     Increase in the profits of the three subsidiaries

No increase as explained above

2.     Self-funded 'bolt-on deals' in each of the three subsidiaries in the manner that has  occurred over the past five years

Acquisition of Align by ICA

3.     Repayment of loan stocks from the subsidiaries, absent any acquisitions

In April 2025 ICA repaid £610,000 of loan stock. No other loan stock repayments took place.

4.     Increase in CEPS' shareholdings in its subsidiary companies

No increase in the shareholdings.

5.     Share buy backs and cancellation

There was no share buy back in the year.

6.     Offer to buy a subsidiary

Overshadowing all other developments, the sale process of ICA commenced in 2025 and completed on 6 March 2026.

Share price

On the 12 May 2025 the share price was 21.00p. The share price as at 7 May 2026 was 43.00p

Outlook

Going forward in 2026, like everyone, we are hopeful that the conflict in the Middle East is resolved quickly.

Once this occurs, several positive steps will be expected to follow. There will be the continued anticipated decline in inflation, and it is to be hoped this will lead to a steady, but regular, decline in interest rates in the second half of the calendar year. Historically, that sort of environment has been very positive for small company trading performance, confidence and ultimately, of course, share prices.

As mentioned in my introduction, the global backdrop remains highly uncertain. However, given this Government's disappointing performance during its first two years in office, it is reasonable to expect, and hope, that it has learnt from its mistakes and will improve its performance.

For the UK to make progress economically, the theories of Dr. Arthur B. Laffer, as articulated in his recent excellent book 'Prosperity Through Growth', need to be embraced by Government. The book's argument is that we need to shrink public spending and cut taxes. Of course, there is little likelihood that the current Government has the nerve and character to 'do the right thing'. It is to be hoped that, at the very least, it does less that is detrimental to the economy.

Having repaid all the external debt in CEPS and exploring an appropriate strategy by which to return capital to shareholders, the next challenge to be confronted by the Company is investing its large cash reserves in profitable and attractive businesses which will develop the CEPS Group over the next few years.

David Horner

Chairman

11 May 2026

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

The directors of the Company accept responsibility for the content of this announcement.

Enquiries

CEPS PLC Vivien Langford, Group Finance Director	[phone]
SPARK Advisory Partners Limited Mark Brady	[phone]

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2025

	Continuing	Discontinued
	operations	operations
		Held for sale	Total
	2025	2025	2025
	£'000	£'000	£'000
Revenue	9,879	22,957	32,836
Cost of sales	(6,213)	(12,490)	(18,703)
Gross profit	3,666	10,467	14,133
Other operating income	8	-	8
Impairment of goodwill	(1,419)	-	(1,419)
Administration expenses	(3,898)	(8,235)	(12,133)
Operating (loss)/profit	(1,643)	2,232	589
Analysis of operating (loss)/profit
Trading subsidiaries before exceptional costs	179	2,592	2,771
Exceptional costs	(1,419)	(360)	(1,779)
Group net costs	(403)	-	(403)
	(1,643)	2,232	589
Finance income	6	4	10
Finance costs	(534)	(319)	(853)
(Loss)/profit before tax	(2,171)	1,917	(254)
Taxation	33	(529)	(496)
(Loss)/profit and total comprehensive (expense)/income for the financial year	(2,138)	1,388	(750)
Total comprehensive (expense)/income attributable to:
Owners of the parent	(1,562)	825	(737)
Non-controlling interests	(576)	563	(13)
	(2,138)	1,388	(750)
(Loss)/earnings per share
basic and diluted (pence)	(7.44)p	3.93p	(3.51)p

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

YEAR ENDED 31 DECEMBER 2024

	Continuing	Discontinued
	operations	operations
		Held for sale	Total
	2024	2024	2024
	£'000	£'000	£'000
Revenue	10,167	21,391	31,558
Cost of sales	(6,198)	(12,070)	(18,268)
Gross profit	3,969	9,321	13,290
Administration expenses	(3,927)	(6,947)	(10,874)
Operating profit	42	2,374	2,416
Analysis of operating profit
Trading subsidiaries before exceptional costs	497	2,374	2,871
Exceptional costs	(37)	-	(37)
Group net costs	(418)	-	(418)
	42	2,374	2,416
Finance income	1	4	5
Finance costs	(469)	(221)	(690)
(Loss)/profit before tax	(426)	2,157	1,731
Taxation	50	(483)	(433)
(Loss)/profit and total comprehensive (expense)/income for the financial year	(376)	1,674	1,298
Total comprehensive (expense)/income attributable to:
Owners of the parent	(414)	994	580
Non-controlling interests	38	680	718
	(376)	1,674	1,298
(Loss)/earnings per share
basic and diluted (pence)	(1.97)p	4.73p	2.76p

