2026 Half Year Results

Videndum PLC

05 August 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

5 August 2026

Videndum plc

2026 Half Year Results

Results
	H1 2026	H1 2025
Continuing operations¹
Revenue	£110.3m	£115.4m
Adjusted EBITDA*	£3.0m	£2.4m
Adjusted EBITDA margin*	2.7%	2.1%
Adjusted operating loss*	£(4.6)m	£(7.0)m
Adjusted operating cash flow*	£2.3m	£(0.6)m
Net debt*	£39.3m	£137.7m
Statutory results from continuing and discontinued operations¹
Revenue	£110.3m	£115.9m
Operating profit/(loss)	£9.6m	£(15.6)m
Loss before tax	£(2.0)m	£(20.1)m
Loss per share	(11.1)p	(4,324.0)p

Financial summary

-	Like-for-like revenue in line with prior year on a constant currency basis (excluding £4.3 million from discontinued brands in H1 2025 and £0.4 million in H1 20262).
-	Increase in adjusted EBITDA* to £3.0 million.
-	Statutory operating profit of £9.6 million included £14.2 million profit from adjusting items (£16.9 million of which was debt write-off).
-	£2.3 million adjusted operating cash flow*.
-	Net debt* decreased by £103.0 million across H1 2026 to £39.3 million at 30 June 2026 including £24.2 million of leases.

Key achievements

-	£85 million equity raise on 30 March 2026, combined with c.£39 million of debt equitisation and write-off.
-	Strengthened go-to-market execution and geographic reach, expanding aggressively in Asia.
-	Continued progress on cost saving initiatives. c.£3.5 million achieved in H1 2026 and expected to deliver full year savings of c.£8 million.
-	c.£10 million (15%) reduction in inventory compared to 30 June 2025.
-	Accelerated rate of innovation with 26 new product lines scheduled for release in 2026.

Commenting, Stephen Harris, Chairman, said:

"Trading conditions during the first half of the year were difficult. Revenue on a like-for-like basis was flat compared to the prior year. Performance suffered due to production line failures in Feltre as well as disruption arising from the conflict in the Middle East.

"On 30 March 2026, the Group completed an equity raise of £85 million as part of a comprehensive refinancing, representing an important step in strengthening Videndum's financial position to support implementation of the Group's strategy and long-term growth.

"Management has continued to take self-help actions to improve commercial execution, optimise inventory and reduce costs, and the majority of the production challenges at Feltre have now been resolved. However, due to the ongoing challenging trading conditions, the Board now expects full year adjusted EBITDA to be between £15 million and £18 million.

"Looking to the medium term, we expect to deliver revenue in excess of £350 million, together with a mid‑teens adjusted EBITDA margin*. This outlook is underpinned by ongoing operational efficiencies, disciplined cost‑reduction initiatives and the continued contribution from new products.

"I am pleased to welcome Jan Peter Tewes as Videndum's new Group Chief Executive Officer. He will take up the position on 17 August, at which time I will step back to my role as Non-Executive Chairman. Jan Peter brings significant leadership experience, a strong track record in brand and channel management, and a proven ability in driving operational improvement. Jan Peter has an ideal background for Videndum in our current phase of development."

Notes

1	Amimon was sold on 9 April 2025 and is reported as a discontinued operation. Results of discontinued operations can be found in note 2 to the condensed financial statements.
2	Videndum discontinued the JOBY and National Geographic brands in 2025.
3	H1 2026 average exchange rates: £1 = USD 1.34, £1 = EUR 1.15, EUR 1 = USD 1.17, £1 = JPY 212
4	H1 2025 average exchange rates: £1 = USD 1.30, £1 = EUR 1.19, EUR 1 = USD 1.09, £1 = JPY 193

* In addition to statutory reporting, Videndum plc reports alternative performance measures from continuing operations ("APMs") which are not defined or specified under the requirements of International Financial Reporting Standards ("IFRS"). The Group uses these APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact upon IFRS measures and excluding discontinued operations, to aid the user in understanding the activity taking place across the Group. APMs are used by the Directors and management for performance analysis, planning, reporting and incentive purposes. A summary of APMs used and their closest equivalent statutory measures is given in the Glossary.

For more information please contact:
Videndum plc	Email: [e-mail]
Stephen Harris, Chairman Brian Morgan, Group Chief Financial Officer
FTI Consulting Richard Mountain / Ben Fletcher	Telephone: [phone]

An audio webcast for Analysts and Investors will be held today, starting at 08:30am UK time. The presentation slides will be available on our website.

Users can pre-register to access the webcast and slides using the following link:

https://videndum.com/investors/results-reports-and-presentations/

Notes to Editors:

Videndum is a leading global provider of premium branded hardware products and software solutions to the content creation market.

Our product portfolio includes camera supports, video transmission systems and monitors, live streaming solutions, robotic camera systems, prompters, LED lighting, mobile power, bags, backgrounds, audio capture, and noise reduction equipment.

We employ around 1,200 people across the world with facilities in 8 different countries. Videndum plc is listed on the London Stock Exchange, ticker: VID.

More information can be found at: https://videndum.com/

LEI number: 2138007H5DQ4X8YOCF14

Market overview

Trading during the first half of the year was difficult. Performance was impacted by Manfrotto ONE production line failures at the Feltre manufacturing facility, resulting in a significant shortfall in revenues, a proportion being deferred to the second half of the year. The majority of these production challenges have been resolved. This was compounded by disruption arising from the conflict in the Middle East, which increased logistics costs, extended delivery times and delayed purchasing decisions.

In outside broadcast, our rental business supplied camera and ancillary solutions, and operators to two major sporting events: the Winter Olympics held in Italy, and the FIFA World Cup held in the US, Canada and Mexico.

Management actions

On 30 March 2026, the Group raised £85.0 million (net £78.9 million) from a Firm Placing (96%), Placing and Open Offer (4%) at an Offer Price of 270 pence per New Ordinary Share (equivalent to a pre-Consolidation issue price of 1.35 pence per ordinary share).

Alongside the equity raise there was £21.9 million equitisation of the previous Multicurrency Revolving Credit Facility ("RCF") debt by Polus Capital in exchange for new equity, and the write-off and release of £16.9 million of the previous RCF debt by the Lenders. The combination of these actions was to reduce 31 December 2025 pro forma net debt* by £109.9 million (after debt refinancing fees).

The Group continues to control costs and optimise operations, resulting in c.£3.5 million of savings achieved in H1 2026 and expected to deliver full year savings of c.£8 million. In February 2026, the Group closed distribution operations in Australia. The Group's presence in Australia is now via an external distribution model, utilising third party distributors that are fulfilled from our China and EU warehouses. The Group has continued to upgrade the management team to counter the challenges being faced.

We are aggressively expanding our presence in Asia and have added multiple new distribution partners, particularly in China.

Our focus remains on delivering innovative new products with 26 new product lines scheduled for release in 2026.

Group Results

The numbers below are presented on a continuing basis unless otherwise stated. Amimon was sold on 9 April 2025 and is reported as a discontinued operation. Results of discontinued operations can be found in note 2 to the condensed financial statements.

	Adjusted*			Statutory from continuing and discontinued operations
	H1 2026	H1 2025	Change	H1 2026	H1 2025
Revenue	£110.3m	£115.4m	(4)%	£110.3m	£115.9m
EBITDA	£3.0m	£2.4m	£0.6m	n/a	n/a
Operating profit/(loss)	£(4.6)m	£(7.0)m	£2.4m	£9.6m	£(15.6)m
Loss before tax	£(13.4)m	£(14.3)m	£0.9m	£(2.0)m	£(20.1)m
Loss per share	(66.1)p	(2,233.7)p	2,214.2p	(11.1)p	(4,324.0)p

Revenue was 4% lower than in H1 2025 but was in line with H1 2025 on a constant currency basis, when excluding £4.3 million from discontinued brands in H1 2025 (£0.4 million in H1 2026) and adverse foreign exchange of £1.4 million.

Adjusted gross profit margin* rose to 36% in H1 2026 (H1 2025: 35%), mainly due to restructuring savings from the move of operations from Bury St Edmunds and Ashby-de-la-Zouch to Feltre and Costa Rica, and lower depreciation following impairments made at the end of 2025. This was partly offset by a 1% inflation in materials (net of procurement savings).

Notwithstanding a 4% increase in wages, adjusted operating expenses* decreased by £2.8 million to £45.0 million (H1 2025: £47.8 million). This was driven in part by restructuring savings from actions taken in 2025, as well as those taken in H1 2026; alongside lower depreciation and amortisation costs as a result of the impairments made at the end of 2025.

Adjusted operating loss* of £4.6 million (H1 2025: £7.0 million loss) includes depreciation and amortisation costs of £7.6 million (H1 2025: £9.4 million). Adjusted EBITDA* increased by £0.6 million to £3.0 million (H1 2025: £2.4 million).

