Final Results

Summary by AI ^BETAClose X

Tekmar Group PLC reported a revenue of £28.7 million for the year ended 30 September 2025, a decrease from £32.8 million in the prior year, with Adjusted EBITDA at £0.1 million compared to £1.7 million in FY24. Despite the revenue dip, the company saw a significant improvement in second-half performance, with Adjusted EBITDA of £0.8 million in H2 25, driven by higher volumes and improved commercial execution, leading to a gross profit margin of 34% for the full year, up from 32% in FY24. Post-year-end, Tekmar secured £43 million in new orders since July 2025, resulting in a record order book of £40.7 million, providing strong revenue visibility for FY26 with £26 million already secured. The company also strengthened its balance sheet through the sale of Innovation House for £2.84 million net.

Disclaimer*

Tekmar Group PLC

09 March 2026

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. Upon the publication of this announcement via a Regulatory Information Service, this inside information is considered to be in the public domain.

TEKMAR GROUP PLC

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

FINAL RESULTS

For the year ended 30 September 2025

Tekmar Group (AIM: TGP), a leading provider of asset protection technology and offshore energy services, announces its audited results for the 12-month period ended 30 September 2025 ("FY25" or the "Period").

Improving financial performance and strong commercial momentum as Project Aurora enables enhanced visibility for value creation

FY25 Highlights

· FY25 was a year of positive progress in executing Project Aurora, with the Group reorganised into two verticals, Asset Protection Technology and Offshore Energy Services, delivering a leaner cost base and improved commercial focus

· FY25 revenue of £28.7m (FY24: £32.8m) and Adjusted EBITDA of £0.1m (FY24: 1.7m) is in line with market expectations, with a £1.5m improvement in Adjusted EBITDA in the second half of the Period (H1 25 Adjusted EBITDA: £(0.7)m; H2 25 Adjusted EBITDA: £0.8m) driven by higher volumes and improved utilisation and commercial execution

· Disciplined commercial approach throughout the year helped deliver a gross profit margin of 34% for FY25, with gross profit margin in H2 25 of 38% (H1 25: 29%; FY24: 32%)

· Commercial settlement agreements concluded on the majority of legacy defect notifications, substantially reducing historical risk exposure, with no admission of liability or conclusion of defect with the Company's products and nil cash impact for the Group

Post Year-End Highlights

· Continued positive business momentum driven by the implementation of Project Aurora has yielded £43m of new orders since 1 July 2025 and a current record order book of £40.7m

· This order book supports improved visibility with £26m of revenue already secured for FY26 and £15m for subsequent years

· Balance sheet strengthened, and the Group's cash position significantly improved, with the sale of Innovation House for £2.84m net of fees in February 2026. This provides additional headroom to support growth and investment under Project Aurora

Financial KPIs

	Audited 12M ended Sep-25 £m	Audited 12M ended Sep-24 £m
Revenue¹	28.7	32.8
Adjusted EBITDA²	0.1	1.7
Gross profit %	34%	32%

Commercial KPIs

12M

ended Sep-25

£m

12M

ended Sep-24

£m

Order intake³

31.6

32.4

Notes:

(1)	Revenue is the value of sales recognised in the financial statements in the year.
(2)	Adjusted Earnings before interest, tax, depreciation, amortisation and significant one-off items, as defined in CFO review.
(3)	Order intake is the value of contracts awarded in the year.

Current trading and outlook

The Board is encouraged by the positive momentum carried forward from H2 25 and the strong start to the current financial year, with a current order backlog of £40.7m, including £26m scheduled for delivery in FY26. This represents a marked improvement in revenue visibility as the strategic initiatives begin to deliver tangible results. The Board expects H1 26 performance to be ahead of H1 25 and full year performance to be in line with current market forecasts, reflecting a significant year-on-year improvement in performance.

Tekmar operates in markets underpinned by clear long-term structural growth drivers and the Group remains confident in its strategy to capture the opportunities available. The Board believes the Group is well-positioned to outperform these growing markets and to deliver sustainable growth, increasing shareholder value.

The Board believes the successful execution of Project Aurora will build a differentiated, diverse and profitable technology business with the attributes valued by investors, customers and colleagues alike.

Richard Turner, CEO of Tekmar Group plc, commented: "FY25 has been a pivotal and highly productive year for Tekmar as we launched and started to execute on Project Aurora. The Group delivered results in line with market expectations, alongside a material improvement in profitability in the second half.

"We are pleased to have been able to maintain our momentum post period end - in the first four months of FY26 we have delivered a record order book, with muti year visibility and have unlocked further growth potential by significantly strengthening our balance sheet. We are encouraged by the strong start to the new financial year and healthy pipeline we see ahead of us and are focused on delivering sustained, profitable growth and enhanced value for shareholders."

Enquiries:

Tekmar Group plc Richard Turner, CEO Phil Lanigan, CFO	c/o +44 (0)20 4582 3500

Cavendish Capital Markets Limited (Nomad and Broker) Peter Lynch Neil McDonald Pearl Kellie	+44 (0)131 220 9772 +44 (0)131 220 9771 +44 (0)131 220 9775

Gracechurch Group (Financial Media & Investor Relations) Murdo Montgomery Alexis Gore	+44 (0)20 4582 3500

About Tekmar Group plc

Tekmar Group plc collaborates with its partners to deliver robust and sustainable engineering led solutions that enable the world's energy transition.

Through our Offshore Energy and Marine Civils Divisions we provide a range of engineering services and technologies to support and protect offshore wind farms and other offshore energy assets and marine infrastructure. With near 40 years of experience, we optimise and de-risk projects, solve customer's engineering challenges, improve safety and lower project costs. Our capabilities include geotechnical design and analysis, simulation and engineering analysis, bespoke equipment design and build, subsea protection technology and subsea stability technology.

We have a clear strategy focused on strengthening Tekmar's value proposition as an engineering solutions-led business which offers integrated and differentiated technology, services and products to our global customer base.

Headquartered in Newton Aycliffe, UK, Tekmar Group has an extensive global reach with offices, manufacturing facilities, strategic supply partnerships and representation in 18 locations across Europe, Africa, the Middle East, Asia Pacific and North America.

For more information visit: www.tekmargroup.com

Chairman's Statement

The 2025 financial year was an important period for Tekmar as we strengthened the business and focus on delivering sustained future returns for its shareholders.

Under the leadership of Richard Turner as CEO, who joined in September 2024, the business has been aligned to deliver Project Aurora - our value creation strategy. The ambition we have for Tekmar is strong and the commercial traction we have now established, evidenced by our growing, more diversified and high-quality order book, demonstrates that the Tekmar team is delivering positive results.

After a challenging first half in 2025, the financial performance in the second half of the year was significantly stronger and reflected the business' success in converting the healthy pipeline into orderbook and then orderbook into revenue. This positive momentum has continued into the new financial year with a current order book¹ of £40m+, the highest reported since Tekmar's admission to AIM in 2018. This gives us greater and improving revenue visibility over the next 12-24 months and a stronger platform to build on. There is still a lot we can do, and are doing, to scale the business but, as a Board, we are greatly encouraged by the tangible progress the business is making. This underpins the Board's confidence in a positive outlook for Tekmar.

We have a clear strategy to deliver value for shareholders and the team is in place to deliver the plan

Our organic growth plan remains to deliver strong financial results by leveraging our leading position in growing end markets and to utilise our exceptional asset base more fully. Importantly, we can drive significant growth with our current resources, amplifying the benefits of our operational gearing.

Our organic growth is augmented by our strategic investment strategy. We continue to assess new opportunities to add further scale and strengthen our offering. This is a balanced strategy that provides the Group multiple ways to accelerate shareholder value creation.

As we execute on these plans, we are benefitting from the direction and support provided by our Board. The Board was substantially refreshed in the summer of 2024, with the appointments of Lars Bondo Krogsgaard and David Kemp as Non-Executive Directors. The Board members bring deep and highly relevant experience reflecting their diverse backgrounds in growing large, international businesses and creating value for investors.

In August 2025, we announced the appointment of Phil Lanigan as Chief Financial Officer. Phil brings a strong track record as a public and private market CFO and a wealth of experience in business transformation and integration, growth and M&A. With Phil's appointment the senior leadership team is in place to deliver on the medium-term value creation strategy.

Tekmar's highly differentiated market position is created by its expertise and the capability of its people

Tekmar plays a vital role in protecting critical assets and infrastructure in harsh marine environments. Our know-how and industry expertise are hard-earned and our technology is without equal in the industry - and highly valued by our customers. Our track record in offshore wind highlights this pedigree with our technologies protecting more than 50 GW of offshore wind capacity across over 120 projects worldwide. Similarly in Oil & Gas and Marine Infrastructure, our technology is deployed globally to ensure assets are able to operate reliably in complex and dynamic situations for the duration of their design life.

Our team is our greatest asset and brings unrivalled experience and expertise to provide innovative, high-quality solutions that support the success of clients' complex projects. They demonstrate this excellence consistently and this underpins the Group's reputation for technology leadership.

Their commitment to doing business the right way is also reflected in our safety record. We operate at world class Health, Safety & Environment levels. This not only protects our people, it supports operational effectiveness and exemplary customer service - it is our licence to operate and an important representation of our culture. On behalf of the Board, I would like to express our thanks to all Tekmar colleagues for their sustained efforts throughout 2025.

As a Board, we believe the successful execution of Project Aurora will build a differentiated, diverse and profitable technology business with the attributes that are valued by investors, customers and our people alike.

The Group is now well-positioned to capture the opportunity presented by the favourable prevailing demand across our end markets. We have a strengthening order book and an unprecedented sales opportunity pipeline, centred around our own core IP, and a balanced strategy to capitalise on the growth opportunities ahead. This gives the Board confidence that we will continue to grow progressively and deliver increasing shareholder value.

Our commitment as a Board remains to be careful stewards of the business, to drive solid financial decisions that promote the best interests of Tekmar's people, shareholders and broader stakeholders as we build our path towards longer-term success.

Thank you.