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2025

	Group	Group	Company	Company
	2025	2024	2025	2024
	£'000	£'000	£'000	£'000
Assets
Non-current assets
Property, plant and equipment	726	931	11	16
Right-of-use assets	1,227	1,760	54	-
Intangible assets	3,976	11,603	-	-
Investments	-	-	2,160	4,885
	5,929	14,294	2,225	4,901
Current assets
Inventories	1,913	2,346	-	-
Trade and other receivables	802	4,484	3,069	1,839
Corporation tax recoverable	28	-	-	-
Cash and cash equivalents	1,108	677	628	212
Current assets excluding assets classified as held for sale	3,851	7,507	3,697	2,051
Assets relating to disposal group classified as held for sale	12,735	-	-	-
Total current assets	16,586	7,507	3,697	2,051
Total assets	22,515	21,801	5,922	6,952
Equity
Capital and reserves attributable to owners of the parent
Called up share capital	63	63	63	63
Retained earnings	2,011	2,754	405	1,452
	2,074	2,817	468	1,515
Non-controlling interests in equity	1,983	2,149	-	-
Total equity	4,057	4,966	468	1,515
Liabilities
Non-current liabilities
Borrowings	4,393	5,278	2,950	2,950
Lease liabilities	900	1,436	46	-
Trade and other payables	43	68	-	-
Provisions	400	412	377	389
Deferred tax liability	204	312	-	-
	5,940	7,506	3,373	3,339
Current liabilities
Borrowings	2,412	3,432	2,000	2,000
Lease liabilities	451	505	7	-
Trade and other payables	1,469	3,789	68	94
Current tax liabilities	298	1,603	6	4
Total current liabilities excluding liabilities relating to disposal group classified as held for sale	4,630	9,329	2,081	2,098
Liabilities relating to disposal group classified as held for sale	7,888	-	-	-
Total current liabilities	12,518	9,329	2,081	2,098
Total liabilities	18,458	16,835	5,454	5,437
Total equity and liabilities	22,515	21,801	5,922	6,952

The total comprehensive income within the parent company financial statements for the year was a loss of £1,047,000 (2024: profit of £1,901,000).

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED 31 DECEMBER 2025

	2025	2024
	£'000	£'000
Group
Cash flows from operating activities
(Loss)/profit for the financial year	(750)	1,298
Adjustments for:
Depreciation and amortisation	951	902
Impairment of goodwill	1,419	-
Loss/(profit) on disposal of fixed assets	1	(4)
Share based payment charge	215	-
Net finance costs	843	685
Taxation charge	496	433
Changes in working capital:
Movement in inventories	433	42
Movement in trade and other receivables	(306)	353
Movement in trade and other payables	332	312
Movement in provisions	(12)	12
Cash generated from operations	3,622	4,033
Corporation tax paid	(466)	(488)
Net cash generated from operations	3,156	3,545
Cash flows from investing activities
Interest received	10	5
Acquisition of businesses and subsidiaries including deferred consideration paid	(900)	(172)
Purchase of property, plant and equipment	(169)	(142)
Proceeds from sale of assets	1	51
Purchase of intangible assets	(203)	(32)
Net cash used in investing activities	(1,261)	(290)
Cash flows from financing activities
Purchase of subsidiary shares from minority holders	(374)	(790)
Proceeds from borrowings	2,586	-
Loan issue costs paid	(80)	-
Repayment of borrowings	(1,924)	(1,425)
Dividends paid to non-controlling interests	-	(67)
Interest paid	(822)	(690)
Lease liability payments	(551)	(522)
Net cash used in financing activities	(1,165)	(3,494)
Net increase/(decrease) in cash and cash equivalents	730	(239)
Cash and cash equivalents at the beginning of the year	677	916
Cash and cash equivalents at the end of the year	1,407	677
Continuing operations	1,108
Discontinued held for sale assets	299
	1,407

Major non-cash movements: there were £444,000 of non-cash additions to right-of-use assets and lease liabilities in the year (2024: £293,000 of non-cash additions to right-of-use assets and lease liabilities). In connection with the restructuring of the Signature Fabrics group of companies, £1,068,000 of loans were assumed by the minority shareholders in the prior year 2024.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium	Retained earnings	Attributable to owners of the parent	Non-controlling interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2024	2,100	7,017	(6,931)	2,186	3,407	5,593
Profit for the year	-	-	580	580	718	1,298
Total comprehensive income for the financial year	-	-	580	580	718	1,298
Capital reduction in the year	(2,037)	(7,017)	9,054	-	-	-
Changes in ownership interest in subsidiaries			51	51	(1,909)	(1,858)
Dividends paid in respect of non-controlling interests	-	-	-	-	(67)	(67)
At 31 December 2024	63	-	2,754	2,817	2,149	4,966
Loss for the year	-	-	(737)	(737)	(13)	(750)
Total comprehensive expense for the financial year	-	-	(737)	(737)	(13)	(750)
Share based payments	-	-	120	120	95	215
Changes in ownership interest in subsidiaries	-	-	(126)	(126)	(248)	(374)
At 31 December 2025	63	-	2,011	2,074	1,983	4,057

Share capital comprises the nominal value of shares subscribed for.