Adjusted net finance expense* of £8.8 million was £1.5 million higher than in H1 2025 (£7.3 million). This was mainly due to £4.8 million amortisation of loan fees (H1 2025: £1.3 million) of the old RCF in the first quarter, and the write-off of fees in the second quarter relating to the new Senior Term Loan (tranche B), that was repaid on 2 April 2026. Excluding amortisation of loan fees, the adjusted net finance expense* was £2.1 million lower than in H1 2025 as a result of the gross borrowings being lower in the second quarter following the refinancing at the end of March.

Adjusted loss before tax* was £13.4 million compared to a £14.3 million loss in H1 2025.

Statutory loss before tax of £2.0 million (H1 2025: £20.1 million loss) included adjusting items from continuing operations of £11.4 million profit (H1 2025: £8.6 million cost) and £nil from discontinued operations (H1 2025: £2.8 million profit, including profit on disposal). Adjusting items includes £16.9 million from the debt write-off as part of the refinancing; partly offset by charges in relation to the transfer of the pension scheme outside of the Group, and debt fees write-off in relation to the old RCF - see "Adjusting items" section for further detail.

The Group's effective tax rate ("ETR") was a 2% debit on the £13.4 million adjusted loss before tax* (H1 2025: 24% credit on the £14.3 million loss before tax*). Statutory ETR was a 15% debit on the £2.0 million loss (H1 2025: 5% debit on the £20.1 million loss before tax).

Adjusted basic loss per share* was 66.1 pence (H1 2025: 2,233.7 pence loss per share). Statutory basic loss per share was 11.1 pence (H1 2025: 4,324.0 pence loss per share). The 2026 numbers are based on a weighted average number of shares that reflect the timing of the equity raise within H1 2026. The pre-raise share volumes have been restated based on the consolidation of shares made on 30 March 2026. Further detail can be found in note 6 to the condensed financial statements.

Group cash flow and net debt*

Adjusted operating cash flow* of £2.3 million was £2.9 million higher than in H1 2025 (£0.6 million outflow). Free cash outflow* at £15.1 million included debt amendment fees and refinancing costs of £10.6 million, interest of £4.5 million (£2.5 million of which would not have been incurred had the refinancing been in place from 1 January 2026), and restructuring spend of £2.2 million.

£m	H1 2026	H1 2025	Variance
Statutory operating profit/(loss)	9.6	(15.6)	25.2
Add back adjusting items	(14.2)	8.6	(22.8)
Adjusted operating loss*	(4.6)	(7.0)	2.4
Depreciation(1)	7.6	9.4	(1.8)
Adjusted EBITDA*	3.0	2.4	0.6
Adjusted trade working capital (inc)/dec*	5.5	4.7	0.8
Adjusted non-trade working capital (inc)/dec*	(2.6)	(2.5)	(0.1)
Adjusted provisions inc/(dec)*	(0.1)	(0.7)	0.6
Capital expenditure(2)	(4.6)	(5.4)	0.8
Other(3)	1.1	0.9	0.2
Adjusted operating cash flow*	2.3	(0.6)	2.9
Net interest paid	(4.5)	(6.2)	1.7
Tax (paid)/received	(0.1)	4.5	(4.6)
Retention bonuses	-	(0.1)	0.1
Restructuring and other costs, excluding refinancing costs	(2.2)	(5.7)	3.5
Debt amendment fees and refinancing costs	(10.6)	(5.2)	(5.4)
Free cash flow*	(15.1)	(13.3)	(1.8)

(1) Includes depreciation, and amortisation of purchased software and capitalised development costs

(2) Purchase of Property, Plant & Equipment ("PP&E") and capitalisation of software and development costs

(3) Includes share-based payments charge (excluding retention) and other reconciling items to adjusted operating cash flow*

Adjusted trade working capital* decreased by £5.5 million in H1 2026. This movement reflects a £1.5 million decrease in inventories, a £3.6 million decrease in trade receivables, and a £0.4 million increase in trade payables.

Capital expenditure of £4.6 million (H1 2025: £5.4 million) included:

-	£2.1 million of Property, Plant and Equipment ("PP&E") compared with £2.8 million in H1 2025;
-	£2.4 million capitalisation of development costs (H1 2025: £2.6 million) and software of £0.1 million (H1 2025: £nil). Gross R&D was lower than in H1 2025, reflecting the targeting of investment and restructuring actions to right size operations. Gross R&D as a percentage of revenue reduced to 6% (H1 2025: 7%).

£m	H1 2026	H1 2025	Variance
Gross R&D	6.9	8.1	(1.2)
Capitalised	(2.4)	(2.6)	0.2
Amortisation	2.8	3.2	(0.4)
Income Statement Impact	7.3	8.7	(1.4)

Net interest paid of £4.5 million was £1.7 million lower than in H1 2025 reflecting the refinancing in March; the second quarter interest paid was £1.0 million.

December 2025 closing net debt* (£m)	(142.3)
Free cash flow*	(15.1)
Movement in loan fees, net of amortisation	2.5
Net proceeds from equity raise	79.2
Debt equitisation and write-off	38.8
Net lease additions	(1.5)
FX	(0.9)
June 2026 closing net debt* (£m)	(39.3)

Net debt* at 30 June 2026 of £39.3 million was £103.0 million lower than at 31 December 2025 (£142.3 million).

Net debt* at 30 June 2026 consisted of £26.2 million of borrowings (net of capitalised debt fees of £6.8 million) and £24.2 million of lease liabilities, partly offset by £11.1 million of net cash.

Liquidity at 30 June 2026 totalled £25.1 million, comprising £14.0 million unutilised RCF and net cash of £11.1 million.

Borrowing facilities and financial position at 30 June 2026

Following the equity raise on 30 March 2026, the Group completed the refinancing of its debt. The new Group facilities totalled £60.0 million, which reduced to £46.5 million in April upon repayment of the Senior Term Loan (tranche B):

-	a three-year £31.5 million Senior Term Loan (tranche A);
-	a two-year £13.5 million Senior Term Loan (tranche B), which was repaid on 2 April 2026;
-	a new three-year £15.0 million Super Senior RCF, of which 7% was utilised at 30 June 2026 (in relation to fees on the refinancing).

A monthly minimum liquidity covenant of £5.0 million is in place throughout the term, and leverage and interest cover covenants are reintroduced from 31 March 2028. For further detail, see note 9 to the condensed financial statements.

Adjusting items from continuing operations

£m	H1 2026	H1 2025
Debt forgiveness	16.9	-
Impairment of assets	-	(0.9)
Amortisation of intangible assets that are acquired in a business combination	(0.1)	(1.4)
Restructuring costs	(0.7)	(3.3)
Other adjusting items	(1.9)	(3.0)
Adjusting items	14.2	(8.6)

Other adjusting items predominantly consist of a charge of £3.3 million on the transfer of the UK Videndum DB Pension Scheme to Clara Pension Trust; partly offset by a credit of £0.9 million from the release of an accrual for refinancing costs and £0.4 million income from sales of JOBY products.

Further detail on adjusting items can be found in note 3 to the condensed financial statements.

Going concern

The Board has made appropriate enquiries and considers that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of approval of the condensed financial statements. The Board believes that available liquidity will be sufficient to enable the Group to meet its liabilities as they fall due within the going concern assessment period.

The Directors acknowledge that risks remain due to ongoing market volatility. While downside modelling indicates the Group maintains positive liquidity throughout the going concern assessment period and the foreseeable future, if the Group does not meet performance expectations there remains a possibility that a sale, restructuring, or wider reorganisation may need to be considered beyond this period. There is no assurance that such actions could be undertaken or would be sufficient in the downside scenario. As these potential events fall outside the assessment period but could materially impact the Group, they represent a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern should they arise.

Further detail on the assessment of going concern can be found within note 1 to the condensed financial statements.

Appointment of new Group Chief Executive Officer

Jan Peter Tewes will start as Group Chief Executive Officer on 17 August 2026 and will receive the following remuneration package as set out in his service agreement.

-	Base salary of €599,000 per annum.
-	Maximum bonus potential of up to 125% of salary (structure in line with the Company's Remuneration Policy and with bonus eligibility starting in year 2027).
-	Pension allowance of 8% of salary.
-	Long Term Incentive share annual award with a value of 150% of salary at date of grant (structure in line with the Company's Remuneration Policy).
-	Other benefits include car allowance, private healthcare, life assurance and long-term disability insurance.

Dividend

The Board recognises the importance of dividends to the Group's shareholders and intends to resume payment of a progressive and sustainable dividend when appropriate to do so.

Outlook

Trading conditions during the first half of the year were difficult. Performance suffered due to production line failures in Feltre as well as disruption arising from the conflict in the Middle East.