Steve Lockard

Chairman

1. Current order book is defined as revenue to be recognised from executed contracts and purchase orders post 1 October 2025

CEO Review

Overview - an improved H2 25 performance and record order book

In FY25, the Group delivered revenue of £28.7m (FY24: £32.8m) and Adjusted EBITDA² of £0.1m (FY24: £1.7m). This was in line with market expectations and showed a material improvement in second half profitability. FY25 was my first year as CEO of Tekmar following my appointment in September 2024. It has been a productive year as we have reorganised the business as well as launching and starting to execute on Project Aurora - our value creation strategy.

In early December 2025, we provided a market update on Project Aurora. In the update, we highlighted positive business momentum including a leaner and more focussed organisation structure, improvements to the balance sheet and the increasing pipeline of opportunities that had yielded £43m of new orders secured since 1 July 2025. This positive momentum has continued into the first half of FY26 with further significant contract wins with our Order Book¹ standing at £40.7m as at the date of this announcement.

This is not only a record level for the business but is also well balanced across our end markets and geographies. The business is in a much better position than it was a year ago. We are in a good position to continue to deliver sustained progress and results in FY26 and beyond.

Significant progress on Project Aurora

In December 2024, three months after I joined Tekmar, and following a review of the business at all levels, we set out the Project Aurora strategic plan. In this framework we identified three "pillars" of strategic initiatives; Scaling the Business, Operational Excellence and Strategic Investment - the delivery of which will result in a significantly larger, more diversified and more resilient business.

We are very encouraged by the progress we are making on these key elements of the plan:

Scaling the business

Growing orderbook and longer-term visibility

In H1 25 order volumes were low which translated to revenue of £12.3m and an Adjusted EBITDA loss of £0.7m. Following the launch of Project Aurora, we reorganised and refocused the front end of our business and implemented the first steps of our sales growth plan. We saw the benefit of our improved commercial effectiveness progressively throughout the year, with the increasing order intake supporting revenue of £16.5m and Adjusted EBITDA of £0.8m for the second half.

Since 1 July 2025, Tekmar has secured new orders of £43m supporting an order book as at the date of this release of £40.7m. This is 116% per cent higher than the equivalent period one year ago. These orders support significantly improved revenue visibility with approximately £26m of revenue already secured for FY26 and £15m for subsequent years. This is a fundamentally stronger position for the business.

Key markets - a balanced portfolio

Tekmar is a technology leader in three primary global markets; Offshore Wind, Oil & Gas and Marine Infrastructure

The significant number of contract awards since the start of July 2025 demonstrate that the strategy to drive balanced growth across end markets and geographies is working:

Offshore Wind - Since the beginning of December 2025, we have announced three significant contract awards supporting offshore wind projects in Europe and cumulative orders value in that period in excess of £20m. These contracts see Tekmar partnering with leading EPC customers and reinforce our position as the market leader in subsea asset protection, with our technologies protecting two thirds of the world's installed offshore wind capacity. The scope of these contracts includes Front End Engineering and Design (FEED) and supply of our latest Cable Protection System (CPS) technology. These are typically multi-year contracts and our bidding success provides increasing revenue visibility for the Group over the next two to three years.

Oil & Gas - Since the start of July 2025, the Group has received contract awards with a cumulative value in excess of £42m, of which c.£22m are for Oil & Gas customers. This includes a US$10m contract to provide CPS technology for a major offshore energy project in the United Arab Emirates. This was followed by a €3.5m contract in November 2025 with a leading global oilfield services provider. These contracts evidence our successful focus on broadening our commercial activity in this very active region. We also delivered a £2m+ contract in the Middle East announced in July 2025 to supply engineered subsea structures for a new pipeline project. This highlights the significant quick turnround work that Tekmar has the capacity to deliver. Furthermore, through our Offshore Energy Services division we have been very successful in securing repeat business for our offshore grouting services, both during new foundation installation but also in the Inspection Maintenance and Repair (IMR) market where we have supported multiple pipeline rectification projects deploying Tekmar's in-house remediation design and deployment technology.

Marine Infrastructure - In October 2025, Tekmar announced a $1.5m contract award for the provision of bespoke engineered scour protection and specialised deployment equipment for a new port development. This was followed by a further contract award of a similar size to supply engineered scour protection solutions for a major port infrastructure development in the Middle East. Marine Infrastructure including ports & harbours and flood defence represents a significant growth opportunity for the Group, extending its asset protection expertise beyond offshore energy into wider marine infrastructure applications. We anticipate further success in this growing market segment.

Being able to deliver this breadth of protection technology and complementary services sets us apart in the market and puts us ahead of the competition in being able to support the full lifecycle of offshore energy and marine infrastructure projects.

In addition to these secured orders, we are extending and deepening our partnerships with blue-chip customers, including through framework agreements. Two key frameworks were announced in 2025, one with Jan De Nul in October 2025, supporting TenneT's 2GW Program in Germany, and one with Nexans, announced in February 2025. These multi-year agreements reflect our standing in the market and our commitment to providing innovative, high-quality solutions that support the success of our partners' projects.

Product Development

As pioneers and technical leaders, we are constantly learning, challenging and pushing the boundaries to find solutions to tomorrow's challenges. Our technology roadmap is built on several key principles:

· Evolving design methods, principles and testing practice to meet industry needs

· Incremental developments to our core asset protection technology products and services

· Incorporation of digital condition monitoring solutions into our asset protection technology

· Development of sustainable, ecological solutions that reduce CO2 footprint and reduce impact on marine life

· Diversification of core capabilities into adjacent sectors such as subsea energy infrastructure defence

· We also collaborate with Industry stakeholders at all levels, and are active members of several Joint Industry Programs (JIPs) aimed at driving technological advancements to reduce LCOE

Growth financing

Tekmar has an improving balance sheet which supports the delivery of the objectives through Project Aurora. During 2025 Tekmar renewed its £4m trade loan facility with Barclays, which is 80% backed by UK Export Finance. Tekmar also established a new amortising £2m three-year term loan with the British Business Bank, which replaced the £3m CBILs loan which was repaid in October 2025. Together these facilities provide flexible support for ongoing working capital.

Going forward, the balance sheet provides further opportunity to support growth. The growing backlog provides an improved level of revenue visibility for the next 12 to 24 months supporting Tekmar's ability to secure competitive financing options. The disciplined approach to costs and cash management also continues to support an improving balance sheet.

Operational Excellence

Greater volume translating into greater profitability

Tekmar is very well equipped to deliver significantly higher volumes than it has produced in recent years. Operationally we are able to more than treble our output without the need for significant expansionary capex. The aggregated demand from our primary markets is increasing and our sales growth initiatives gives us multiple routes to outperform this growth in market demand. This means that our utilisation will steadily increase giving us a significant gearing effect in our P&L.

We saw this effect very clearly in FY25, where in the first half, due to lower levels of volume we incurred a loss of £0.7m Adjusted EBITDA. In the second half of the year, utilisation increased progressively and our revenue with it. We maintained a disciplined commercial approach throughout the period and this helped deliver a gross profit margin of 34%, ahead of the prior year's 32% and H2 25 Adjusted EBITDA of £0.8m.

We also kept tight controls on overhead costs although the impact of the lower volumes and revenue in the first half limited the level of Adjusted EBITDA we were able to deliver for the full year.

A simpler, more streamlined business

Our changes to our organisational design give us greater accountability on sales and operational effectiveness and are allowing us to both secure sustainably higher volumes of good quality work, but also to deliver it on time and on budget.

Reflecting the core capabilities of the Tekmar Group, we have reorganised the business across two scalable value streams:

Asset Protection Technology: this includes our end-to-end engineering and analysis capability, from feasibility, through to installation, commissioning and operations, augmented with our advanced technology in polymer and hybrid-concrete protection systems. These capabilities have been the primary profit generators for Tekmar historically and we expect this revenue stream to continue to grow as we deliver the organic growth potential of the Group under Project Aurora.

Offshore Energy Services: this includes our grouting and offshore equipment rental services, where we have an established fleet of assets. Although a smaller proportion of Group revenue today, we see the opportunity for revenues to increase to be a significant proportion of Group revenue - we are targeting 25% over the time horizon of Project Aurora. Demand for these services is increasing, and this market segment provides the opportunity to access recurring revenue streams as well as exposure to the large and predictable IMR market within offshore energy.

We are aligning our resources with these revenue streams to drive order intake and deliver revenue. Our strategic investment roadmap is also aligned and complementary to this structure.

Significant progress in resolving legacy warranty claims

During FY25, we announced commercial settlement agreements with two customers concerning legacy defect notifications relating to the industry-wide issue regarding abrasion of legacy cable protection systems installed at offshore windfarms. Tekmar agreed settlement terms with both customers with no admission of liability and no conclusion of defect with the Company's products and were fully covered by the insurance monies already received by Tekmar with nil net cash impact for Tekmar. Discussions remain ongoing to close out the final legacy defect notifications.

Strategic Investment

Continuing to actively assess and progress accretive investment opportunities

We continue to work hard on our strategic investment strategy which is based on accelerating scale and strengthening our offering through a logical broadening of the portfolio via expansionary Capex or M&A.

There is an active acquisition pipeline in place with discussions ongoing with selected targets. The Board continues to adopt a disciplined approach to assessing acquisition opportunities to ensure value for shareholders. We are also developing a number of business cases for growth investment in additional asset capacity in Offshore Energy Services as well as targeted R&D in AI/digitalisation and cable system defence.

Current trading and outlook

Richard Turner

Chief Executive Officer

9 March 2026

2. Adjusted EBITDA is a key metric used by the Directors. 'Earnings before interest, tax, depreciation and amortisation' are adjusted for material items of a one-off nature and significant items which allow comparable business performance. Details of the adjustments can be found in the Group Results section of this report. Adjusted EBITDA might not be comparable to other companies.