Share premium represents the amount above nominal value received for shares issued, less transaction costs.

Retained earnings comprise accumulated comprehensive income for the current year and prior periods attributable to the parent, less dividends paid.

Non-controlling interest represents the element of retained earnings which is not attributable to the owners of the parent.

Notes to the financial information

1.         General information

CEPS PLC (the 'Company') is a company incorporated and domiciled in England and Wales. The Company is a public company limited by shares, which is listed on the AIM market of the London Stock Exchange. The address of the registered office is 11 Laura Place, Bath BA2 4BL.

The principal activities of the Company are that of a holding company for service and manufacturing companies, acquiring stakes in stable, profitable and steadily growing entrepreneurial companies.

The financial statements are presented in British Pounds Sterling (£), the currency of the primary economic environment in which the Group's activities are operated and are reported in £'000. The Group comprises CEPS PLC and its subsidiary companies. The financial statements are to the year ended 31 December 2025.

The registered number of the Company is 00507461.

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied throughout the year, unless otherwise stated.

Basis of preparation and going concern

This announcement is an extract from the consolidated financial statements of the Company for the year ended 31 December 2025 and comprises the Company and its subsidiaries.  The consolidated financial statements were authorised for issue on 11 May 2026.  The financial information set out below does not constitute the Company's statutory accounts for the years ended 31 December 2024 or 2025 within the meaning of Section 434 of the Companies Act 2006, but is derived from those accounts. Statutory accounts for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered following the Company's Annual General Meeting. The auditor's reports on the statutory accounts for the years ended 31 December 2024 and 31 December 2025 were unqualified and do not contain statements under s498(2) or (3) Companies Act 2006.

These financial statements have been prepared on a going concern basis under the historical cost convention in accordance with UK-adopted International Accounting Standards ('UK-adopted IAS'), IFRIC interpretations and the Companies Act 2006 as applicable to companies reporting under UK-adopted IAS.

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.

Going concern

The directors have considered the going concern basis of the Company and of the Group for a period of 12 months from the reporting date utilising detailed forecasts of the trading performance and the financial position to the end of 2027. The Aford Awards and Signature Fabrics Group sub-groups service their bank and shareholder held debt from cash generated in the trading subsidiaries which continued to trade at a level sufficient to meet the interest cash flows. Whilst the continuing group incurred a loss for the year, the sale of the ICA group in March 2026 resulted in net cash inflow of over £13m allowing £5m of debt to be repaid and providing the resources to invest in the growth of the continuing operations.

Critical accounting assumptions, judgements and estimates

The directors make estimates and assumptions concerning the future. They are also required to exercise judgement in the process of applying the Company's accounting policies. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The judgements, estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are assessed below:

a)         Impairment of intangible assets (including goodwill)

             The Group tests annually whether goodwill has suffered any impairment, and evaluates other intangible assets for indicators of impairment in accordance with its accounting policy. The recoverable amounts of the cash-generating units have been determined based on value-in-use calculations. The calculations require the use of estimates.

b)         Impairment of investments (including loans)

The Company assesses the impairment of investments whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered important that could trigger an impairment review include a significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends.

The assessment would include judgement over industry trends and forecasts using estimates.

c)          Leases

Management utilise judgement in respect of any option clauses in leases and whether such an option to extend would be reasonably certain to be exercised. Management consider all facts and circumstances including past practice, costs of alternatives and future forecasts to determine the lease term. Management also apply judgement and estimation in assessing the discount rate, which is based on the incremental borrowing rate. These judgements impact on the lease term and associated lease liabilities.

d)         Recognition of revenue in respect of services

Revenue is recognised in the period in which the services are provided in accordance with the stage of completion of the contract. This requires a degree of estimation in respect of the stage of completion and time required to complete the services, but is based on significant experience and data from completed services.

e)         Acquisitions

Fair values have been applied on the acquisition of businesses which involve a degree of judgement and estimation, in particular in the identification and evaluation of intangible assets including customer relationships. The values recognised are derived from discounted cash flow forecasts and assumptions based on experience and estimated factors relevant to the nature of the business activity.

Where contingent consideration arises in respect of acquisitions, the best estimate of further payments to be made is accrued. The actual trading results may result in different amounts being payable and subsequent adjustments to the deferred consideration.

f)          Provisions

Dilapidations provisions are by their nature specific to individual properties, can be open to interpretation of the lease terms and to a degree of estimation in respect of the potential reinstatement costs. As a result, the outcome of such claims can vary from the provisions made.

g)         Held for sale classification

A critical judgement is made in respect of the point where a disposal group is classified as held for sale. This was judged to be in October 2025 when an acceptable offer was received from a buyer with the necessary funds and exclusivity was granted.