Management has continued to take self-help actions to improve commercial execution, optimise inventory and reduce costs, and the majority of the production challenges at Feltre have now been resolved. However, due to the ongoing challenging trading conditions, the Board now expects full year adjusted EBITDA to be between £15 million and £18 million.

Looking to the medium term, we expect to deliver revenue in excess of £350 million, together with a mid‑teens adjusted EBITDA margin*. This outlook is underpinned by ongoing operational efficiencies, disciplined cost reduction initiatives and the continued contribution from new products.

For and on behalf of the Board

Stephen Harris	Brian Morgan
Chairman	Group Chief Financial Officer

Forward-looking statements

This announcement contains forward-looking statements with respect to the financial condition, performance, position, strategy, results and plans of the Group based on management's current expectations or beliefs as well as assumptions about future events. These forward-looking statements are not guarantees of future performance. Undue reliance should not be placed on forward-looking statements because, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and the Group's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements. The Company undertakes no obligation to publicly revise or update any forward-looking statements or adjust them for future events or developments. Nothing in this announcement should be construed as a profit forecast.

The information in this announcement does not constitute an offer to sell or an invitation to buy shares in the Company in any jurisdiction or an invitation or inducement to engage in any other investment activities. The release or publication of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.

This announcement contains brands and products that are protected in accordance with applicable trademark and patent laws by virtue of their registration.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on.

Neither the content of the Group's websites (or any other website) nor the content of any website accessible from hyperlinks on the Group's website (or any other website) is incorporated into or forms part of this announcement.

Statement of Directors' responsibilities

The Directors confirm that these condensed consolidated financial statements ("Financial Statements") have been prepared in accordance with UK adopted International Accounting Standard 34, 'Interim Financial Reporting' and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and that the interim management report includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-	an indication of important events that have occurred during the first six months and their impact on the Financial Statements, and a description of the principal risks and uncertainties for the remaining six months of the financial year; and
-	material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

The Directors of Videndum plc are listed in the Videndum plc annual report for 31 December 2025. A list of current Directors is maintained on the Videndum plc website: www.videndum.com

By order of the Board

Stephen Harris

5 August 2026

Chairman

Condensed Consolidated Statement of Profit or Loss

For the half year ended 30 June 2026

		Half year to 30 June 2026	Half year to 30 June 2025
		Unaudited	Unaudited
	Notes	£m	£m
Continuing operations
Revenue	2	110.3	115.4
Cost of sales Other Income		(69.8)	(76.4)
Gross profit		40.5	39.0
Other income	2	17.2	-
Operating expenses		(48.1)	(54.6)
Operating profit/(loss)		9.6	(15.6)
Comprising
-   Adjusted operating loss		(4.6)	(7.0)
-   Adjusting items in operating loss	3	14.2	(8.6)
Finance income		0.3	0.2
Finance expense		(11.9)	(7.5)
Net finance expense	4	(11.6)	(7.3)
Loss before tax		(2.0)	(22.9)
Comprising
-   Adjusted loss before tax		(13.4)	(14.3)
-   Adjusting items in loss before tax	3	11.4	(8.6)
Taxation	5	(0.3)	(0.9)
Loss for the period from continuing operations		(2.3)	(23.8)
Profit for the period from discontinued operations		-	2.7
Loss for the period attributable to owners of the parent		(2.3)	(21.1)
Earnings per share from continuing operations
Basic earnings per share	6	(11.1)  pence	(4,877.3) pence
Diluted earnings per share	6	(11.1) pence	(4,877.3) pence
Earnings per share from total operations
Basic earnings per share	6	(11.1)  pence	(4,324.0) pence
Diluted earnings per share	6	(11.1) pence	(4,324.0) pence

Condensed Statement of Comprehensive Income/(Loss)

For the half year ended 30 June 2026

	Half year to 30 June 2026 Unaudited £m	Half year to 30 June 2025 Unaudited £m
Loss for the period	(2.3)	(21.1)
Other comprehensive income/(loss):
Items that will not be reclassified subsequently to profit or loss:
Remeasurements of defined benefit obligation, net of tax	(0.3)	(0.4)
Foreign exchange gain recycled to the Profit or Loss on disposal of businesses	-	(2.4)
Items that are or may be reclassified subsequently to profit or loss:
Currency translation differences on foreign currency subsidiaries	0.5	(9.7)
Fair value of cash flow hedges reclassified to the Profit or Loss	(0.2)	(0.8)
Effective portion of changes in fair value of cash flow hedges	-	0.8
Other comprehensive loss, net of tax	-	(12.5)
Total comprehensive loss for the period attributable to owners of the parent	(2.3)	(33.6)

Condensed Consolidated Balance Sheet
As at 30 June 2026
			30 June 2026			30 June 2025			31 December 2025
			Unaudited			Unaudited			Audited
	Notes		£m			£m			£m
Assets
Non-current assets
Intangible assets	7		64.2			90.9			64.2
Property, plant and equipment			37.9			44.8			39.0
Employee benefit asset	8		-			3.6			3.8
Trade and other receivables			2.1			2.3			1.2
Deferred tax assets			0.8			0.7			0.8
			105.0			142.3			109.0
Current assets
Inventories			58.5				68.4		59.8
Contract assets			1.1				0.9		0.5
Trade and other receivables			40.4				37.5		46.4
Derivative financial instruments			-				0.7		0.1
Current tax assets			2.0				4.1		2.0
Cash and cash equivalents	9		11.1				59.9		11.0
		113.1					171.5		119.8
Total assets		218.1					313.8		228.8
Liabilities
Current liabilities
Bank overdrafts	9	-					48.5		-
Interest-bearing loans and borrowings	9	0.3					0.2		127.8
Lease liabilities	9	5.1					6.0		5.2
Contract liabilities		3.4					2.0		5.1
Trade and other payables		36.5					37.3		42.1
Derivative financial instruments		0.1					-		0.1
Current tax liabilities		5.0					7.5		4.9
Provisions		3.1					5.1		3.7
Total current liabilities		53.5					106.6		188.9
Non-current liabilities
Interest-bearing loans and borrowings	9	25.9					120.8		0.3
Lease liabilities	9	19.1					22.1		20.0
Other payables		1.1					0.7		0.8
Employee benefit liabilities	8	2.0					2.3		2.2
Provisions		0.4					0.5		0.4
Total non-current liabilities		48.5					146.4		23.7
Total liabilities		102.0					253.0		212.6
Net assets		116.1					60.8		16.2
Equity
Share capital	10	21.2					20.8		20.8
Share premium	10	240.0					139.3		139.3
Translation reserve		(25.1)					(28.6)		(25.6)
Capital redemption reserve		1.6					1.6		1.6
Cash flow hedging reserve		(0.2)					0.4		-
Retained earnings		(121.4)					(72.7)		(119.9)
Total equity		116.1					60.8		16.2

Condensed Consolidated Statement of Changes in Equity

For the half year ended 30 June 2026 (Unaudited)

		Share capital	Share premium	Translation reserve	Capital redemption reserve	Cash flow hedging reserve	Retained earnings	Total equity
		£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2026		20.8	139.3	(25.6)	1.6	-	(119.9)	16.2
Loss for the period		-	-	-	-	-	(2.3)	(2.3)
Other comprehensive loss for the period		-	-	0.5	-	(0.2)	(0.3)	-
Total comprehensive loss for the period		-	-	0.5	-	(0.2)	(2.6)	(2.3)
Contributions by and distributions to owners
Debt equitisation (Note 9/10)		0.1	21.8	-	-	-	-	21.9
New shares issued, net of costs (Note 10)		0.3	78.9	-	-	-	-	79.2
Share-based payment charge, net of tax		-	-	-	-	-	1.1	1.1
Balance at 30 June 2026		21.2	240.0	(25.1)	1.6	(0.2)	(121.4)	116.1
		Share capital	Share premium	Translation reserve	Capital redemption reserve	Cash flow hedging reserve	Retained earnings	Total equity
		£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2025		18.9	133.7	(16.5)	1.6	0.4	(52.2)	85.9
Loss for the period		-	-	-	-	-	(21.1)	(21.1)
Other comprehensive (loss)/income for the period		-	-	(12.1)	-	-	(0.4)	(12.5)
Total comprehensive (loss)/income for the period		-	-	(12.1)	-	-	(21.5)	(33.6)
Contributions by and distributions to owners
Settlement of share options		-	-	-	-	-	(0.3)	(0.3)
New shares issued, net of costs		1.9	5.6	-	-	-	-	7.5
Share-based payment charge, net of tax		-	-	-	-	-	1.3	1.3
Balance at 30 June 2025		20.8	139.3	(28.6)	1.6	0.4	(72.7)	60.8