CFO Review

For the year ended 30 September 2025

FY25

£m

FY24

£m

Revenue

Gross Profit

28.7

9.8

32.8

10.5

Gross Margin

34.2%

32.0%

Adjusted EBITDA³

0.1

1.7

Exceptional expenses

Depreciation

Amortisation of Intangibles

Net finance cost

(1.8)

(1.5)

(0.3)

(0.7)

(2.4)

(1.3)

(1.9)

(0.7)

Loss before taxation

Loss for the year

(4.2)

(3.9)

(4.5)

(6.4)

EPS

(2.83p)

(3.74p)

3. Adjusted EBITDA is a key metric used the Directors. 'Earnings before interest, tax, depreciation and amortisation' are adjusted for material items of a one-off nature and significant items which allow comparable business performance. Details of the adjustments can be found in the Group Results section of this report. Adjusted EBITDA might not be comparable to other companies.

For the year ended 30 September 2025, the Group reported revenue of £28.7m (FY24 £32.8m). The shortfall in revenue on FY24 reflects a period of lower volume that commenced in second half of FY24 with recovery commencing in the second half of FY25. Revenue in second half of FY25 was £16.5m which was up 33% on the first six months. The increase in revenue fed through to an Adjusted EBITDA of £0.8m H2 25 compared to reported Adjusted EBITDA loss of £0.7m in H1 25.

The Adjusted EBITDA for the full year of £0.1m (FY24 £1.7m) was offset by exceptional costs of £1.8m (FY24 £2.4m), depreciation and amortisation charges of £1.8m (FY24 £3.2m) and net finance costs of £0.7m (FY24 £0.7m). The Group's loss before tax from continuing operations was £4.2m (FY24 £4.5m).

Whilst revenue was lower than prior year, the Group's improved contracting policies, project execution and strategic supply chain initiatives helped margins to improve. Gross margin in the year was 34.2% an increase of 2.2% on prior year.

The Group has been restructured in the year into Asset Protection Technology and Offshore Energy Services to better align products and services with markets to generate synergies in revenue and deliver cost savings.

Revenues in Asset Protection Technology were down 15.2% on FY24 at £26.5m. These revenues delivered an Adjusted EBITDA of £1.8m (FY24 £4.6m). Gross margins showed an improvement on prior year of 35.1% (34.2%). The division recorded an operating loss of £0.4m (FY24 loss £0.3m).

Within Asset Protection Technology £17.6m (FY24 £17.1m) of revenue was derived from Offshore Wind and Renewables reflecting the Group's heritage in this market. The other major sector served by the division is Oil & Gas and revenues in FY25 were £8.4m (FY24 £14.5m) primarily from the Middle East.

Marine Infrastructure represent the major proportion of the remaining revenue with Tekmar supporting ports & harbours projects. This market represents a potential growth opportunity for the Group in future years.

Revenues in Offshore Energy Services increased to £2.2m (FY24 £1.5m), an increase of 46%, primarily driven by offshore grouting services. The division recorded an Adjusted EBITDA of £0.3m (FY24 loss £0.3m) as the business became more established and customers' increasing confidence in the business delivered a more consistent flow of work.

Operating expenses

Operating expenses for the 12-month period to 30 September 2025 were £13.5m compared to £14.4m for the previous year.

As part of Project Aurora, the Group has sought to balance the requirement to cut costs with the need to invest in the right areas. We have invested in our people supporting them with cost of living pay rises and improvements in pension contributions, in addition to the higher employer national insurance contributions. We have invested in management resource in FY25 in the Middle East to support our growth aspirations in this region.

The implementation of our new ERP system, SAGE Intacct, commenced last year and went live this year. The system provides a platform for the Group to centralise functions improving cost efficiency which commenced in FY25.

FY24 included a goodwill impairment charge of £1.5m relating to offshore energy CGU within Asset Protection Technology division, there is no requirement for further impairment in FY25.

Adjusted EBITDA

Adjusted EBITDA is a primary measure used by management to monitor and provide a consistent measure of trading performance from one period to the next. The adjustments to EBITDA remove material items of a one-off nature or of such significance that they are considered relevant to the user of the financial statements as it represents a useful measure that is reflective of the comparable performance of the business.

The below table shows the adjustments that have been made to calculate Adjusted EBITDA in the year ended 30 September 2025.

	FY25 £m	FY24 £m
Exceptional share-based payments	0.17	0.16
Foreign exchange losses	-	0.62
Exceptional IT costs Warranty provision Expected credit loss Restructuring costs	0.05 0.22 0.51 0.85	0.17 0.66 0.52 0.23
Exceptional costs	1.80	2.36

The one-off costs treated as exceptional in FY25 were restructuring £0.9m (£0.2m), these costs included the departure of former CEO and CFO, and recruitment costs for replacements. The other exceptional cost included £0.5m (FY24 £0.5m) further provision against unpaid invoices from China plus professional fees supporting recovery of those old invoices to be paid and payable, warranty provision costs £0.2m (FY24 £0.7m), share based payments £0.2m (FY24 £0.2m) and IT costs relating to new ERP system £0.1m (FY24 £0.2m). FY24 exceptional costs included FX losses of £0.6m.

73% (FY24 82%) of the Group's projects and revenue is derived from sales outside of the United Kingdom and, as a result, the Group has exposure to fluctuations in foreign currency rates.

The Group mitigates exposure to fluctuations in foreign exchange rates by the use of derivatives, mainly forward currency contracts and options. At the year end the Group held forward currency contracts to mitigate the risk of receivables balances for both Euros and Dollars. At the year end the Group had a derivative liability of £0.1m (FY24 asset of £0.3m).

On certain overseas projects the Group can, in some cases, create a natural hedge by matching the currency of the supply chain to the contracting currency, this helps to mitigate the Group's exposure to foreign currency fluctuations.

The Group uses derivatives to assist in managing its FX exposures and these helped mitigate the Group's FX risk. The Group's net loss from FX in FY25 was minimal (FY24 £0.6m).

The Group's financing costs were £0.7m (FY24: £0.7m) with reduction in UK interest rates and lower utilisation of the Trade Loan. The average draw down in FY25 was £2.5m (FY24 £3.1m) reducing the Group's bank interest charges. Financing costs include £0.1m (FY24 £Nil) relating to the unwind of discount applied to provisions within long term liabilities.

The tax credit for the year is £0.2m (FY24 charge £0.6m). The tax credit in FY25 is due to reversal of timing differences and a small taxation charge on profits earned overseas. The FY24 tax charge includes an adjustment in respect of prior years.

The result for the period is a loss of £3.9m (FY24: £6.6m). The loss in FY24 contains losses of £1.3m from Subsea Innovation Limited, a business sold in FY24 and treated as discontinued operations.

Balance Sheet

A summary balance sheet is presented below:

	Balance Sheet
£m		FY25	FY24
Fixed Assets		3.8	4.5
Other non-current assets		16.5	19.6
Inventory		1.3	1.9
Trade & other receivables		14.2	20.3
Assets held for resale		2.8	-
Cash		3.4	4.6
Current liabilities		(17.0)	(20.9)
Non-current liabilities		(0.6)	(1.8)
Equity		24.4	28.2

Trade and other receivables are down £6.1m from 30 September 2024. Included within Trade and other receivables on 30 September 2024 was a £5.2m Warranty Insurance Debtor. These monies were received in the financial year and a significant proportion paid out as settlement on warranty issues without admission of liability.

At 30^th September 2025, the Group holds a debt of £1.1m outside of standard credit terms with a customer in China, following recoveries of £1m+ in FY25. Prior to FY24, the Group had recovered 100% of receivable balances and no credit losses have previously been accounted for. In FY24, the Group made a credit loss provision in line with IFRS9 of £0.5m in relation to a specific historic debt in China. This has been increased by £0.5m in FY25 which includes fees incurred in supporting the recovery of monies totalling approximately £1.5m. The loss provision covers all amounts not party to the formal recovery agreement with the Chinese customer.

The Group continues to operate in global markets where payment practices surrounding large contracts can be different to those within Europe. The flow of funds on large capital projects within China tend to move only when the windfarm developer approves the completion of the project. The Group has a number of trade receivable balances, within its subsidiary based in China, which have been past due for more than 1 year. Following receipt of £1.1m over the past year, the value of the overdue trade receivables had reduced to £1.1m (FY24 £2.0m), of a total outstanding trade receivable balance for the entity of £1.2m (FY24 £2.2m). These amounts are not in dispute from the customer, however given the range of possible outcomes and duration of the outstanding debt, the Group has increased the expected credit loss provision in relation to the outstanding China debt by £0.2m to £0.7m. Further details can be found in note 16 of the Annual Report.

Included within other current liabilities is a provision of £2.0m (FY24 £5.1m) and non-current liabilities a provision of £nil (FY24 £0.7m). The provision covers the warranty matters outlined in note 20 of the Annual Report.

The gross cash balance at 30 September 2025 was £3.4m with net debt (gross cash less bank facilities) of £2.9m. The Group's cash position at year end includes £1.1m received from Insurers for settlement of warranty claims and its use is restricted.

The Group repaid its CBILs facility of £3.0m in full on 30 October 2025 and replaced it with a GGS Loan of £2.0m. The GGS loan is repayable at quarterly intervals over 3 years. The UKEF backed trade loan facility of £4.0m remains available to Tekmar, with the next annual review date with Barclays Bank being in June 2026. These facilities continue to support the working capital requirements of the Group in delivering the projects the Group undertakes. The expected continued renewal of the banking facilities forms part of the Directors going concern assumptions which are set out in Note 2b below.

Of the £4.0m trade loan facility available, £2.8m was drawn against supplier payments at the year end and is repayable within 90 days of drawdown. The FY24 comparative is £3.2m. The change in the value borrowed is dependent on the timing of the loan drawdowns and the Group's immediate funding requirements. The trade loan facility balance and the CBILS loan of £3.0m are reported within current liabilities as both are fully repayable within 12 months of the balance sheet date.

Cashflow

Cash Flows
£m	FY25	FY24
Cash inflows/(outflows) from:
Operating activities	(1.3)	(0.5)
Changes in working capital	0.3	3.4
Investing activities	1.1	(2)
Financing activities	(1.3)	(1.6)
Net Cash Outflow	(1.2)	(0.3)

The Group experienced a net outflow of cash in the year of £1.2m (FY24 outflow £0.3m).