2.         Segmental analysis

The Chief Operating Decision-Maker ('CODM') of the Group is its Board. Each operating segment regularly reports its performance to the Board which, based on those reports, allocates resources to and assesses the performance of those operating segments.

The operating segments set out below are the only level for which discrete information is available or utilised by the CODM.

Operating segments and their principal activities are as follows:

Aford Awards, a sports trophy and engraving company;

Signature Fabrics, comprising Friedman's, a convertor and distributor of specialist lycra, and Milano International (trading as Milano Pro-Sport), a designer and manufacturer of leotards;

ICA Group, comprising Align, Cook Brown, Hickton Quality Control, Morgan Lambert and Qualitas Compliance, providers of services to the construction industry.

Group costs, assets and liabilities are not allocated to segments as they represent costs incurred at Head Office level together with related assets and liabilities which are primarily funding balances which support the investments in the trading subsidiary groups.

The United Kingdom is the main country of operation from which the Group derives its revenue and operating profit and is the principal location of the assets and liabilities of the Group.

The Board assesses the performance of each operating segment by a measure of adjusted earnings before interest, tax, Group costs, depreciation and amortisation and, when applicable, exceptional costs (EBITDA). Other information provided to the Board is measured in a manner consistent with that in the financial statements.

i)       Results by segment

	Aford Awards	Signature Fabrics	Held for sale ICA Group	Total Group
	2025	2025	2025	2025
	£'000	£'000	£'000	£'000
Revenue	3,851	6,028	22,957	32,836
Expenses excluding exceptional costs	(3,409)	(5,633)	(20,086)	(29,128)
Exceptional costs including impairment loss	-	(1,419)	(360)	(1,779)
Segmental result (EBITDA)	442	(1,024)	2,511	1,929
Depreciation and amortisation charge	(176)	(118)	(135)	(429)
IFRS 16 depreciation	(106)	(257)	(145)	(508)
Group costs				(403)
Net finance costs (including IFRS 16)				(843)
(Loss) before taxation				(254)
Taxation				(496)
(Loss) for the year				(750)

	Aford Awards	Signature Fabrics	Held for sale ICA Group	Total Group
	2024	2024	2024	2024
	£'000	£'000	£'000	£'000
Revenue	3,658	6,509	21,391	31,558
Expenses	(3,102)	(5,942)	(18,746)	(27,790)
Segmental result (EBITDA)	556	567	2,645	3,768
Depreciation and amortisation charge	(151)	(130)	(120)	(401)
IFRS 16 depreciation	(90)	(256)	(150)	(496)
Group costs				(455)
Net finance costs (including IFRS 16)				(685)
Profit before taxation				1,731
Taxation				(433)
Profit for the year				1,298

ii)             Assets and liabilities by segment as at 31 December

	Segment assets				Segment liabilities				Segment net assets/(liabilities)
	2025		2024		2025		2024		2025		2024
	£'000		£'000		£'000		£'000		£'000		£'000
Continuing
Aford Awards	3,892		4,087		(1,622)		(1,858)		2,270		2,229
Signature Fabrics	5,180		7,016		(3,494)		(3,472)		1,686		3,544
Discontinued - held for sale
ICA Group	12,735		10,322		(7,888)		(5,958)		4,847		4,364
Continuing - unallocated
CEPS Group	708		265		(5,454)		(5,436)		(4,746)		(5,171)
Total - Group	22,515		21,690		(18,458)		(16,724)		4,057		4,966

(iii)          Revenue by geographical destination

	2025		2024
	£'000		£'000
UK	31,284		30,038
Europe	1,169		1,095
Rest of world	383		425
	32,836		31,558

(iv)          Revenue by nature

	2025		2024
	£'000		£'000
Continuing
Products - recognised at a point in time	9,879		10,167
Discontinued - held for sale
Services - recognised over time delivered	22,957		21,391
	32,836		31,558

3.         Taxation

	2025		2024
	£'000		£'000
Analysis of taxation in the year:
Current tax
Tax on profits of the year	541		508
Tax deducted at source on pension surplus	-		(9)
Tax in respect of prior years	14		28
Total current tax	555		527
Deferred tax
Current year deferred tax movement	(63)		(59)
Tax in respect of prior years	4		(35)
Total deferred tax	(59)		(94)
Total tax charge	496		433

The tax assessed for the year is higher than (2024: equal to) the average standard rate of corporation tax in the UK of 25% (2024: 25%).