Condensed Consolidated Statement of Cash Flows

For the half year ended 30 June 2026

		Half year to 30 June 2026	Half year to 30 June 2025
		Unaudited	Unaudited
	Notes	£m	£m
Cash flows from operating activities
Loss for the period		(2.3)	(21.1)
Adjustments for:
Net finance expense	4	11.6	7.7
Taxation		0.3	1.0
Depreciation		4.7	6.0
Debt forgiveness	3	(16.9)	-
Impairment of fixed assets		-	0.8
Amortisation of intangible assets		3.0	4.8
Net profit on disposal of property, plant and equipment and software		(0.2)	-
Fair value gains on derivative financial instruments		(0.1)	(0.1)
Foreign exchange losses/(gains)		0.1	(0.4)
Share-based payment charge		1.1	1.3
Profit on disposal of business before transaction costs		-	(4.9)
Cash from/(used in) operating activities before change in working capital, including provisions		1.3	(4.9)
Decrease in inventories		1.5	9.3
Decrease/(increase) in trade receivables		3.6	(1.4)
Decrease in other receivables and contract assets		2.4	0.4
Decrease in trade payables		(0.9)	(2.8)
Decrease in other payables and contract liabilities		(5.1)	(2.6)
Increase/(decrease) in provisions		1.3	(5.1)
Cash generated/(used in) from operating activities		4.1	(7.1)
Interest paid		(14.9)	(10.0)
Tax (paid)/received		(0.1)	4.4
Net cash used in operating activities		(10.9)	(12.7)
Cash flows from investing activities
Interest received		0.2	0.5
Proceeds from sale of property, plant and equipment and software		0.2	0.1
Purchase of property, plant and equipment		(2.1)	(2.8)
Purchase of software and payment of development costs		(2.5)	(2.6)
Disposal of business		-	2.1
Net cash used in investing activities		(4.2)	(2.7)
Cash flows from financing activities
Proceeds from the issue of shares, net of costs	10	79.2	7.5
Settlement of share options		-	(0.3)
Principal lease repayments	9	(2.7)	(3.3)
Repayment of interest-bearing loans and borrowings	9	(67.2)	(2.1)
Borrowings from interest-bearing loans and borrowings	9	6.6	11.9
Net cash inflow from financing activities		15.9	13.7
Increase/(decrease) in cash and cash equivalents		0.8	(1.7)
Effect of exchange rate fluctuations on cash held		(0.7)	0.2
Cash and cash equivalents at 1 January		11.0	12.9
Cash and cash equivalents at the end of the period	9	11.1	11.4

1 Accounting policies

Reporting entity

Videndum plc (the "Company") is a public company limited by shares incorporated in the United Kingdom under the Companies Act. The Company is registered in England and Wales and its registered address is William Vinten Building, Eastlea Road, Bury St Edmunds, IP32 7BY, United Kingdom. These condensed consolidated interim financial statements ("Financial Statements") as at and for the half year ended 30 June 2026 comprise the Company and its subsidiaries (together referred to as the "Group").

These Financial Statements do not comprise statutory accounts within the meaning of section 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2025 were approved by the Board of Directors on 31 March 2026 and delivered to the Registrar of Companies. The report of the auditors on those accounts was unqualified with material uncertainty related to going concern, did not contain an emphasis of matter paragraph and did not contain any statement under section 498 of the Companies Act 2006.

These Condensed Consolidated Half Year Financial Statements have not been reviewed, nor audited by independent auditors. The Financial Statements were approved by the Board of Directors on 5 August 2026.

Basis of preparation and statement of compliance

The half year Financial Statements covers the six-month period ended 30 June 2026 and has been prepared in accordance with the UK-adopted International Accounting Standard IAS 34 'Interim Financial Reporting' and the Disclosure and Transparency Rules of the Financial Conduct Authority. These Financial Statements comprise the unaudited financial information for the half years ended 30 June 2026 and 2025. The half year financial information has been prepared applying consistent accounting policies to those applied by the Group for the year ended 31 December 2025 except for the tax charge for the interim period (see note 5 "Taxation"). The application of the accounting policies is expected to be applicable for the year ending 31 December 2026, which will be prepared in accordance with United Kingdom adopted International Financial Reporting Standards.

The preparation of Financial Statements requires Directors to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense.  Actual results may differ from these estimates.

In preparing these Financial Statements, the critical judgements made by Directors in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the audited consolidated financial statements as at and for the year ended 31 December 2025.

Critical accounting judgements and key sources of estimation uncertainty

The Directors review the judgements and estimates on an ongoing basis with revisions to accounting estimates recognised in the period in which the estimates are revised and in any future periods affected. The Directors believe that these condensed consolidated financial statements reflect appropriate judgements and estimates and provide a true and fair view of the Group's performance and financial position. Refer to the 2025 Annual Report for further detail on the judgements and estimates.

Impact of adoption of new accounting standards

There are no new impacts of adoption of new accounting standards apart from the disclosure provided in the 2025 Annual Report.

Going Concern Assessment

The Board has made appropriate enquiries and considers that the Group has adequate resources to continue in operational existence for the foreseeable future, being a period of at least 12 months from the date of approval of the condensed financial statements. In making its assessment the Board considered the future trading and cash flow forecasts over a period of 12 months from the approval date of these Financial Statements (the "going concern assessment period") using the latest forecast along with a downside scenario based on H1 2026 performance. The Board believes that available liquidity will be sufficient to enable the Group to meet its liabilities as they fall due within the going concern assessment period. As a result of the ongoing challenging market conditions, the Board has also considered events or conditions that may occur after the end of the defined going concern assessment period.

Refinancing

On 30 March 2026, the Group completed refinancing its capital structure. The refinancing significantly deleveraged the capital structure, materially improved key credit metrics and positions the business to deliver on its potential with the support of the new Super Senior Facility and available cash on the balance sheet. See note 9 "Analysis of net debt" for further details on refinancing and covenants.

Base Case 

The Base Case was reviewed and approved by the Board. The Base Case includes revenue growth, driven by New Product Introductions ("NPI"), expansion in Asia, competitive market positioning through a focus on product costs, and an element of end market growth.

Severe but plausible downside assessment 

The Board has modelled a downside scenario which assumes a decline in revenues consistent with the trend seen over the last twelve months (excluding the non-repeat of the Olympics revenue).

In this scenario management would take further action on the Group's cost base to maintain compliance with the minimum liquidity covenant of £5 million. The mitigating actions modelled in this scenario are within management's control. These actions include: reduction in discretionary operating expenses; removal of incentive payments; salary and headcount freezes; reduction of non-essential capital expenditure; and continued reduction of inventories. Were this scenario to arise, the Group would begin implementing mitigations from September 2026. In this downside scenario there continues to be headroom over the minimum liquidity covenant for the entire going concern assessment period. 

Further actions, which have not been modelled, available to management which could be enacted at minimal cost should such a severe downturn arise include further reduction of operating expenses, the sale of businesses, tangible assets, intangible assets and inventory. 

Material Uncertainty 

Notwithstanding the outcome of the severe but plausible downside, the Directors acknowledge that there remain risks inherent due to the volatility we have experienced in the markets in which we operate given the current macroeconomic environment. If the Group trades at the levels modelled in the severe but plausible downside during the going concern assessment period and the foreseeable future, the Group is forecast to have positive liquidity for the going concern assessment period and the foreseeable future. However, it is possible that a sale, further restructuring or other fundamental re-organisation of the Group could be required to be considered after the defined going concern assessment period. There is no guarantee that the Group could carry out such a re-organisation nor if such activities would be sufficient in this severe but plausible downside scenario. As a result, although outside of the defined going concern assessment period, this represents potential events or conditions of sufficient significance to indicate the existence of a material uncertainty which may cast significant doubt over the Group's ability to continue as a going concern should these events or conditions be realised.

The financial statements do not include the adjustments that would result if the Group were unable to continue as a going concern.