The net cash outflow from operating activities was £1.3m (FY24 £0.5m) with lower Adjusted EBITDA of £0.1m (FY24 £1.7m) being offset by significant one-off costs including restructuring costs and further credit provision against old Chinese receivables.

There was no real net movement on Working Capital in the year with the recovery of £1.1m of old Trade Receivables in China helping to offset other working capital movements.

The net cash inflow from investing activities was £1.09m (FY24 outflow £1.96m). £1.74m was deferred consideration received from sale of Subsea Innovation.

Net cash outflows from financing activities of £1.29m (FY24 £1.61m). The decrease is primarily due to lower interest costs of £0.52m (FY24 £0.79m) arising from reduction in UK interest rates and lower average utilisation of the Trade Loan compared to FY24. The average drawdown on the Trade Loan in FY25 was £2.5m (FY24 £3.2m).

Effective cash management remains a priority for management to ensure that the growth opportunities available to the Group can be supported from its existing resources as the business scales.

Post Balance Sheet Events

On 30 October 2025, the CBILS facility of £3.0m was repaid in full. On 30 October 2025, the Group entered into a new £2m GGS loan which was drawn down in full. The GGS loan is repayable at quarterly intervals over 3 years.

On 27 February 2026, the Group legally completed the sale of Innovation House and adjacent land. The property was held in the accounts as an "asset held for resale" at a value of £2.84m. The net proceeds, after deduction of selling expenses, are estimated to be £2.84m.

Summary

The business has had a challenging twelve months but has emerged in a stronger position, better positioned to succeed in the future. Further progress has been made in dealing with past issues, including non-core operations, legacy warranty issues and old China debtors.

The improved performance in H2 25 provides an indicator of what the business can deliver with an improving orderbook which converts into profitable revenues.

The recent contract wins and agreement to sell the Investment property represent a good start to FY26 building upon the foundations laid over the past year.

Philip Lanigan

Chief Financial Officer

9 March 2026

Consolidated Statement of Comprehensive Income

for the year ended 30 September 2025

	Note	Year ended 30 Sep 2025	Year ended 30 Sep 2024
		£000	£000

Revenue	4	28,747	32,808
Cost of sales		(18,906)	(22,291)
Gross profit		9,841	10,517

Other Administrative expenses		(13,113)	(13,195)
Expected credit loss		(510)	(520)
Warranty provision	12	-	(656)
Total administrative expenses		(13,623)	(14,371)
Other operating income		259	22
Group operating loss		(3,523)	(3,832)

Analysed as:
Adjusted EBITDA^[1]		62	1,714
Depreciation		(1,531)	(1,277)
Amortisation		(259)	(366)
Exceptional Share based payments charges		(166)	(160)
Impairment of goodwill		-	(1,545)
Exceptional IT costs		(53)	(169)
Foreign exchange losses		-	(623)
Warranty costs		(218)	(656)
Expected credit loss (China debt recovery)		(510)	(520)
Restructuring costs		(848)	(230)
Group operating (Loss)		(3,523)	(3,832)

Finance costs		(679)	(727)
Finance income		26	19
Net finance costs	5	(653)	(708)

(Loss) before taxation from continuing operations		(4,176)	(4,540)
Taxation		270	(557)
(Loss) for the period from continuing operation		(3,906)	(5,097)
Discontinued operations		-	(1,316)
(Loss) for the period		(3,906)	(6,413)

1. Adjusted EBITDA, which is defined as profit before net finance costs, tax, depreciation, amortisation, share based payments charge in relation to one-off awards, material items of a one-off nature and significant items which allow comparable business performance is a non-GAAP metric used by management and is not an IFRS disclosure.

	Note	Year ended 30 Sep 2025	Year ended 30 Sep 2024

Items which will not be reclassified subsequently to profit or loss
Revaluation of property		-	75
Items which will be reclassified subsequently to profit or loss
Retranslation of overseas subsidiaries		(23)	(333)
Total comprehensive loss for the period		(3,929)	(6,671)

Loss attributable to owners of the parent		(3,906)	(6,413)
Total comprehensive income attributable to owners of the parent		(3,929)	(6,671)

(Loss) per share (pence) from continuing operations
Basic	6	(2.83)	(3.74)
Diluted	6	(2.83)	(3.74)

(Loss) per share (pence) from discontinued operations
Basic	6	-	(0.97)
Diluted	6	-	(0.97)

Consolidated Statement of Financial Position

as at 30 September 2025

	Note	30 Sep 2025	30 Sep 2024
		£000	£000

Non-current assets
Property, plant and equipment		3,811	4,514
Goodwill and other intangibles	7	16,529	16,708
Investment property	8	-	2,842
Deferred tax asset		79	-
Total non-current assets		20,419	24,064

Current assets
Inventory		1,280	1,878
Trade and other receivables	9	14,134	20,336
Cash and cash equivalents		3,410	4,630
		18,824	26,844

Assets held for sale		2,842	-
Total current assets		21,666	26,844
Total assets		42,085	50,908

Equity and liabilities
Share capital		1,389	1,373
Share premium		72,202	72,202
Merger relief reserve		744	744
Merger reserve		(12,685)	(12,685)
Foreign currency translation reserve		(464)	(441)
Retained losses		(36,745)	(33,029)
Total equity		24,441	28,164

Non-current liabilities
Other interest-bearing loans and borrowings	11	594	924
Deferred tax liability		-	234
Provisions	12	-	656
Total non-current liabilities		594	1,814

	Note	30 Sep 2025	30 Sep 2024
Current liabilities
Other interest-bearing loans and borrowings	11	6,254	6,554
Trade and other payables	10	8,079	8,503
Corporation tax payable		661	647
Provisions	12	2,056	5,226
Total current liabilities		17,050	20,930

Total liabilities		17,644	22,744

Total equity and liabilities		42,085	50,908

The Group financial statements were approved by the Board and authorised for issue on 9 March 2026 and were signed on its behalf by:

Philip Lanigan Richard Turner

Chief Financial Officer Chief Executive Officer

Company registered number: 11383143

Consolidated Statement of Changes in Equity

for the year ended 30 September 2025

	Share capital	Share premium	Merger relief reserve	Merger reserve	Foreign currency translation reserve	Retained losses	Total equity attributable to owners of the parent	Total equity
	£000	£000	£000	£000	£000	£000	£000	£000

Balance at 1 October 2023	1,360	72,202	1,738	(12,685)	(108)	(27,854)	34,653	34,653
Loss for the year	-	-	-	-	-	(6,413)	(6,413)	(6,413)
Revaluation of property	-	-	-	-	-	75	75	75
Exchange difference on translation of overseas subsidiary	-	-	-	-	(333)	-	(333)	(333)
Total comprehensive income for the year	-	-	-	-	(333)	(6,338)	(6,671)	(6,671)
Share based payments	-	-	-	-	-	169	169	169
Issue of shares	13	-	-	-	-	-	13	13
Total transactions with owners, recognised directly in equity	13	-	-	-	-	169	182	182
Transfer following disposal of subsidiary	-		(994)	-	-	(994)	-	-

Balance at 30 September 2024	1,373	72,202	744	(12,685)	(441)	(33,029)	28,164	28,164
Loss for the year	-	-	-	-	-	(3,906)	(3,906)	(3,906)
Exchange difference on translation of overseas subsidiary	-	-	-	-	(23)	-	(23)	(23)
Total comprehensive (loss) for the year	-	-	-	-	(23)	(3,906)	(3,929)	(3,929)
Share based payments	-	-	-	-	-	190	190	190
Issue of shares, net of transaction costs	16	-	-	-	-	-	16	16
Total transactions with owners, recognised directly in equity	16	-	-	-	-	190	206	206
Balance at 30 September 2025	1,389	72,202	744	(12,685)	(464)	(36,745)	24,441	24,441

Consolidated cash flow statement

for the year ended 30 September 2025

	Year ended 30 Sep 2025	Year ended 30 Sep 2024
	£000	£000
Cash flows from operating activities
Loss before taxation	(4,176)	(5,856)
Adjustments for:
Depreciation	1,531	1,365
Amortisation of intangible assets	259	483
(Gain)/loss on disposal of fixed assets	(66)	41
Share based payments charge	163	193
Loss on disposal of discontinued operations	-	1,316
Impairment of goodwill	-	1,546
Unrealised foreign losses/( gains)	314	(276)
Finance costs	679	727
Finance income	(26)	(19)
	(1,322)	(480)
Changes in working capital:
Decrease in inventories	598	82
Decrease / (Increase) in trade and other receivables	4,214	(2,533)
(Decrease) / increase in trade and other payables	(516)	790
(Decrease) / Increase in provisions	(3,960)	5,439
Net cash (outflow) / inflow from operating activities	(986)	3,298

Cash flows from investing activities
Purchase of property, plant and equipment	(664)	(1,697)
Purchase of intangible assets	(80)	(235)
Proceeds on sale of property, plant and equipment	66	71
Proceeds/(outflows) from deferred consideration on sale of subsidiary	1,741	(112)
Interest received	26	19
Net cash inflow / (outflow) from investing activities	1,089	(1,954)

Cash flows from financing activities
Facility drawdown	11,930	11,413
Facility repayment	(12,296)	(11,805)
Repayment of borrowings under lease obligations	(434)	(436)
Shares issued	16	13
Interest paid	(513)	(795)
Net cash (outflow) from financing activities	(1,297)	(1,610)

Net decrease in cash and cash equivalents	(1,194)	(266)
Cash and cash equivalents at beginning of year	4,630	5,219
Effect of foreign exchange rate changes	(26)	(322)
Cash and cash equivalents at end of year	3,410	4,630

Notes to the Group Financial Statements

for the year ended 30 September 2025

1. GENERAL INFORMATION

Tekmar Group plc (the "Company") is a public limited company incorporated and domiciled in England and Wales. The registered office of the Company is Grindon Way, Aycliffe Business Park, Newton Aycliffe, DL5 6SH. The registered company number is 11383143.