Factors affecting tax:
Loss from continuing operations before tax	(2,171)		(426)
Profit from discontinued held for sale disposal group	1,917		2,157
(Loss)/profit before taxation	(254)		1,731
(Loss)/profit multiplied by the average standard rate of UK tax of 25% (2024: 25%)	(64)		433
Effects of:
Impairment loss not tax deductible	355		-
Other expenses not tax deductible	86		15
Adjustments to tax in prior periods	18		(7)
Deferred tax not recognised	101		(8)
Total tax charge	496		433
Tax attributable to:
Loss from continuing operations before tax	(33)		(50)
Profit from discontinued held for sale disposal group	529		483
	496		433

The corporation tax rate of 25% in the UK continues to be in effect with no current proposed change. The rate of 25% is accordingly applied to UK deferred taxation balances at 31 December 2025 (2024: 25%).

There are tax losses carried forward in the Company of approximately £2,000,000 (2024: £2,000,000) and of £2,400,000 in the Group (2024: £2,100,000).

4.         Earnings per share

Basic earnings per share is calculated on the loss for the year after taxation from continuing operations attributable to the owners of the parent of £1,818,000 (2024: profit of £351,000) and on 21,000,000 (2024: 21,000,000) ordinary shares, being the weighted number in issue during the year.

There are no potentially dilutive shares in the Group.

An underlying earnings per share has also been calculated for the year in view of a number of exceptional one-off and non-recurring expenses that have occurred in ICA Group Limited in preparation for a sale that occurred post year end and in view of a significant one-off impairment loss in respect of the goodwill related to part of the continuing businesses. The ICA Group costs comprised transaction expenses for an acquisition made in April 2025, professional fees related to the sale process, together with a share-based payment charge for shares issued to employees in April 2025.

	Continuing		Discontinued Held for sale		Total
	2025		2025		2025
	£'000		£'000		£'000
(Loss)/Profit for the year	(2,138)		1,388		(750)
Impairment loss	1,419		-		1,419
Acquisition expenses	-		45		45
Transaction and restructuring related costs	-		100		100
Share based payment charges	-		215		215
	(719)		1,748		1,029
	115		(723)		(608)
	(604)		1,025		421
Underlying earnings per share	(2.88)p		4.88p		2.00p
	Continuing		Discontinued Held for sale		Total
	2024		2024		2024
	£'000		£'000		£'000
(Loss)/Profit for the year	(376)		1,674		1,298
Pension Scheme Charge	37		-		37
Non-controlling interests	(339)		1,674		1,335
	(38)		(680)		(718)
	(377)		994		617
Underlying earnings per share	(1.79)p		4.73p		2.94p

5.      Property, plant and equipment

	Freehold property	Leasehold property improvements	Plant And machinery	Motor vehicles	Total
	£'000	£'000	£'000	£'000	£'000
Cost
At 1 January 2024	398	511	918	-	1,827
Additions at cost	-	1	135	6	142
Transfer from right of use assets	-	-	105	-
Disposals	-	-	(94)	-	(94)
At 31 December 2024	398	512	1,064	6	1,980
Additions at cost	-	36	133	-	169
On acquisition	-	-	3	-	3
Disposals	-	-	(42)	-	(42)
Transfer to held for sale assets	-	(149)	(631)	-	(780)
At 31 December 2025	398	399	527	6	1,330
Accumulated depreciation
At 1 January 2024	8	322	523	-	853
Charge for the year	8	42	150	1	201
Transfer from right of use assets	-	-	71	-
Disposals	-	-	(76)	-	(76)
At 31 December 2024	16	364	668	1	1,049
Charge for the year	8	40	149	1	198
Disposals	-	-	(40)	-	(40)
Transfer to held for sale assets	-	(115)	(488)	-	(603)
At 31 December 2025	24	289	289	2	604
Net book amount
At 31 December 2025	374	110	238	4	726
At 31 December 2024	382	148	396	5	931

6.         Right-of-use assets

	Leasehold property	Plant And machinery	Motor vehicles	Total
	£'000	£'000	£'000	£'000
Cost
At 1 January 2024	2,421	492	197	3,110
Additions at cost	98	156	39	293
Transfer to owned fixed assets	-	(105)	-
Disposals at the end of the lease term	(80)	(33)	-	(113)
At 31 December 2024	2,439	510	236	3,185
Additions at cost	297	147	-	444
Disposals at the end of the lease term	-	(30)	-	(30)
Transfer to held for sale assets	(692)	-	(192)	(884)
At 31 December 2025	2,044	627	44	2,715
Accumulated depreciation
At 1 January 2024	898	178	9	1,085
Charge for the year	330	106	59	495
Transfer to owned fixed assets	-	(71)	-	(71)
Disposals at the end of the lease term	(80)	(4)	-	(84)
At 31 December 2024	1,148	209	68	1,425
Charge for the year	356	102	59	517
Disposals at the end of the lease term	-	(30)	-	(30)
Transfer to held for sale assets	(318)	-	(106)	(424)
At 31 December 2025	1,186	281	21	1,488
Net book amount
At 31 December 2025	858	346	23	1,227
At 31 December 2024	1,291	301	168	1,760

At the year end, assets held under hire purchase contracts and capitalised as plant and machinery right-of-use assets have a net book value of £368,000 (2024: £330,000).