	For the half year to 30 June
2 Segment reporting	Media Solutions1		Production Solutions1		Creative Solutions1		Corporate and unallocated		Total Continuing operations		Discontinued operation2		Total operations
	2026	2025	2026	2025	2026	2025	2026	2025	2026	2025	2026	2025	2026	2025
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
External revenue	46.2	52.2	32.0	31.3	32.1	31.9	-	-	110.3	115.4	-	0.5	110.3	115.9
Inter-segment revenue 3	2.6	0.2	0.4	0.7	-	-	(3.0)	(0.9)	-	-	-	-	-	-
Total revenue	48.8	52.4	32.4	32.0	32.1	31.9	(3.0)	(0.9)	110.3	115.4	-	0.5	110.3	115.9
Other income4	-	-	-	-	0.3	-	-	-	0.3	-	-	-	0.3	-
Adjusted EBITDA5	4.3	5.2	2.3	2.0	3.0	1.6	(6.6)	(6.4)	3.0	2.4	-	-	3.0	2.4
Total depreciation of tangible fixed assets and amortisation of purchased software and capitalised development costs	(3.1)	(3.7)	(1.7)	(3.0)	(2.7)	(2.7)	(0.1)	-	(7.6)	(9.4)	-	-	(7.6)	(9.4)
Adjusted operating profit/(loss)	1.2	1.5	0.6	(1.0)	0.3	(1.1)	(6.7)	(6.4)	(4.6)	(7.0)	-	-	(4.6)	(7.0)
Debt forgiveness4	-	-	-	-	-	-	16.9	-	16.9	-	-	-	16.9	-
Other adjusting items	0.4	(0.5)	(2.1)	(0.1)	0.1	(0.4)	(0.3)	(2.0)	(1.9)	(3.0)	-	-	(1.9)	(3.0)
Restructuring costs	(0.3)	(1.4)	(0.3)	(1.5)	-	(0.2)	(0.1)	(0.2)	(0.7)	(3.3)	-	-	(0.7)	(3.3)
Impairment of assets	-	(0.9)	-	-	-	-	-	-	-	(0.9)	-	-	-	(0.9)
Amortisation of intangible assets that are acquired in a business combination	(0.1)	(0.8)	-	-	-	(0.6)	-	-	(0.1)	(1.4)	-	-	(0.1)	(1.4)
Adjusting items in operating loss	-	(3.6)	(2.4)	(1.6)	0.1	(1.2)	16.5	(2.2)	14.2	(8.6)	-	-	14.2	(8.6)
Operating (loss)/profit	1.2	(2.1)	(1.8)	(2.6)	0.4	(2.3)	9.8	(8.6)	9.6	(15.6)	-	-	9.6	(15.6)
Profit from discontinued operation	-	-	-	-	-	-	-	-	-	-	-	3.2	-	3.2
Net finance expense	(0.2)	(0.4)	(0.1)	-	(0.1)	(0.1)	(11.2)	(6.8)	(11.6)	(7.3)	-	(0.4)	(11.6)	(7.7)
Profit/(loss) before tax	1.0	(2.5)	(1.9)	(2.6)	0.3	(2.4)	(1.4)	(15.4)	(2.0)	(22.9)	-	2.8	(2.0)	(20.1)
Unallocated Taxation	-	-	-	-	-	-	(0.3)	(0.9)	(0.3)	(0.9)	-	(0.1)	(0.3)	(1.0)
Profit/(loss) for the period	1.0	(2.5)	(1.9)	(2.6)	0.3	(2.4)	(1.7)	(16.3)	(2.3)	(23.8)	-	2.7	(2.3)	(21.1)
Segment assets	93.4	113.6	41.7	54.7	68.2	79.3	0.9	1.5	204.2	249.1	-	-	204.2	249.1
Unallocated assets
Cash and cash equivalents	-	-	-	-	-	-	11.1	59.9	11.1	59.9	-	-	11.1	59.9
Current tax assets	-	-	-	-	-	-	2.0	4.1	2.0	4.1	-	-	2.0	4.1
Deferred tax assets	-	-	-	-	-	-	0.8	0.7	0.8	0.7	-	-	0.8	0.7
Total assets	93.4	113.6	41.7	54.7	68.2	79.3	14.8	66.2	218.1	313.8	-	-	218.1	313.8
Segment liabilities	31.4	37.2	22.7	23.1	12.9	11.0	3.8	4.7	70.8	76.0	-	-	70.8	76.0
Interest-bearing loans and borrowings	0.4	0.4	-	-	-	-	25.8	120.6	26.2	121.0	-	-	26.2	121.0
Unallocated liabilities
Bank overdrafts	-	-	-	-	-	-	-	48.5	-	48.5	-	-	-	48.5
Current tax liabilities	-	-	-	-	-	-	5.0	7.5	5.0	7.5	-	-	5.0	7.5
Total liabilities	31.8	37.6	22.7	23.1	12.9	11.0	34.6	181.3	102.0	253.0	-	-	102.0	253.0

¹   The Litepanels, Quasar and Anton Bauer brands were previously presented within the Production Solutions Division, and the Audix brand within the Media Solutions Division. These brands are now        presented within the Creative Solutions Division, where they are managed. The 2025 comparatives have been restated to reflect this change.

²   On 9 April 2025 the Group sold its investment in the Amimon business, which was previously included in the Creative Solutions Division.

³   Inter-segment pricing is determined on an arm's length basis. These are eliminated in the corporate and unallocated column.

⁴   Other income of £17.2 million relates to £0.3 million cash received from US related Employee Retention Credit ("ERC") claims, and £16.9 million of RCF debt written off and released by the previous lenders which is recorded as an adjusting item. See note 3 "Adjusting items" and note 9 "Analysis of net debt".

⁵   See note 12 "Glossary of Alternative Performance Measures ("APMs")".

The Group's operations are located in several geographic locations, and sell products and services to external customers around the world.

3 Adjusting items

The Group presents alternative performance measures ("APMs") in addition to its statutory results. These are presented in accordance with the Guidelines on APMs issued by the European Securities and Markets Authority ("ESMA").

APMs used by the Group and, where relevant, a reconciliation to statutory measures are set out in note 12 "Glossary of Alternative Performance Measures". Adjusting items are described below along with more detail of the specific adjustment and the Group's rationale for the adjustment.

The Group's key performance measures, such as adjusted operating profit, exclude adjusting items. These are not considered by the Group to be part of the normal operating costs of the business.

The following are the Group's principal adjusting items when determining adjusted operating profit/(loss):

- Amortisation of acquired intangible assets:

- Amortisation of capitalised development costs:

- Restructuring and other costs

- Impairment of intangible assets

- Impairment of property, plant and equipment

- Impairment of inventory

- Acquisition related charges

	Half year to 30 June 2026	Half year to 30 June 2025
	£m	£m
Continuing operations
Debt forgiveness1	16.9	-
Other adjusting items2	(1.9)	(3.0)
Restructuring costs3	(0.7)	(3.3)
Impairment of assets4	-	(0.9)
Amortisation of intangible assets that are acquired in a business combination	(0.1)	(1.4)
Adjusting items in operating loss from continuing operations	14.2	(8.6)
Finance expense - Loan fees on Multicurrency revolving credit facility ("Old RCF")5	(2.8)	-
Adjusting items in loss before tax from continuing operations	11.4	(8.6)

¹ Old RCF debt of £16.9 million was written off and released by the previous lenders. The write off is recorded as an adjusting item as a gain on extinguishment through the profit and loss. See note 9 "Analysis of net debt".

² Other adjusting items of £1.9 million expense (2025: £3.0 million expense) mainly include:

- Charge of £3.3 million on the transfer of the UK Videndum DB Pension Scheme to Clara Pension Trust (2025: £nil million) which comprises £2.1 million relating to the loss on the settlement under IAS 19 "Employee benefits" and costs of £1.2 million incurred to transfer the scheme;

- Credit of £0.9 million (2025: £2.0 million charge) from the release of an accrual for refinancing costs;

- Gross profit on revenue post disposal of the JOBY brand £0.4 million (2025: £nil million);

- Credit of £0.1 million (2025: £0.5 million charge) from the release of an accrual for legal costs;

- Employee related charges £nil million (2025: £0.4 million); and

- Other costs of £nil million (2025:

 £0.1 million).

³ Restructuring costs of £0.7million (2025: £3.3 million) relate to site rationalisation and other restructuring activities of which employee related charges are £0.6 million (2025: £3.2 million) and moving costs £0.1 million (2025: £0.1 million).

⁴ Impairment charges of £nil million (2025: £0.9 million) relate to land and buildings: £nil million (2025: £0.8 million); inventory: £nil million (2025: £0.1 million).

⁵ On extinguishment of the old RCF, the remaining unamortised costs of £2.8 million (2025: £nil million) in relation to the Old RCF was accelerated and recorded as an adjusting finance expense. See note 9 "Analysis of net debt".

4 Net finance expense

	Half year to 30 June 2026	Half year to 30 June 2025
	£m	£m
Finance income
Other interest income 1	0.2	0.1
Interest income on net defined benefit pension scheme	0.1	0.1
	0.3	0.2
Finance expense
Interest expense on interest-bearing loans and borrowings2	(8.1)	(7.0)
Interest expense on lease liabilities	(0.6)	(0.6)
Net currency translation loss	(0.4)	-
Fair value gain on interest rate swaps designated as cash flow hedges	-	0.1
	(9.1)	(7.5)
Net finance expense from continuing operations	(8.8)	(7.3)
Adjusting finance expense3	(2.8)	(0.4)
Net finance expense from total operations	(11.6)	(7.7)

¹ Other interest income of £0.2 million (2025: £0.1 million) relates to bank accounts and deposits.