The principal activity of the Company and its subsidiaries (together the "Group") is that of design, manufacture and supply of subsea stability and protection technology, including associated subsea engineering services, operating across the global offshore energy markets, predominantly Offshore Wind.

Statement of compliance

The financial information set out in this preliminary announcement does not constitute the Group's statutory financial statements for the year ended 30 September 2025 or 30 September 2024 as defined in section 435 of the Companies act 2006 (CA 2006) but is derived from those audited financial statements. Statutory financial statements for 2024 have been delivered to the Registrar of Companies and those for 2025 will be delivered in due course. The auditors reported on those accounts; their reports were unqualified and did not contain a statement under either Section 498(2) or Section 498(3) of the Companies Act 2006. For the year ended 30 September 2024 their report contained a material uncertainty in respect of going concern without modifying their report, no such matter was reported for the year ended 30 September 2025.

Selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in financial position and performance of the Group.

Forward looking statements

Certain statements in this Annual report are forward looking. The terms "expect", "anticipate", "should be", "will be" and similar expressions identify forward-looking statements. Although the Board of Directors believes that the expectations reflected in these forward-looking statements are reasonable, such statements are subject to a number of risks and uncertainties and events could differ materially from those expressed or implied by these forward-looking statements.

2. BASIS OF PREPARATION AND ACCOUNTING POLICIES

The Group's principal accounting policies have been applied consistently to all of the years presented, with the exception of the new standards applied for the first time as set out in paragraph (c) below where applicable.

(a) Basis of preparation

The results for the year ended 30 September 2025 have been prepared in accordance with UK-adopted International Accounting Standards ("IFRS"). The financial statements have been prepared on the going concern basis and on the historical cost convention modified for the revaluation of Investment property and Freehold property, and certain financial instruments. The comparative period represents 12 months to 30 September 2024.

Tekmar Group plc ("the Company") has adopted all IFRS in issue and effective for the year.

(b) Going concern

The Directors have prepared cash flow forecasts to 31 March 2027. The base case forecasts include assumptions for annual revenue growth supported by current order book, known tender pipeline and by publicly available market predictions for the sectors and geographies where the Group trades. The forecasts assume lower gross margins than historically achieved and retention of the cost base of the business with increases in salaries. The forecasts include the proceeds from the sale of the asset held for resale, formerly classified as an Investment Property. which completed on 27 February 2026.

These forecasts show that the Group is expected to have a sufficient level of financial resources available to continue to operate throughout the forecast period without recourse to the utilisation of the Trade Loan.

The Group held £3.4m of cash at 30 September 2025 and had drawn down £2.8m of the trade loan facility, in addition the Group had a CBILS Loan of £3.0m which has been repaid in full post year end. In October 2025, the Group borrowed £2.0m through a GGS loan which is subject to quarterly repayments of £0.17m over a term of 3 years.

On 27 February 2026, the Group completed the sale of the property for a net cash consideration of £2.8m.

The Group meets its day-to-day working capital requirements through its operational cash balances and available banking facilities which includes a trade loan facility of up to £4.0m that can be drawn against supplier payments. The Trade Loan is backed by UKEF due to the nature of the business activities both in renewable energies and in driving growth through export led opportunities. The Trade Loan is an uncommitted facility, has an annual renewal and the Directors expect it to be renewed based on past experience, post year end refinancing, sale of the property, improved trading performance and the support of UKEF.

There are no financial covenants that the Group must adhere to in either of the bank facilities though following the receipt of monies from the property sale £0.8m is to be retained in a restricted account.

Within the base case and sensitised models management have modelled the outflow of cash of £2.0m in relation to note 20 Provisions of the Annual Report within the going concern period. Management have not modelled anything in relation to the matter set out in note 20 Contingent Liabilities of the Annual Report, as management have assessed there to be no present obligation.

The Directors have sensitised their base case forecasts for a severe but plausible downside impact. This sensitivity includes reducing revenue by 16% (£10.2m equivalent) for the 18-month period to 31 March 2027, to model the potential loss or delay of a certain level of contracts in the pipeline that form the base case forecast. The base case and sensitised forecast also include discretionary spend on capital outlay. The Directors note there is further discretionary spend within their control which could be cut, if necessary, although this has not been modelled in the sensitised case given the headroom already available.

The sensitivities modelled give the Directors comfort in adopting the going concern basis of preparation for these financial statements.

In a further additional severe but plausible scenario, reducing revenue by 16% (£10.2m equivalent) for the 18-month period to 31 March 2027 and assuming no availability of the Trade Loan would result in a 'near miss' at March 2027, when £1.5m of mitigations are modelled, and the £0.8m fund remains restricted throughout the going concern period. The Directors consider this scenario to be overly severe and extremely unlikely given the expectation of the renewal of the trade loan facility and the secured orderbook.

The Directors have undertaken a "Reverse Stress Test". This reduces the revenue over the forecast period from the sensitised case by a further 15%. The Directors believe the assumptions to be implausible based on current trading and orderbook.

The Directors are satisfied that the cash flow forecasts show that the Group is expected to have a sufficient level of financial resources available through current facilities to continue in operational existence and meet its liabilities as they fall due for at least the next 12 months from the date of approval of the financial statements and for this reason they continue to adopt the going concern basis in preparing the financial statements.

(c) New standards, amendments and interpretations

The new standards, amendments or interpretations issued in the year, with which the Group has to comply with, have not had a significant effect impact on the Group. There are no standards endorsed but not yet effective that will have a significant impact going forward.

(d) Basis of consolidation

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and are deconsolidated from the date control ceases. Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.

(e) Revenue

Revenue in the asset protection technology division arises from the supply of subsea protection solutions and associated equipment, principally through fixed fee contracts. Offshore energy services division revenue is from supply of equipment and services, either through fixed fee contracts or contracts based on time duration. There are also technical consultancy engineering services delivered within asset protection technology division.

To determine how to recognise revenue in line with IFRS 15, the Group follows a 5-step process as follows:

1. Identifying the contract with a customer

2. Identifying the performance obligations

3. Determining the transaction price

4. Allocating the transaction price to the performance obligations

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

Revenue is measured at transaction price, stated net of VAT and other sales related taxes.

Revenue is recognised either at a point in time, or over-time as the Group satisfies performance obligations by transferring the promised services to its customers as described below.

i) Fixed-fee contracted supply of subsea protection solutions

For the majority of revenue transactions, the Group enters individual contracts for the supply of subsea protection solutions, generally for a specific project in a particular geographic location. Each contract generally has one performance obligation, to supply subsea protection solutions. When the contracts meet one or more of the criteria within step 5, including the right to payment for the work completed, including profit should the customer terminate, then revenue is recognised over time. If the criteria for recognising revenue over time is not met, revenue is recognised at a point in time, normally on the transfer of ownership of the goods to the customer.

For contracts where revenue is recognised over time, an assessment is made as to the most accurate method to estimate stage of completion. This assessment is performed on a contract-by-contract basis to ensure that revenue most accurately represents the efforts incurred on a project. For the majority of contracts this is on an inputs basis (costs incurred as a % of total forecast costs).

There are also contracts which include the manufacture of a number of separately identifiable products. In such circumstances, as the deliverables are distinct, each deliverable is deemed to meet the definition of a performance obligation in its own right and do not meet the definition under IFRS of a series of distinct goods or services given how substantially different each item is. Revenue for each item is stipulated in the contract and revenue is recognised over time as one or more of the criteria for over time recognition within IFRS 15 are met. Generally, for these items, an output method of estimating stage of completion is used as this gives the most accurate estimate of stage of completion. On certain contracts variation orders are received as the scope of contract changes, these variation orders are considered on a case by case basis to determine whether they form a separate performance obligation in their own right or an addition to the original performance obligation. The same revenue recognition criteria discuss above is then applied to the variation order.

In all cases, any advance billings are deferred and recognised as the service is delivered.

ii) Manufacture and distribution of ancillary products, equipment.

The Group also receives a proportion of its revenue streams through the sale of ancillary products and equipment. These individual sales are formed of individual purchase orders for which goods are ordered or made using inventory items. These items are recognised on a point in time basis, being the delivery of the goods to the end customer.

iii) Provision of consultancy services

The entities within the offshore energy division also provide consultancy-based services whereby engineering support is provided to customers. These contracts meet one or more of the criteria within step 5, including the right to payment for the work completed, including profit should the customer terminate. Revenue is recognised over time on these contracts using the inputs method.

Tekmar Group plc applies the IFRS 15 practical expedient in respects of determining the financing component of contract consideration: An entity need not adjust the promised amount of consideration for the effects of a significant financing component if the entity expects, at contract inception, that the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good or service will be one year or less.

Accounting for revenue is considered to be a key accounting judgement which is further explained in note 3 of the Annual Report.

(f) EBITDA and Adjusted EBITDA

Earnings before Interest, Taxation, Depreciation and Amortisation ("EBITDA") and Adjusted EBITDA are non-GAAP measures used by management to assess the operating performance of the Group. EBITDA is defined as profit before net finance costs, tax, depreciation and amortisation. Material items of a one-off nature or of such significance they are considered relevant to the user of the financial statements and share based payment charge in relation to one-off awards are excluded.

The Directors primarily use the Adjusted EBITDA measure when making decisions about the Group's activities. As these are non-GAAP measures, EBITDA and Adjusted EBITDA measures used by other entities may not be calculated in the same way and hence are not directly comparable.

(g) Investment property

Investment property is property held to earn rentals and is accounted for using the fair value model.

Investment property is revalued annually with resulting gains and losses recognised in Statement of Comprehensive Income. This is included in the consolidated statement of financial position and their fair values. See note 13 of the Annual Report.

Asset held for resale

The investment property is classified as an asset held for resale.

(h) Provisions and contingent liabilities

A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect is material, provisions are determined by discounting the expected future cash flows at pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity. A contingent liability is a disclosure in the notes to the financial statements only.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

(a) Critical judgements in applying the entity's accounting policies

Revenue recognition

Judgement is applied in determining the most appropriate method to apply in respect of recognising revenue over-time as the service is performed using either the input or output method. Further details on how the policy is applied can be found in note 2(e) of the Annual Report.