The depreciation of £108,000 (2024: £96,000) in respect of these has been charged to cost of sales in the Consolidated Statement of Comprehensive Income.

7.         Business combinations and held for sale disposal group

Acquisition in 2025 of Align Building Control Limited and Align Group (UK) Limited

On 1 April 2025, a subsidiary, ICA Group Limited, acquired Align Building Control Limited and Align Group (UK) Limited. These provide building control services.

The acquisition has been accounted for using the acquisition method of accounting. All book values were considered to represent book values with a fair value adjustment made in respect of customer relationships amounting to £133,000 together with a related deferred tax liability of £33,000. Goodwill of £1,369,000 arises primarily in respect of the workforce skills and their ability to generate income. Acquisition expenses of £45,000 were incurred and have been expensed as an exceptional administrative cost in the year.

The following table shows the fair value of assets and liabilities included in the consolidated statements at the date of acquisition:

	Fair value
	£'000
Identifiable assets and liabilities
Intangible assets	133
Tangible fixed assets	3
Debtors	134
Corporation tax	12
Cash	155
Creditors	(271)
Bank loans	(25)
Deferred taxation	(33)
	108
Goodwill	1,369
	1,477
Consideration
Cash consideration paid at completion	899
Loan notes issued to seller	118
Deferred consideration	460
	1,477

The cash outflow at the date of acquisition, net of the cash acquired, was £744,000. Deferred consideration payable over three years is included in other payables.

The acquired companies contributed £1,365,000 of revenue for the nine months in 2025 after the acquisition date and a profit of £375,000 before tax (excluding the amortisation of intangible assets). If it had been included from 1 January 2025, Group revenue would have been £516,000 higher and the profit before tax approximately £95,000 higher.

£68,000 of deferred consideration was also paid subsequently in 2025 together with £88,000 of deferred consideration in respect of businesses acquired in earlier periods.

Acquisition in 2024 of Millennium Awards Limited trading as Online Trophies

On 11 November 2024, a subsidiary, Aford Awards Limited, acquired the trade and customer lists of Millennium Awards Limited. This supplies trophies, awards and medals.

This acquisition was accounted for using the acquisition method of accounting. Fair value adjustments were made in respect of customer relationships amounting to all of the consideration of £138,000, together with a related deferred tax liability of £34,000, resulting in goodwill of £34,000.

The following table shows the fair value of assets and liabilities included in the consolidated statements at the date of acquisition:

	Fair value
	£'000
Identifiable assets and liabilities
Intangible assets	138
Deferred taxation	(34)
	104
Goodwill	34
	138
Consideration
Cash consideration paid at completion	35
Deferred contingent consideration	103
	138

The cash outflow at the date of acquisition was £35,000 with forecast deferred contingent consideration payable of £103,000 contingent on sales over the five years following the acquisition. Deferred consideration is included in other payables.

The business contributed £11,000 of revenue for the two months in 2024 after the acquisition date. It is integrated into the overall Aford Awards business and generates similar margins. If it had been included from 1 January 2024, Group revenue would have been £130,000 higher and operating profit approximately £50,000 higher.

£137,000 of deferred consideration was also paid in 2024 in respect of businesses acquired in earlier periods.

Held for sale disposal group

The Group decided to sell and realise its shareholding in the ICA Group Limited in 2025 and the sale became highly probable once an acceptable offer and exclusivity was agreed with Certania Holding GmbH in October 2025. Whilst not subject to an unconditional contract in the year, the sale was concluded on 6 March 2026 and, in accordance with the commitment to sell made before 31 December 2025, the assets and liabilities of this disposal group are recorded as held for sale. The trading results are presented as discontinued activity and, in view of the size of this segment compared to the continuing businesses, this is shown on the face of the Consolidated Statement of Comprehensive Income.

The assets and liabilities of the ICA Group held for sale at 31 December 2025 are as follows:

Assets					£'000
Property, plant and equipment					177
Right of use assets					460
Intangible assets including goodwill					7,677
Trade and other receivables					4,122
Cash and cash equivalents					299
Assets relating to disposal group classified as held for sale					12,735
Liabilities
Non-current liabilities
Borrowings					(1,453)
Lease liabilities					(358)
Trade and other payables					(254)
Deferred tax liability					(82)
Current liabilities
Borrowings					(1,208)
Lease liabilities					(125)
Trade and other payables					(2,975)
Current tax liabilities					(1,433)
Liabilities relating to disposal group classified as held for sale					(7,888)
The cash flows from the disposal group held for sale were as follows:
					Year ended 31 December 2025	Year ended 31 December 2024
					£'000	£'000
Net cash generated from operations					2,253	2,225
Net cash used in investing activities					(1,171)	(86)
Net cash used in financing actives					(832)	(2,122)
Net increase in cash and cash equivalents					250	17