² Interest expense on interest-bearing loans and borrowings of £8.1 million (2025: £7.0 million) relates to interest expense of £3.3 million (2025: £5.7 million) and loan fees of £4.8 million (2025: £1.3 million).

³ On extinguishment of the old RCF, the remaining unamortised costs of £2.8 million (2025: £nil million) in relation to the Old RCF was accelerated and recorded as an adjusting finance expense. See note 9 "Analysis of net debt". In 2025, the £0.4 million charge relates to an unwind of discount on liabilities in discontinued operations.

5 Taxation

Income tax

The income tax charge for the interim period has been calculated using the estimated annual effective tax rate for each tax jurisdiction, applied to the jurisdiction's interim pre-tax profit or loss, together with adjustments for the tax effects of items recognised in full during the period in accordance with IAS 34 "Interim Financial Reporting".

Tax charge on continuing operations

The Group current tax charge on continuing operations of £0.3 million (2025: £0.8 million) represents UK current tax charge of £nil million (2025: £0.2 million) and £0.3 million charge (2025: £0.6 million) relating to overseas tax.

The Group deferred tax charge of £nil million (2025: £0.1 million) relates to cashflow hedge movements of £nil million (2025: £0.1 million).

Tax charge on discontinued operations (included within profit for the period from discontinued operations)

The Group current tax charge on discontinued operations of £nil million (2025: £0.1 million) represents UK current tax charge of £nil million (2025: £nil million) and £nil million charge (2025: £0.1 million) relating to overseas tax.  

6 Earnings per ordinary share

Earnings per share ("EPS") is the amount of post-tax profit/(loss) attributable to each share.       

Basic EPS is calculated on the profit/(loss) for the period divided by the weighted average number of ordinary shares in issue during the period. Diluted EPS is calculated on the profit/(loss) for the period divided by the weighted average number of ordinary shares in issue during the period but adjusted for the effects of dilutive share options.  

A negative basic EPS is not adjusted for the effects of dilutive share options. The adjusted EPS measure is calculated based on adjusted profit/(loss) and is used by Management to set performance targets for employee incentives and to assess performance of the businesses.

The calculation of basic, diluted and adjusted EPS is set out below:      

	Half year 30 June 2026	Half year to 30 June 2025
	£m	£m
Loss for the financial period from continuing operations	(2.3)	(23.8)
Add back adjusting items from continuing operations, net of tax	(11.4)	12.9
Adjusted loss after tax from continuing operations	(13.7)	(10.9)
(Loss)/profit after tax for the financial year from:
Continuing operations	(2.3)	(23.8)
Discontinued operations	-	2.7
Loss for the financial period	(2.3)	(21.1)

	Weighted average number of shares '000		Adjusted earnings per share		Earnings per share
	Half year to 30 June		Half year to 30 June		Half year to 30 June
	2026	2025	2026	2025	2026	2025
	Number	Number	pence	pence	pence	pence
From continuing operations
Basic and diluted	20,733	488	(66.1)	(2,233.7)	(11.1)	(4,877.3)
From discontinued operations
Basic and diluted	20,733	488	-	-	-	553.3
From total operations
Basic and diluted	20,733	488	(66.1)	(2,233.7)	(11.1)	(4,324.0)

As per IAS 33 "Earnings per share", the calculation of basic earnings per share for 2025 has been adjusted retrospectively, to reflect the change in the average number of shares from 97,594,387 to 488.                  

"In conjunction with the issue of equity on 30 March 2026, a capital reorganisation comprising the Sub-division and the Consolidation of existing equity shares occurred.

Each Existing Ordinary Share of 20 pence nominal value was sub-divided and converted into 1 Intermediate Share of 0.005 pence nominal value and 1 Deferred Share of 19.995 pence nominal value. Immediately following the above, every 200 Intermediate Shares of 0.005 pence nominal were consolidated into 1 Consolidated Share of 1 pence nominal value. As a result, the weighted average number of shares in 2025 changed from 97,594,387 to 488. See note 10 "Share capital and share premium".                    

For half year to June 2025, had the capital reorganisation of 30 March 2026 not happened, the weighted average number of basic ordinary shares would have been 97,594,387. The adjusted earnings per share from continuing operations would have been (11.2) pence while the statutory earnings per share would have been (24.4) pence. The adjusted earnings per share from total operations would have been (12.7) pence while the statutory earnings per share would have been (21.6) pence.                                                                     

7 Intangible assets

Intangible assets comprise of goodwill, acquired intangibles, software and capitalised development costs.

Impairment tests for CGUs or groups of CGUs containing goodwill

In accordance with the requirements of IAS 36 "Impairment of Assets", goodwill is allocated to the CGU groups, assessed to be the three segments of the Group, which are expected to benefit from the acquisition and are identified by the way goodwill is monitored for impairment. The Group's total consolidated goodwill of £47.0 million at 30 June 2026 (2025: £45.7 million) is allocated to: Media Solutions: £19.7 million (2025: £19.2 million) and Creative Solutions: £27.3 million (2025: £26.5 million). There is no remaining goodwill allocated to Production Solutions. Goodwill allocated to each CGU is assessed for impairment annually and whenever there is a specific indicator of impairment.

As at 30 June 2026, an impairment test review was performed due to the revised outlook for the remainder of the year, the recoverable value of the CGU has been assessed with reference to the higher of fair value less costs of disposal and the value in use ("VIU") methodology which is then compared to the carrying value of the net assets within the CGU. The VIU was performed over a projected period of five years together with a terminal value. This reflects the projected cash flows of each segment based on the actual operating results, the most recent Board approved budget, the strategy, and Management projections. As part of determining the value in use of each CGU group and carrying value of long-term assets, Management has considered the potential impact of climate change on the business performance over the next five years, and the terminal growth rates. While there is considerable uncertainty relating to the longer term and quantifying the impact on a range of outcomes, Management considers that environmental related incremental costs are expected to have a minimal impact; the Group has already implemented strategies to mitigate this impact.

The key assumptions on which the value in use calculations are based relate to (i) Business performance over the next five years, (ii) Terminal growth rates beyond 2031; and (iii) Discount rates applied.

(i) Business performance over the next five years - Forecast sales growth rates are based on past experience and take into account current and future market conditions and opportunities, and strategic decisions made in respect of each CGU group. Operating profits are forecast based on historical experience of operating margins adjusted for the impact of changes in product costs, cost-saving initiatives already implemented or committed to at the balance sheet date and new product launches. Cash conversion is the ratio of operating cash flow to operating profit. Management forecasts the cash conversion rate based on historical experience.

(ii) Terminal growth rates beyond 2031 - These are based on Management's assessment of the outlook for overall market growth with Creative Solutions and Media Solutions broadly similar to long-term world GDP growth at 2.3% (2025: 2.0%).

(iii) Discount rates applied - The post-tax discount rates were measured based on the interest rate of 30-year government bonds issued in the relevant market, adjusted for a risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the CGU group. The post-tax discount rates and the equivalent pre-tax discount rates applied to discount the post-tax cash flows were as follows: 

CGU	Post tax discount rate		Equivalent Pre-tax discount rate
	2026	2025	2026	2025
Media Solutions	12%	13%	15%	15%
Creative Solutions	12%	13%	15%	15%

Outcome of the impairment review

An impairment assessment was performed at 30 June 2026 resulting in no impairment in both Media Solutions and Creative Solutions CGUs. There are no reasonable changes to estimates that would lead to an impairment for these.

8 Employee benefit asset

The Group has employee benefit schemes in the UK, Italy, Germany, Japan and France.

UK Defined benefit scheme (Videndum DB Pension Scheme)

On 2 April 2026, a Bulk Transfer Agreement ("BTA") was agreed between, and signed by, the Trustees of the Scheme, the Company, Clara Pension Group Limited, and the trustees of the Clara Pension Trust ("Clara"). This BTA facilitated the transfer of the DB benefits and liabilities from the Videndum DB Pension Scheme to Clara for all members of the Scheme. The Scheme's assets less £1.3 million retained in the Trustee bank account, and liabilities, were subsequently transferred to Clara on 19 May 2026. This gave rise to a £2.1 million settlement loss. Costs of £1.2 million were incurred in relation to the transfer. The total charge of £3.3 million was recognised in the Profit or Loss account as an adjusting item. See note 3.3 "Adjusting items".