(b) Critical accounting estimates

Revenue recognition - stage of completion when recognising revenue overtime

Revenue on contracts is recognised based on the stage of completion of a project, which, when using the input method, is measured as a proportion of costs incurred out of total forecast costs. Forecast costs to complete each project are therefore a key estimate in the financial statements and can be inherently uncertain due to changes in market conditions. For the partially complete projects within the Asset Protection Technology segment, within the PU Business at year end if the percentage completion was 1% different to management's estimate the revenue impact would be £138,460 and within the Concrete Business there were a number of projects in progress over the year end and a 1% movement in the estimate of completion would impact revenue by £31,200. However, the likelihood of errors in estimation is small, as the businesses have a history of reliable estimation of costs to complete and given the nature of production, costs to complete estimate are relatively simple.

Recoverability of contract assets and receivables

Management judges the recoverability at the balance sheet date and makes a provision for impairment where appropriate. The resultant provision for impairment represents management's best estimate of losses incurred in the portfolio at the balance sheet date, assessed on the customer risk scoring and commercial discussions. Further, management estimate the recoverability of any accrued income balances relating to customer contracts. This estimate includes an assessment of the probability of receipt, exposure to credit loss and the value of any potential recovery. Management base this estimate using the most recent and reliable information that can be reasonably obtained at any point of review. The Group have recognised a credit loss provision in relation to a specific historic aged trade receivable (See note 16 of the Annual Report)

Impairment of non-current assets

Management conducts annual impairment reviews of the Group's non-current assets on the consolidated statement of financial position. This includes goodwill annually, development costs where IAS 36 requires it, and other assets as the appropriate standards prescribe. Any impairment review is conducted using the Group's future growth targets regarding its key products and services of PU, Concrete, Engineering Services and Offshore Energy Services. Sensitivities are applied to the growth assumptions to consider any potential long-term impact of current economic conditions. Provision is made where the recoverable amount is less than the current carrying value of the asset. Further details as to the estimation uncertainty and the key assumptions are set out in note 11 of the Annual Report.

Provision for warranty costs

In accordance with IAS 37, the company recognises a provision when it has a present obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The estimation and calculation of the value of provisions involves significant judgement, particularly in determining the likelihood, cost and timing of warranty related issues.

4. REVENUE AND SEGMENTAL REPORTING

Management has determined the operating segments based upon the information provided to the Board of Directors which is considered the chief operation decision maker. The Group is managed and reports internally by business division and market for the year ended 30 September 2025.

Major customers

In the year ended 30 September 2025 there were four major customers within the Group that individually accounted for at least 10% of total revenues (2024: two customers). The revenues relating to these in the year to 30 September 2025 were £14,418,000 (2024: £11,085,000). Included within this is revenue from multiple projects with different entities within the Group.

Analysis of revenue by region	Year ended 30 Sep 2025	Year ended 30 Sep 2024
	£000	£000
UK	7,798	5,836
Europe	6,900	954
USA & Canada	3,708	555
Asia Pacific	1,559	9,833
Middle East	8,592	14,986
Rest of World	190	644
	28,747	32,808

Analysis of revenue by product category	Year ended 30 Sep 2025	Year ended 30 Sep 2024
	£000	£000
Asset Protection Technology	26,524	31,289
Offshore Energy Services	2,223	1,519
	28,747	32,808

Analysis of revenue by recognition point	Year ended 30 Sep 2025	Year ended 30 Sep 2024
	£000	£000
Point in Time	2,859	1,889
Over Time	25,888	30,919
	28,747	32,808

At 30 September 2025, the Group had contracts with values of £17,241,000 (2024: £15,471,000) allocated to performance obligations on contracts which has not been fully satisfied at the end of the reporting period. The amount of revenue recognised in the reporting year to 30 September 25 which was previously recorded in contract liabilities was £670,000 (2024: £2,790,000).

Adjusted EBITDA is measured by division and the Board reviews this on the following basis.

Due to changes in senior management, and the development of new products the Chief Decision Maker has changed operating segments in this financial year to Asset Protection Technology and Offshore Energy Services. Comparatives have been restated.

	Asset Protection Technology 2025	Offshore Energy Services 2025	Group/ Eliminations	Total 2025
	£000	£000	£000	£000

Revenue	26,524	2,223	-	28,747
Cost of sales	(17,227)	(1,679)	-	(18,906)
Gross profit	9,297	544	-	9,841
% Gross profit	35.1%	24.5%	-	34.2%

Administrative expenses	(9,331)	(500)	(3,282)	(13,113)
Warranty provision	-	-	-	-
Expected credit loss	(510)	-	-	(510)
Other operating income	97	-	162	259
Operating profit / (loss) from continuing operations	(447)	44	(3,120)	(3,523)

Analysed as:
Adjusted EBITDA	1,781	305	(2,025)	61
Depreciation	(1,255)	(258)	(18)	(1,531)
Amortisation	(207)	-	(51)	(258)
Exceptional share based payment charges	(25)	-	(141)	(166)
Exceptional IT costs	-	-	(53)	(53)
Warranty costs	(218)	-	-	(218)
China debt recovery	(510)	-	-	(510)
Restructuring costs	(13)	(3)	(832)	(848)
Operating profit / (loss) from continuing operations	(447)	44	(3,120)	(3,523)

Finance costs	(247)	-	(432)	(679)
Finance income	26	-	-	26
Tax	(39)	-	309	270
(Loss) / profit after tax from continuing operations	(707)	44	(3,243)	(3,906)
	Asset Protection Technology 2025	Offshore Energy Services 2025	Group/ Eliminations	Total 2025
	£000	£000	£000	£000

Other information
Reportable segment assets	21,455	1,598	19,032	42,085
Reportable segment liabilities	10,742	112	6,790	17,644

The goodwill and other intangible assets allocated to Group for the purposes of internal reporting are £15,805,000 for Asset Protection Technology and £nil for Offshore Energy Services.

	Asset Protection Technology 2024 (restated)	Offshore Energy Services 2024 (restated)	Group/ Eliminations (restated)	Total 2024 (restated)
	£000	£000	£000	£000

Revenue	31,289	1,519	-	32,808
Cost of sales	(20,596)	(1,695)	-	(22,291)
Gross profit	10,693	(176)	-	(10,517)
% Gross profit	34.2%	(11.6%)	-	32.1%

Administrative expenses	(9,778)	(261)	(3,156)	(13,195)
Warranty provision	(656)	-	-	(656)
Expected credit loss	(520)	-	-	(520)
Other operating income	10	-	12	22
Operating profit / (loss) from continuing operations	(251)	(437)	(3,144)	(3,832)

Analysed as:
Adjusted EBITDA	4,605	(321)	(2,570)	1,714
Depreciation	(1,149)	(116)	(12)	(1,277)
Amortisation	(268)	-	(98)	(366)
Exceptional share based payment charges	(52)	-	(108)	(160)
Impairment of goodwill	(1,545)	-	-	(1,545)
Exceptional IT costs	(46)	-	(123)	(169)
Warranty costs	(656)	-	-	(656)
China debt recovery	(520)	-	-	(520)
Foreign exchange losses	(620)	-	(3)	(623)
Restructuring costs	-	-	(230)	(230)
Operating profit / (loss) from continuing operations	(251)	(437)	(3,144)	(3,832)

Finance costs	(80)	-	(647)	(727)
Finance income	19	-	-	19
Tax	(830)	-	273	(557)
(Loss) / profit from continuing operations	(1,142)	(437)	(3,518)	(5,097)

	Asset Protection Technology 2024 (restated)	Offshore Energy Services 2024 (restated)	Group/ Eliminations (restated)	Total 2024 (restated)
	£000	£000	£000	£000

Other information
Reportable segment assets	27,097	1,427	22,384	50,908
Reportable segment liabilities	15,324	171	7,249	22,744

5. NET FINANCE COSTS

	Year ended 30 Sep 2025	Year ended 30 Sep 2024
	£000	£000
Interest payable and similar charges
On other loans	545	727
Unwinding of discount	134	-
Total interest payable and similar charges	679	727
Interest receivable and similar income
Interest receivable	26	19
Total interest receivable and similar income	26	19
Net finance costs	653	708

Interest expense on lease liabilities was £76,000 (2024: £78,000).

6. EARNINGS PER SHARE

Basic earnings per share are calculated by dividing the earnings attributable to equity shareholders by the weighted average number of ordinary shares in issue. Diluted earnings per share are calculated by including the impact of all conditional share awards.

The calculation of basic and diluted profit per share is based on the following data:

	30 Sep 2025	30 Sep 2024
	Continuing operations	Continuing operations	Discontinued operations
Earnings (£000)
Earnings for the purposes of basic and diluted earnings Per share being profit/(loss) for the year attributable to equity shareholders	(3,906)	(5,097)	(1,316)
Number of shares
Weighted average number of shares for the purposes of basic earnings per share	138,137,753	136,387,508	136,387,508
Weighted average dilutive effect of conditional share awards	5,930,403	8,199,289	8,199,289
Weighted average number of shares for the purposes of diluted earnings per share	144,068,156	144,586,797	144,586,797
Profit per ordinary share (pence)
Basic profit per ordinary share	(2.83)	(3.74)	(0.96)
Diluted profit per ordinary share	(2.83)	(3.74)	(0.96)

Adjusted loss per ordinary share (pence)*	(1.55)	(1.04)	(0.96)
The calculation of adjusted earnings per share is based on the following data:
	30 Sep 2025	30 Sep 2024
	Continuing operations	Continuing operations	Discontinued operations
	£000	£000	£000
(Loss) for the period attributable to equity shareholders	(3,906)	(5,097)	(1,316)
Add back:
Impairment of goodwill	-	1,545	-
Amortisation on acquired intangible assets	55	98	-
Exceptional share based payment	166	160	-
Exceptional staff costs (restructuring)	848	230	-
Exceptional IT costs	53	169	-
Warranty costs	218	656	-
China debt recovery	510	520	-
Tax effect on above	(87)	351	-
Adjusted earnings	(2,143)	(1,367)	(1,316)

*Adjusted earnings per share is calculated as profit for the period adjusted for amortisation as a result of business combinations, one off items, share based payments and the tax effect of these at the effective rate of corporation tax, divided by the closing number of shares in issue at the Balance Sheet date. This is the measure most commonly used by analysts in evaluating the business' performance and therefore the Directors have concluded this is a meaningful adjusted EPS measure to present.