8.         Intangible assets	Business combination assets
	Goodwill	Customer relationship assets	Website assets		Software, licences and website assets	Total
	£'000	£'000	£'000		£'000	£'000
Cost
At 1 January 2024	10,942	981	190		512	12,625
On acquisition	34	138	-		-	172
Additions at cost	-	-	-		32	32
At 31 December 2024	10,976	1,119	190		544	12,829
On acquisition	1,369	133	-		-	1,502
Additions at cost	-	-	-		203	203
Transfer to held for sale assets	(7,308)	(483)			(341)	(8,132)
At 31 December 2025	5,037	769	190		406	6,402
Accumulated amortisation and impairment
At 1 January 2024	172	480	65		303	1,020
Amortisation charge	-	128	38		40	206
At 31 December 2024	172	608	103		343	1,226
Amortisation charge	-	160	38		38	236
Impairment charge	1,419	-	-		-	1,419
Transfer to held for sale assets	(172)	(220)			(63)	(455)
At 31 December 2025	1,419	548	141		318	2,426
Net book amount
At 31 December 2025	3,618	221	49		88	3,976
At 31 December 2024	10,804	511	87		201	11,603

Goodwill is not amortised under IFRS, but is subject to impairment testing. Any impairment charges are included in administration expenses and separately disclosed.

Customer relationship related assets and other intangibles in respect of computer software, website costs and licences are amortised over their estimated economic lives. The annual amortisation charge is expensed to cost of sales in the Consolidated Statement of Comprehensive Income.

Impairment tests for goodwill

The Group tests goodwill arising on the acquisition of a subsidiary annually for impairment or more frequently if there are indications that goodwill may be impaired.

For the purpose of impairment testing, goodwill is allocated to the Group's cash generating units (CGUs) on a business segment basis where businesses are fully integrated and by company where they are identifiable within a segment. The ICA Group goodwill has been fully realised and with a profit arising on disposal post year end.

	Continuing Operations			Held for sale
	Aford Awards	Friedman's	Milano	ICA Group	Total
	£'000	£'000	£'000	£'000	£'000
Goodwill
At 31 December 2025	1,871	1,483	264	7,136	10,754
At 31 December 2024	1,871	1,483	1,683	5,767	10,804

The recoverable amount of each CGU is based on value-in-use calculations. These calculations use cash flow projections based on financial budgets approved by management covering a five-year period. Cash flows beyond five years are assumed to increase only by a long-term growth rate of 2.5%. A discount rate of 13.4% has been applied to Friedman's, 16.1% to Milano International and 14.2% to Aford Awards, representing the estimated post-tax cost of capital (2024: 13.7%).

The increased discount rates reflect a revised market based debt to equity ratio (lower than the actual ratios within the CGUs which utilise significant shareholder fixed rate debt) and higher CGU specific risk premiums in 2025.

Management has determined the budgeted revenue growth and gross margins based on past performance and their expectations of market developments in the future. Long-term growth rates are based on the UK long-term growth rate and management's general expectations for the relevant CGU. The applied discount rate is also a key judgement in the calculation.

The Milano International business has encountered more difficult trading conditions and markets, with a loss incurred in 2025, and the 31 December 2025 impairment test indicated an impairment of £1,419,000 which has been recorded against the respective goodwill of £1,871,000.

An increase of 1% in the discount rate would increase the impairment by £70,000. In respect of Friedman's, the goodwill would only be impaired if the discount rate was 2% higher.

In respect of Aford Awards, the value-in-use calculation gives rise to sufficient headroom such that reasonable changes in the key assumptions do not eliminate the headroom.

9.            Share capital and share premium

	Number of shares	Ordinary £0.10 shares	Share premium	Total
		£'000	£'000	£'000
At 31 December 2023	21,000,000	2,100	7,017	9,117
Capital reduction		(2,037)	(7,017)	(9,054)
At 31 December 2024 and 2025	21,000,000	63	-	63

In March 2024, a special resolution was passed to reduce the nominal value of each share from 10 pence to 0.3 pence and to cancel the share premium resulting in a total nominal value of £63,000, no share premium and with an amount of £9,054,000 transferred to retained earnings.

10.          Related Party Transactions

During the year the Company entered into the following transactions with its subsidiaries.

	Aford Awards          Group Holdings     Limited	Signature Fabrics Holdings Limited         and subsidiaries	ICA Group Limited subsidiaries
	£'000	£'000	£'000
Loan interest receivable
- 2025	76	260	112
- 2024	76	85	184
Management charge income receivable
- 2025	20	35	25
- 2024	20	35	25
Dividends received
- 2025	-	-	-
- 2024	-	83	-
Amount owed to the Company
- 31 December 2025	1,235	3,381	1,254
- 31 December 2024	1,235	3,384	1,864

The Company is under the control of its shareholders and not any one individual party.