9 Analysis of net debt

The table below analyses the Group's components of net debt and their movements in the period:

	Interest bearing loans and borrowings(1)	Leases	Liabilities from financing sub-total	Cash and cash equivalents (2)	Total from continuing operations
	£m	£m	£m	£m	£m
Opening at 1 January 2025	(114.4)	(31.5)	(145.9)	12.9	(133.0)
Other cash flows	-	-	-	(7.7)	(7.7)
Business disposal - finance lease disposed	-	0.4	0.4	(0.5)	(0.1)
Repayments	2.1	3.3	5.4	(5.4)	-
Borrowings	(11.9)	-	(11.9)	11.9	-
Leases entered into during the year	-	(1.4)	(1.4)	-	(1.4)
Fees incurred	3.3	-	3.3	-	3.3
Amortisation of fees	(1.1)	-	(1.1)	-	(1.1)
Foreign exchange differences	1.0	1.1	2.1	0.2	2.3
Closing at 30 June 2025	(121.0)	(28.1)	(149.1)	11.4	(137.7)

 

	Interest bearing loans and borrowings(1)	Leases	Liabilities from financing sub-total	Cash and cash equivalents (2)	Total from continuing operations
	£m	£m	£m	£m	£m
Opening at 1 January 2025	(114.4)	(31.5)	(145.9)	12.9	(133.0)
Other cash flows	-	-	-	(12.5)	(12.5)
Business disposal - finance lease disposed	-	0.4	0.4	(0.5)	(0.1)
Repayments	13.0	6.5	19.5	(19.5)	-
Borrowings	(30.3)	-	(30.3)	30.3	-
Leases entered into during the year	-	(4.5)	(4.5)	-	(4.5)
Leases - early termination	-	3.2	3.2	-	3.2
Fees incurred	6.9	-	6.9	-	6.9
Amortisation of fees	(3.9)	-	(3.9)	-	(3.9)
Foreign exchange differences	0.6	0.7	1.3	0.3	1.6
Closing at 31 December 2025	(128.1)	(25.2)	(153.3)	11.0	(142.3)

	Interest bearing loans and borrowings(1)	Leases	Liabilities from financing sub-total	Cash and cash equivalents (2)	Total from continuing operations
	£m	£m	£m	£m	£m
Opening at 1 January 2026	(128.1)	(25.2)	(153.3)	11.0	(142.3)
Other cash flows	-	-	-	64.1	64.1
Debt equitisation	21.9	-	21.9	-	21.9
Debt forgiveness	16.9	-	16.9	-	16.9
Repayments	67.2	2.7	69.9	(69.9)	-
Borrowings	(6.6)	-	(6.6)	6.6	-
Leases entered into during the year	-	(1.5)	(1.5)	-	(1.5)
Fees incurred	10.0	-	10.0	-	10.0
Amortisation of fees	(7.5)	-	(7.5)	-	(7.5)
Foreign exchange differences	-	(0.2)	(0.2)	(0.7)	(0.9)
Closing at 30 June 2026	(26.2)	(24.2)	(50.4)	11.1	(39.3)

⁽¹⁾ Interest bearing loans and borrowings include unamortised fees and transaction costs of £6.8 million (30 June 2025: £3.6 million; 31 December 2025: £4.3 million).

⁽²⁾ Cash and cash equivalents include bank overdrafts of £nil million (30 June 2025: £48.5 million; 31 December 2025: £nil million).

On 30 March 2026, the Group completed refinancing its old RCF debt. The new Group facilities were £60.0 million:

- A three-year £31.5 million Senior Term Loan (tranche A);

- a two-year £13.5 million Senior Term Loan (tranche B); and

- a new three-year £15.0m Super Senior Revolving Credit Facility.

Debt for Equity Conversion

RCF debt of £21.9 million was equitised by Polus Capital in exchange for 8,123,457 new ordinary shares.

Debt forgiveness

RCF debt of £16.9 million was written off and released by the previous lenders. The write off is recorded as an adjusting item, as a gain on extinguishment through the profit and loss, and the balance of unamortised costs of £2.8 million being accelerated upon its extinguishment and recorded as an adjusting finance expense. See note 3 "Adjusting items" and note 4 "Net finance expense".

On 2 April 2026 the Group fully repaid the two-year £13.5 million Senior Term Loan (tranche B). As at 30 June 2026 the Group had utilised £32.5 million (72%) of its £45 million facility.

From 31 March 2026 to 31 March 2028 monthly minimum liquidity covenant (defined as cash at bank, net of overdrafts, plus available undrawn RCF), is £5.0 million. From 31 March 2028 to 31 March 2029 the net leverage and interest covenants are set as follows: 

Test date						Net debt: EBITDA	EBITA: net interest
						not higher than	not lower than
March 2028						4.75x	1.25x
June 2028						4.50x	1.50x
September 2028						4.25x	1.75x
December 2028 onwards						4.25x	2.00x

10 Share capital and share premium

Share capital	Ordinary shares of 1 pence each		Deferred shares of 19.995 pence each
	Number of shares (thousands)	Nominal value £m	Number of shares (thousands)		Nominal value £m		Total Nominal  value £m
Issued, authorised and fully paid
At 1 January 2026 (ordinary shares of 20 pence each)	103,613	20.8	-		-		-
New ordinary shares of 20 pence each issued1	1	-	-		-		-
Sub-division and Consolidation2 of existing ordinary shares into:	(103,614)	(20.8)	-		-		-
- Ordinary shares of 1 pence each2	518	-	-		-		-
- Deferred shares of 19.995 pence each3	-	-	103,614		20.8		20.8
New ordinary shares of 1 pence each issued:
- Debt for equity conversion	8,123	0.1	-		-		0.1
- For equity raise	31,653	0.3	-		-		0.3
Total at 30 June 2026	40,294	0.4	103,614		20.8		21.2
Share premium
						£m
Issued, authorised and fully paid
At 1 January 2026						139.3
Debt for equity conversion						21.8
New shares issued for equity raise, net of costs						78.9
At 30 June 2026						240.0

1   Prior to the Sub-division and Consolidation date, 196 Excess Ordinary Shares were issued to the Company's Employee Benefit Trust so that the Company's issued share capital would be exactly divisible by 200. These 196 Excess Ordinary shares were issued at a nominal value of 20 pence.

2   Sub-division and Consolidation

On 30 March 2026, each of the 103,613,600 Existing Ordinary Shares of 20 pence nominal value were sub-divided and converted into 103,613,600 Deferred Share of 19.995 pence nominal value and 103,613,600 Intermediate Share of 0.005 pence nominal value. Immediately following the above, every 200 Intermediate Shares of 0.005 pence nominal were consolidated into 1 Ordinary Share of 1 pence nominal value.

3   Every Deferred share will be acquired at an aggregate value of 1 pence and cancelled by the Company.

Each ordinary share carries one vote, participates equally with the other ordinary shares in distribution of dividends and capital (including on a winding up) and is not redeemable. The deferred shares of 19.995 pence each have none of these rights.

Share capital and share premium

Equity raise

On 10 March 2026, the Company published a combined prospectus and circular (the "Prospectus") detailing the Firm Placing and Placing and Open Offer to raise gross proceeds of £85 million (the "Capital Raising") and the broader Refinancing.  The transaction was approved by the shareholders at the annual general meeting held on 27 March 2026. The costs directly associated with the refinancing are offset against the equity and loans respectively."                                                      

The key streams, along with the gross proceeds, are as follows:                                                

Debt for Equity Conversion

RCF debt of £21.9 million was equalised by Polus Capital in exchange for 8,123,457 new ordinary shares.                                                           

Firm placement

On 30 March 2026, after the capital reorganisation above, the Company issued 31,481,482 new ordinary shares for an offer price of 270 pence, generating gross proceeds of £85.0 million. Costs of £6.3 million which are directly associated with this equity raise are offset against the gross proceeds, resulting in net proceeds of £78.7 million."                                                    

Directors and Persons Discharging Managerial Responsibilities (PMDRs)

The Company issued 171,116 new ordinary shares for an offer price of 270 pence, generating gross proceeds of £0.5 million.                                                            

11 Subsequent events

There were no events after the Balance Sheet date that require disclosure.

12 Glossary on Alternative Performance Measures ("APMs")

The Group believes that these APMs, which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful information and enable an alternative comparison of performance over time.

The Group uses APMs to aid the comparability of information between reporting periods and Divisions, by adjusting for certain items which impact upon IFRS measures, to aid the user in understanding the activity taking place across the Group's businesses. APMs are used by the Directors and Management for performance analysis, planning, reporting and incentive purposes. Where relevant, further information on specific APMs is provided in each section below. The APMs refer to continuing operations.