	Goodwill	Software	Product development	Trade name	Customer relationships	Total
	£000	£000	£000	£000	£000	£000
COST
As at 1 October 2023	26,292	294	3,814	1,289	1,870	33,559
Additions	150	-	85	-	-	235
Disposals	-	(272)	(845)	-	-	(1,117)
Discontinued operations	(234)	-	(880)	(738)	(445)	(2,297)
As at 30 September 2024	26,208	22	2,174	551	1,425	30,380
Additions	-	-	80	-	-	80
As at 30 September 2025	26,208	22	2,254	551	1,425	30,460

AMORTISATION AND IMPAIRMENT
As at 1 October 2023	8,854	294	2,590	584	1,870	14,192
Amortisation charge for the year	-	-	385	98	-	483
Eliminated on disposal	-	(272)	(844)	-	-	(1,116)
Impairment charge	1,546	-	-	-	-	1,546
Discontinued operations	-	-	(576)	(412)	(445)	(1,433)
As at 30 September 2024	10,400	22	1,555	270	1,425	13,672
Amortisation charge for the year	-	-	204	55	-	259
As at 30 September 2025	10,400	22	1,759	325	1,425	13,931

NET BOOK VALUE
As at 30 September 2023	17,438	-	1,224	705	-	19,367
As at 30 September 2024	15,808	-	619	281	-	16,708
As at 30 September 2025	15,808	-	495	226	-	16,529

7. GOODWILL AND OTHER INTANGIBLES

The remaining amortisation periods for software and product development are 6 months to 48 months (2024: 6 months to 48 months).

Goodwill has been tested for impairment. The method, key assumptions and results of the impairment review are detailed below:

Goodwill is attributed to the CGU being the division in which the goodwill has arisen. The CGUs within the Group have been reviewed. The Group has 4 CGUs and the goodwill related to each CGU as disclosed below.

Goodwill	2025 £000	2024 (restated) £000
Asset Protection Technology:
PU Products	13,068	13,068
Concrete Products	2,590	2,590
Engineering Services	150	150
Offshore Energy Services:
Offshore Energy Services (incl Grouting)	-	-

Following the review of the business and launch of Project Aurora, the business was refocussed into Asset Protection Technology and Offshore Energy Services. Following this realignment of the business, the CGUs within the Group were reviewed.

Goodwill is now allocated to four CGUs being PU Products, Concrete Products, Engineering Services and Offshore Energy Services. Goodwill has been tested for impairment by assessing the value in use of the cash generating unit. The value in use has been calculated using budgeted cash flow projections for the next 5 years and into perpetuity. The forecasts have been compiled at individual CGU level with the first year and second year modelled around the known contracts which the entities have already secured or are in an advanced stage of securing. A targeted revenue stream based on historic revenue run rates has then been incorporated into the cashflows to model contracts that are as yet unidentified that are likely be won and completed in the year. The forecasts for years 2 to 5 are based on assumed compound annual growth rates (CAGR). The growth rates applied across years 2 to 5 were 7.5% for the PU Products CGU, 5% for the Concrete Products CGU, 5% for the Engineering Services CGU and 5% for the Offshore Energy Services CGU. Gross margin assumptions applied range from the overall group margin for FY25 to a level in line with the margin reported for each operating segment. The value in use calculation models an increase in revenue, costs and EBITDA for both CGU's of 2% into perpetuity after year 5.

The cashflow forecasts assume growth in revenue across the Group. These growth rates are based on past experience, current forward orderbook and market conditions and discount rates are consistent with external information. The growth rates shown are the average applied to the cash flows of the individual cash generating units and do not form a basis for estimating the consolidated profits of the Group in the future.

In addition to growth in revenue and profitability, the key assumptions used in the impairment testing were as follows:

• A post tax discount rate of 14% WACC (FY24 14.3%) estimated using a weighted average cost of capital adjusted to reflect current market assessment of the time value of money and the risks specific to the Group

• Terminal growth rate percentage of 2% (FY24: 2%)

The value in use calculations performed for the impairment review were higher than the carrying value of the PU Products CGU. The value in use calculations have a range of assumptions, which if changed would lead to an impairment charge. To assess these changes management have run a model which sensitises the assumption on EBITDA generated in the PU Products CGU. In the base case model, management have assumed varying growth rates across the 5 year period, with an average CAGR across the period of 17.4%. If the CGU fell short of the revenue growth by 1% in each year and Gross Margin reduced by 1% in each period of the model the PU Products CGU value in use would reduce and an impairment charge of £4,535k would be required. The base case model assumes a post-tax discount rate of 14.0%.

The value in use calculations performed for the impairment review were higher than the carrying value of the Concrete Products CGU. The value in use calculations have a range of assumptions, which if changed would lead to an impairment charge. To assess these changes management have run a model which sensitises the assumption on EBITDA generated in the Concrete Products CGU. In the base case model, management have assumed varying growth rates across the 5 year period, with an average CAGR across the period of 10.1%. If the CGU fell short of the revenue growth by 1% in each year and Gross Margin reduced by 1% in each period of the model the Concrete Products CGU value in use would reduce and an impairment charge of £1,304k would be required. The base case model assumes a post-tax discount rate of 14.0%.

8. INVESTMENT PROPERTY

Investment property includes commercial properties in England which are owned to earn rentals and for capital appreciation.

Changes to carrying amounts are as follows:

	30 Sep 2025	30 Sep 2024
	£'000	£'000
Fair value 1 October	2,842	-
Transferred from freehold property	-	2,842
Change in fair value - revaluation	-	-
Transferred to assets held for sale	(2,842)
Fair value 30 September	-	2,842

The investment property was leased to third parties on an operating lease. Rental income of £119,000 (2024: £nil) is shown within other operating income. There are no expenses in relation to the investment property.

Although the risks associated with rights the Group retained underlying assets are not considered to be significant, the Group employs strategies to further minimise these risks. The under guaranteed residual values do not represent significant risk for the Group, as they relate to property which is located in a location where market value, year on year, has always remained stable with trivial fluctuations. For example, ensuring the contract includes clauses requiring the lessee to compensate the Group when a property has been subjected to excess wear-and-tear during the lease term. The lessee does not have an option to purchase the property at the end of the lease expiry period.

The lease contract was renewed in May 2025 for a 12 month period at a rate of £185,000 per annum.

The property was valued using by an independent valuer (G F White LLP) on 30 September 2025. The revaluation of investment property in the year resulted in no change in valuation during the period.

The investment property was marketed for sale prior to 30 September 2025. The property has been reclassified as an 'asset held for sale'. The property was sold on 27^th February 2026 for a consideration (less fees and expenses) of £2.8m.

9. TRADE AND OTHER RECEIVABLES

	30 Sep 2025	30 Sep 2024
	£000	£000
Amounts falling due within one year:
Trade receivables not past due	2,688	3,978
Trade receivables past due (1-30 days)	954	1,517
Trade receivables past due (over 30 days)	3,352	2,744
Trade receivables not yet due (retentions)	178	259
Expected credit loss	(835)	(520)
Trade receivables net	6,337	7,978

Contract assets	6,865	3,590
Other receivables	415	637
Warranty insurance debtor	-	5,165
Prepayments and accrued income	517	977
Deferred consideration on sale of subsidiary	-	1,742
Derivative asset	-	247
	14,134	20,336

Trade and other receivables are all current and any fair value difference is not material. Trade receivables are assessed by management for credit risk and are considered past due when a counterparty has failed to make a payment when that payment was contractually due. Management assesses trade receivables that are past the contracted due date by up to 30 days and by over 30 days.

The carrying amounts of the Group's trade and other receivables are all denominated in GBP, USD, EUR and RMB.

The Group assesses on a forward-looking basis the expected credit losses (ECL) associated with its financial assets. The Group has the following types of financial assets that are subject to the expected credit loss model:

Trade receivables arising from sale of goods and provision of consultancy services

Contract assets relating to the sale of goods and provision of consultancy services

The Group recognizes a loss allowance for such losses at each reporting date. The measurement of ECL reflects:

1. An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes.
2. The time value of money.
3. Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions, and forecasts of future economic conditions.

Methodology
The Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due for Groupings of various customer segments that have similar loss patterns by geographical region and product type. The expected loss rates are based on the payment profiles of sales over a period of 5 years before 30 September 2025.

To measure the expected credit losses, trade receivables and contract assets have been Grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contract. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

Key Assumptions
The key assumptions used in estimating ECL are as follows:
- Historical credit loss experience.
- Adjustments for forward-looking information such as economic forecasts and industry trends.
- The impact of macroeconomic factors on the creditworthiness of customers.

On that basis, the loss allowance as at 30 September 2025 and 30 September 2024 was determined as follows for both trade receivables and contract assets:

30 Sep 25 - £'000	Not yet due	< 3 Months past due	3m - 12m past due	> 12m past due
Expected loss rate	0%	0%	0%	78%
Carrying amount - Trade receivables	2,866	3,232	-	1,074
Carrying amount - Contract assets	6,813	-	-	-
Loss Allowance	Nil	Nil	Nil	835

Historically, except for the China entity debt, the Group has recovered 100% of receivable balances and no other credit losses have previously been accounted for. The Group continues to operate in global markets where payment practices surrounding large contracts can be different to those within Europe. The flow of funds on large capital projects within China tend to move only when the windfarm developer approves the completion of the project.