The restructuring of the Signature Fabrics group on 29 October 2024 with a new intermediate holding company, Signature Fabrics Holdings Limited, used to acquire Signature Fabrics Limited, resulted in £2,132,500 of loan notes being issued to the Company, increasing the amounts receivable from this sub group. As part of the transaction D and H Kaitiff reduced their shareholdings from a combined 45% to 25% and received the new loan notes of £390,000 and £577,500. D Kaitiff also received £710,000 in cash for his shares and was owed a further £100,000, left as a short term loan at 31 December 2024 and 2025. A provision of £860,000 has been made against the loan notes receivable (2024: no provision).

At the year end the parent company owed a loan of £2,950,000 (2024: £2,950,000) and accrued interest of £nil (2024: £nil) to an entity with common shareholders and interest of £147,000 (2024: £146,000) was charged on this loan during the year. The loan is guaranteed by D A Horner. This entity also recharged the parent company £4,000 (2024: £17,000) in respect of staff time utilised.

At the year end the Company owed £2,000,000 to a third party (2024: £2,000,000). Interest of £165,000 (2023: £140,000) was charged on the third party loan during the year. The loan is guaranteed by D A Horner.

At the year end the Company owed £nil (2024: £nil) to a director, D A Horner. A loan of £192,000 was unsecured, interest free and repaid in 2024.

At the year end amounts owed to directors of subsidiary companies and their close family members in respect of acquisition loan notes amounted to £2,071,000 (2024: £2,386,000). Interest payable on these loans in the year amounted to £169,000 (2024: £144,000).

At the year end amounts owed to directors of subsidiary companies in relation to loans amounted to £240,000 (2024: £240,000). Interest paid on these loans in the year amounted to £7,000 (2024: £7,000).

These amounts are analysed below:

At 31 December 2025			Amount	Interest	Interest
Related party	Company	Position	£'000	£'000	%
R Ferguson	Aford Awards Limited	Director	62	4	7
R Ferguson	Aford Awards Limited	Director	90	5	5
P Wood	Aford Awards Limited	Director	63	4	7
P Wood	Aford Awards Limited	Director	50	3	5
J Ford	Aford Awards (Holdings) Limited	Former Director	69	6	8
D Kaitiff	Signature Fabrics Holdings Limited	Former Director	390	31	8
D Kaitiff	Signature Fabrics Holdings Limited	Former Director	100	-	-
H Kaitiff	Signature Fabrics Holdings Limited	Director	578	46	8
M Brown	ICA Group Limited	Director	219	20	8
J Cook	ICA Group Limited	Director	311	28	8
A Mobbs	ICA Group Limited	Former Director	149	13	8
J Pryke	ICA Group Limited	Director	230	17	8
			2,311	177
At 31 December 2024			Amount	Interest	Interest
Related party	Company	Position	£'000	£'000	%
R Ferguson	Aford Awards Limited	Director	62	4	7
R Ferguson	Aford Awards Limited	Director	90	5	5
P Wood	Aford Awards Limited	Director	63	4	7
P Wood	Aford Awards Limited	Director	50	3	5
J Ford	Aford Awards (Holdings) Limited	Former Director	90	7	8
D Kaitiff	Signature Fabrics Holdings Limited	Former Director	390	5	8
D Kaitiff	Signature Fabrics Holdings Limited	Former Director	100	-	-
H Kaitiff	Signature Fabrics Holdings Limited	Director	578	8	8
M Brown	ICA Group Limited	Director	328	33	8
J Cook	ICA Group Limited	Director	451	42	8
A Mobbs	ICA Group Limited	Former Director	223	22	8
J Pryke	ICA Group Limited	Director	201	18	8
			2,626	151

11.          Post balance sheet events

On 6 March 2026 a subsidiary, ICA Group Limited, was sold to the Certania Holding GmbH. Loans of £1,250,000 owed by ICA Group to the Company were repaid together with interest to that date and the Company received proceeds, net of transaction costs, of £12,400,000 for its investment in the shares. A profit of approximately £11,000,000 was realised in the Group accounts.

On 10 March 2026, loan liabilities of £2,000,000 and £2,950,000 were repaid by the Company, utilising £4,950,000 of the cash proceeds from the ICA disposal.

12.          Distribution of the Annual Report and Notice of AGM

A copy of the Annual Report 2025, together with a notice of the Company's Annual General Meeting ('AGM') to be held at 11:30am on Monday 15 June 2026 at 11 Laura Place, Bath BA2 4BL, will be sent to all shareholders on Wednesday 13 May 2026,  Further copies will be available to the public from the Company Secretary at the Company's registered address at 11 Laura Place, Bath BA2 4BL and from the Group website, www.cepsplc.com.

 

END