APM		Closest equivalent IFRS measure	Definition & Purpose
Income Statement measures from continuing operations
Adjusted revenue		Revenue	Calculated as revenue before adjusting items. The table below shows a reconciliation: The adjusting item of £0.4 million (2025: £nil million) relates to revenue post disposal of the JOBY brand. See note 3 "Adjusting items".
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Revenue	110.3	115.4
			Adjusting item in revenue	(0.4)	-
			Adjusted gross revenue	109.9	115.4
Adjusted gross profit		Gross profit	Calculated as gross profit before adjusting items. The table below shows a reconciliation: See note 3 "Adjusting items".
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Gross profit	40.5	39.0
			Adjusting items in gross profit	(0.4)	1.8
			Adjusted gross profit	40.1	40.8
Adjusted gross profit margin		None	Calculated as adjusted gross profit divided by revenue
Adjusted other income		Other income	Calculated as other income before adjusting items. The table below shows a reconciliation: Old RCF debt of £16.9 million was written off and released by the previous lenders. The write off is recorded as an adjusting item as a gain on extinguishment within other income through the profit and loss. See note 3 "Adjusting items" and note 9 "Analysis of net debt".
				Half year to 30 June	Half year to 30 June
				2025	2025
				£m	£m
			Other income	17.2	-
			Adjusting items in other income	(16.9)	-
			Adjusted other income	0.3	-
Adjusted operating expenses		Operating expenses	Calculated as operating expenses before adjusting items.
			The table below shows a reconciliation: See note 3 "Adjusting items".
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Operating expenses	48.1	54.6
			Adjusting items in operating expenses	(3.1)	(6.8)
			Adjusted operating expenses	45.0	47.8
Adjusted operating profit		(Loss)/profit before tax	Calculated as loss before tax, before net finance expense, and before adjusting items. Adjusting items include non-cash charges such as amortisation of intangible assets that are acquired in a business combination and impairment of disposed entities or groups of asset(s). Cash charges include items such as transaction costs, restructuring and other associated costs arising from significant strategy changes that are not considered by the Group to be part of the normal operating costs of the business
			The table below shows a reconciliation: See note 3 "Adjusting items".
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Loss before tax	(2.0)	(22.9)
			Net finance expense	11.6	7.3
			Adjusting items in operating profit	(14.2)	8.6
			Adjusted operating loss	(4.6)	(7.0)
Adjusted operating profit margin		None	Calculated as adjusted operating (loss)/profit divided by revenue. Progression in adjusted operating margin is an indicator of the Group's operating efficiency.
Adjusted earnings before interest, tax, depreciation, amortisation and impairment, and one-off charges ("Adjusted EBITDA")		Operating loss	Calculated as adjusted operating loss before depreciation, amortisation, and impairment of fixed assets. See "Adjusted operating cash flow" below for a reconciliation.
Adjusted EBITDA margin		None	Calculated as adjusted EBITDA divided by adjusted revenue.
Adjusted net finance expense		None	Calculated as finance expense, less finance income, and less adjusting finance expense which is the remaining unamortised costs of £2.8 million (2025: £nil million) on extinguishment of the old RCF. See note 4 "Net finance expense".
			The table below shows a reconciliation:
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Finance expense	(11.9)	(7.5)
			Finance income	0.3	0.2
			Adjusting finance expense - amortisation of loan fees on the old RCF	2.8	-
			Adjusted net finance expense	(8.8)	(7.3)
Adjusted loss before tax		Loss before tax	Calculated as loss before tax, before adjusting items.
			See Condensed Consolidated Statement of Profit or Loss for a reconciliation.
Adjusted basic earnings per share		Basic earnings per share	Calculated as adjusted profit after tax divided by the weighted average number of ordinary shares outstanding during the period. This is a key management incentive metric.
			See note 6 "Earnings per share" for a reconciliation.
Cash Flow measures from continuing operations
Free cash flow		Net cash from operating activities	Net cash from operating activities after proceeds from the sale of property, plant and equipment and software, purchase of property, plant and equipment, and purchase of software and payment of development costs. This measure reflects the cash generated in the period that is available to invest in accordance with the Group's capital allocation policy. See "Adjusted operating cash flow" below for a reconciliation.
Adjusted operating cash flow		Net cash from operating activities	Free cash flow before payment of interest, tax, restructuring, exceptional costs, and before gross profit of the JOBY brand post disposal. This is a measure of the cash generation and working capital efficiency of the Group's operations. Adjusted operating cash flow as a percentage of adjusted operating profit is a key management incentive metric.
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Loss for the period from continuing operations	(2.3)	(23.8)
			Add back:
			Taxation and net finance expense	11.9	8.2
			Adjusting items	(14.2)	8.6
			Adjusted operating profit	(4.6)	(7.0)
			Depreciation1	4.7	6.0
			Amortisation of purchased software and paid development costs	2.9	3.4
			Impairment of fixed assets	-	0.8
			Add back impairment of fixed assets included in adjusting items	-	(0.8)
			Adjusted EBITDA	3.0	2.4
			Decrease in adjusted trade working capital2	5.5	4.7
			Increase in adjusted non-trade working capital2	(2.6)	(2.5)
			Increase/(decrease) in adjusted provisions2	(0.1)	(0.7)
			Other:
			- Net gain on disposal of property, plant and equipment and software	(0.2)	-
			- Fair value gains on derivative financial instruments	(0.1)	(0.1)
			- Foreign exchange losses/(gains)	0.1	(0.4)
			- Share-based payment charges	1.1	1.3
			- Proceeds from sale of property, plant and equipment and software	0.2	0.1
			- Purchase of property, plant and equipment	(2.1)	(2.8)
			- Purchase of software and payment of development costs	(2.5)	(2.6)
			Adjusted operating cash flow	2.3	(0.6)
			Debt amendment fees and refinancing costs paid	(10.6)	(5.2)
			Interest paid	(4.7)	(6.7)
			Interest received	0.2	0.5
			Tax (paid)/received	(0.1)	4.5
			Payments relating to:
			Restructuring and other costs, excluding refinancing costs	(2.2)	(5.7)
			Retention bonuses	-	(0.1)
			Free cash flow	(15.1)	(13.3)
			Deduct interest received from financing activities	(0.2)	(0.5)
			Proceeds from sale of property, plant and equipment and software	(0.2)	(0.1)
			Purchase of property, plant and equipment	2.1	2.8
			Purchase of software and payment of development costs	2.5	2.6
			Net cash from/(used in) operating activities	(10.9)	(8.5)
			1   Depreciation on property, plant and equipment is £4.6 million (2025: £6.0 million), of which £2.2 million (2025: £2.8 million) relates to right-of-use property, plant and equipment.
			2   See "Adjusted trade working capital movement", "Adjusted non-trade working capital movement" and "Adjusted provision movement" below for a reconciliation.
Decrease/(increase) in adjusted trade working capital		None	The decrease/(increase) in adjusted trade working capital includes movements in inventories, trade receivables and trade payables, excluding movements relating to adjusting items.
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Decrease in inventories	1.5	9.3
			Decrease/(increase) in trade receivables	3.6	(1.4)
			Decrease in trade payables	(0.9)	(2.8)
			Decrease in trade working capital	4.2	5.1
			Discontinued operations	-	0.7
			Exclude movements relating to adjusting items	1.3	(1.1)
			Decrease in adjusted trade working capital	5.5	4.7
Decrease/(increase) in adjusted non-trade working capital		None	The decrease/(increase) in adjusted non-trade working capital includes movements in other debtors, other creditors and contract assets/liabilities, excluding movements relating to adjusting items.
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Decrease in other receivables and contract assets	2.4	0.4
			Decrease in other payables and contract liabilities	(5.1)	(2.6)
			Increase in non-trade working capital	(2.7)	(2.2)
			Exclude movements relating to adjusting items	0.1	(0.3)
			Increase in adjusted non-trade working capital	(2.6)	(2.5)
Decrease in adjusted provisions		Decrease in provisions	The decrease in adjusted provisions excludes movements relating to adjusting items.
				Half year to 30 June	Half year to 30 June
				2026	2025
				£m	£m
			Increase/(decrease) in provisions	1.3	(5.1)
			Adjustments for adjusting items	(1.4)	2.7
			Discontinued operations	-	1.7
			Adjusted provision movement	(0.1)	(0.7)
Other measures from continuing operations
Organic revenue		None	Organic revenue is revenue from existing business, and not from new mergers and acquisitions.
Organic growth		None	Organic growth is the growth achieved year-on-year from existing business, and not from new mergers and acquisitions.
Constant currency		None	Constant currency variances are derived by calculating the current year amounts at the applicable prior year foreign currency exchange rates. Revenue growth is represented on a constant currency basis as this best represents the impact of volume and pricing on revenue growth.
Revenue at constant currency		None	Calculated as organic revenue at constant currency. The table below shows a reconciliation: See Condensed Consolidated Statement of Profit or Loss for a reconciliation. See "Organic revenue", "Organic growth" and "Constant currency" above for definitions.
					Half year to 30 June
					2026
					£m
			Half year to 30 June 2025 organic revenue		115.4
			Half year to 30 June 2026 organic revenue		110.3
			Exclude effects of foreign currency exchange rates		1.4
			Organic revenue at constant currency		111.7
			Organic growth at constant currency %		(3)%

 

END