The Group has a number of trade receivable balances, within its subsidiary based in China, which have been past due for more than 1 year. At 30 September 2025 the value of these overdue trade receivables was £1.3m. Of this balance £0.4m was received in December 2025. These remaining amounts remain outstanding at the approval of the financial statements. The Group therefore made an expected credit loss provision in relation to the outstanding balances due to its Subsidiary within China. The provision is calculated at 100% of the exposed amount due to the age of the debt.

All other receivables are considered to be 100% recoverable on the basis that previous trading history sets a precedent that these balances will be received. Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a customer to engage in a repayment discussion with the Group.

Impairment losses on trade receivables and contract assets are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item.

Reconciliation of Loss Allowance

The movement in the allowance for credit losses during the year was as follows:

£'000	30 Sep 2025	30 Sep 2024
Opening balance	520	-
Increase in loss allowance	326	520
Impact of foreign exchange	(11)
Closing Balance	835	520

10. TRADE AND OTHER PAYABLES

	30 Sep 2025	30 Sep 2024
	£000	£000
Current
Trade payables	5,845	5,858
Tax and social security	368	554
Accruals	1,283	1,358
Contract liabilities	445	670
Other creditors	71	63
Derivative financial liability	67	-
	8,079	8,503

Trade and other payables are all current and any fair value difference is not material. The derivative financial liability relates to forward foreign currency contracts. Forward currency contracts are revalued using the period end spot rate.

Contract liabilities have reduced in the year mainly due to timing of ongoing projects, how far through the work we are versus what cash was received in advance.

11. BORROWINGS

	30 Sep 2025	30 Sep 2024
	£000	£000
Current
Trade Loan Facility	2,817	3,183
Lease liability	437	371
CBILS Bank Loan	3,000	3,000
	6,254	6,554
Non-current
Lease liability	594	924
	594	924
	2025	2024
	£000	£000
Amount repayable
Within one year	6,254	6,554
In more than one year but less than two years	360	344
In more than two years but less than three years	180	351
In more than three years but less than four years	54	175
In more than four years but less than five years	-	54
	6,848	7,478

The above carrying values of the borrowings equate to the fair values.

	2025	2024
	%	%
Average interest rates at the balance sheet date
Lease liability	6.36	5.92
Trade Loan Facility	6.48	7.19
CBILS Bank Loan	7.50	7.50

The CBILS Bank Loan matured on 31 October 2025 and was replaced by a GGS Loan of £2m repayable over a period of three years. The Trade Loan Facility is subject to annual review, as described in note 2b.

Lease liability

This represents the lease liability recognised under IFRS 16. The assets leased are shown as a right of use asset within Tangible Fixed Assets (note 12 of the Annual Report) and relate to the buildings from which the Group operates, along with leased items of equipment and computer software.

The asset and liability have been calculated using a discount rate between 3.25% and 7.25% based on the inception date of the lease.

These leases are due to expire between February 2026 and June 2029.

Cash flows from financing activities

An analysis of cash flows from financing activities is provided as follows:

	Lease liabilities £000	Loans & Borrowings £000	Total £000

Balance at 1 October 2023	1,305	6,575	7,880
Changes from financing cash flows
Proceeds from loans & borrowings	-	11,413	11,413
Repayment of Loans & Borrowings	-	(11,804)	(11,804)
Payment of lease liabilities	(514)	-	(514)
Total changes from financing cash flows	(514)	(392)	(906)
Other changes
Interest expense	78	569	647
Payment of interest Adjustments to lease calculation Disposal r.e. discontinued operations	- (8) (60)	(569) - -	(569) (8) (60)
New leases	494	-	494
Total other changes	504	-	504
Balance at 30 September 2024	1,295	6,183	7,478

Balance at 1 October 2024	1,295	6,183	7,478
Changes from financing cash flows
Proceeds from loans & borrowings	-	11,930	11,930
Repayment of Loans & Borrowings	-	(12,296)	(12,296)
Payment of lease liabilities	(507)	-	(507)
Total changes from financing cash flows	788	5,817	6,605
Other changes
New leases	165	-	165
Interest expense	78	467	545
Payment of interest	-	(467)	(467)
Total other changes	243	-	243
Balance at 30 September 2025	1,031	5,817	6,848

12. PROVISIONS & CONTINGENT LIABILITIES

Provisions are split between current and non-current. The carrying amounts and the movements in the provision account are as follows:

	Onerous contracts £000	Warranty provision £000	Total £000

Carrying amount at 1 October 2023	465	-	465
Additional provision	-	5,821	5,821
Amounts utilised	(404)	-	(404)
Carrying amount at 30 September 2024	61	5,821	5,882

Carrying amount at 1 October 2024	61	5,821	5,882
Additional provision	4	-	4
Amounts utilised	(58)	(3,906)	(3,964)
Unwinding of discount	-	134	134
Carrying amount at 30 September 2025	7	2,049	2,056

All of the provisions above are due to be paid within one year of the balance sheet date.

Onerous Contracts

The Group has assessed that the unavoidable costs of fulfilling the contract obligations exceed the economic benefits expected to be received from the contract. The provision relates to two contracts in the offshore energy division (2024: one contract) which are expected to be completed in the year ended September 2026.

Warranty Provisions

As noted by the Group in public announcements in prior years, there has been a historic industry-wide issue regarding abrasion of legacy cable protection systems installed at offshore windfarms. The precise cause of the issues in each instance is not always clear and could be as a result of a number of factors, such as the decision by windfarm developers to exclude a second layer of rock to stabilise the cables.

Since the emergence of the issue, Tekmar has been committed to working with relevant installers and operators, including directly with customers who have highlighted this issue, to investigate further the root cause and assist with identifying potential remedial solutions. This has been undertaken without prejudice and on the basis that Tekmar has consistently denied any responsibility for these issues. Given the extensive uncertainties, the RCA investigations have not concluded that the Tekmar products are defective.

During this financial year, the Group entered commercial settlement discussions with customers to resolve disputes related to the legacy defect notifications on 9 projects with alleged CPS failures. The aggregate of the expected outflows under the proposed settlements was £5.2m in full and final settlement of the 9 claims. The provision has been estimated based on the proposed settlement value. In addition to the above a further provision of £0.7m was made on 30 September 2024 in respect of 2 projects. No further provision made in year ended 30 September 2025.

Working in collaboration with the relevant customers, Tekmar negotiated a commercial settlement with its EXPL insurance provider of £5.2m in relation to the above claims. The insurance proceeds were received in the year and were available for use at the discretion of the Group in settlement of the above claims, with any unused cash repayable to the insurer. The Group has paid over £4.1m (including fees) of the insurance proceeds received in full and final commercial settlement, without acknowledgement of liability, on 5 of the projects with alleged defects. In addition, 3 of the disputes were settled without any compensation being paid leaving 2 remaining projects still subject to final negotiation.

Tekmar has received a further defect notification in relation to incorrect/out of specification coating application on 1 historic project. The nature of this defect notification is entirely separate to the legacy defect issues disclosed above. There are a number of units which have been installed in relation to this legacy project and discussions with the customer are ongoing in regard to the solution. Management believe that the most likely solution would result in an outflow of economic benefits of c£0.2m to provide a resolution to the issue.

The expected outflow of economic resources from the warranty matters has been recognised as an expense on the face of the statement of profit and loss for the year ended 30 September 2024. This value was shown net of the insurance receivable in accordance with IAS 37. No further provisions have been made in year ended 30 September 2025.

The Group incurred costs of £0.22m (FY24 £0.66m) in managing the warranty issue.

Tekmar Group plc has taken exemption under IAS37, Paragraph 92 to not disclose information on the uncertainties in relation to timing and the assumptions used to calculate the provision as this could prejudice seriously the position of the entity in a dispute with other parties on the subject matter as a result of the early stage of settlement discussions.

Contingent Liabilities

Contingent liabilities are disclosed in the financial statements when a possible obligation exists, the existence will be confirmed by uncertain future events that are not wholly within the control of the entity. Contingent liabilities also include obligations that are not recognised because their amount cannot be measured reliably or because settlement is not probable.

Tekmar is committed to working with relevant installers and operators, including directly with customers who have highlighted this issue, to investigate further the root cause in each case and assist with identifying potential remedial solutions. This is being done without prejudice and on the basis that Tekmar has consistently denied any responsibility for these issues. However, given these extensive uncertainties and level of variabilities at this early stage of investigations no conclusions can yet be made.

Tekmar have been presented with defect notifications for 1 legacy project (2024: 2) (in addition to those disclosed as provisions) on which it has supplied cable protection systems ("CPS"). These defect notifications have only been received on projects where there was an absence of the second layer of rock traditionally used to stabilise the cables.

At this stage management do not consider that there is a present obligation arising under IAS37 as insufficient evidence is available to identify the overall root cause of the damage to any of the CPS. Independent technical experts have been engaged to determine the root cause of the damage to the CPS, Tekmar have reviewed the assessments and concluded that a present obligation does not exists.

Management acknowledges that there are many complexities with regards to the alleged defects which could lead to a range of possible outcomes. Given the range of possible outcomes, management considers that a possible obligation exists which will only be confirmed by further technical investigation to identify the root cause of alleged CPS failures. As such management has disclosed a contingent liability in the financial statements.

Tekmar Group plc has taken exemption under IAS37, Paragraph 92 to not disclose information on the range of financial outcomes, uncertainties in relation to timing and any potential reimbursement as this could prejudice seriously the position of the entity in a dispute with other parties on the subject matter as a result of the early stage of discussions.

13. POST BALANCE SHEET EVENTS

On the 31 October 2025 the CBILs loan of £3m was repaid in full and was replaced with a Growth Guarantee Scheme (GGS) loan of £2m. The GGS loan is repayable over a term of 3 years.

On 24 October 2025, Share Capital was increased by the issue of 203,934 1p Ordinary Shares at a price of 1p.

On 18 December 2025, Share Capital was increased by the issue of 458,716 1p Ordinary Shares at a price of 5.45p.

On 27 February 2026, the Group sold Innovation House, a commercial property not utilised by the Group in its current operations and previously held as an investment property, for a net cash consideration of £2.84m resulting in neither profit nor loss on disposal for the Group.

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