21 April 2026 

Facilities by ADF plc

 

("Facilities by ADF", "ADF", the "Company" or the "Group")

 

Final results for the year ended 31 December 2025

 

Facilities by ADF, the leading provider of premium serviced production facilities to the UK film and high-end television ("HETV") industry announces its audited final results for the year ended 31 December 2025 ("FY25").

 

Financial performance

 

£m	FY25	FY24
Group Revenue	41.3	35.2
Adjusted EBITDA	9.2	7.2
Adjusted EBITDA %	22%	20%
Profit / (Loss) for the year	-	(3.0)
Earnings / (Loss) per share - basic	0.01 pence	(3.42) pence
Net Debt	£12.3m	£13.8m

 

 

Financial performance

 

·	Group Revenue increased 17% to £41.3m (FY24: £35.2m), reflecting the full‑year contribution from Autotrak and a stronger second‑half performance as activity levels and utilisation improved.
·	Adjusted EBITDA increased to £9.2m (FY24: £7.2m), with margin expansion driven by improved efficiencies and the contribution from Autotrak.
·	Net Debt reduced to £12.3m at the year-end (FY24: £13.8m), reflecting disciplined cash and capital management.
·	£5.0m Revolving Credit Facility ("RCF") secured post year-end to support working capital requirements as the Group grows.
·	An interim dividend of 0.3 pence per share was paid in January 2026. No final dividend is proposed to support investment into the Group's strategic priorities through organic growth and potential acquisition opportunities.

 

Operational highlights

 

·	The Group supported 311 productions in the year (FY24: 295), a 5% increase, with activity weighted towards the second half as production schedules began to normalise.
·	Trusted by global leading content providers and independent producers including Netflix, Apple, Amazon MGM, NBC Universal, Sky, Disney, BBC, ITV, C5, HBO Max, C4 & Paramount
·	Delivered services for globally renowned productions including Black Doves, Ted Lasso, Dear England, The Witcher, Trigger Point, The Gentlemen, Rivals, The Forsyte Saga, Marvel's Vision Quest and Young Sherlock
·	Autotrak performed in line with Board expectations, contributing £9.3m of revenue in its first full year of ownership and benefiting from a more diversified customer base across construction, events and infrastructure markets.
·	The Group's non-film and HETV revenue was £3.9m (FY24: £2.0m), an increase of 96%.
·	Net Promoter Score rose to 89 (FY24: 88), reinforcing customer-first operational excellence.
·	Continued progress on improving operational efficiency, including fleet optimisation, and integration of the Group's businesses and cost discipline.

 

Outlook

 

·	Q1 trading FY26 is in line with management expectations, with improving utilisation and a healthy pipeline across all three businesses.
·	FY26 expected to show similar second-half weighting to FY25, reflecting current production patterns.
·	The UK continues to attract strong global investment in film and HETV, for its world-class studios, facilities and highly skilled workforce.
·	Strategic priorities underway, focused on customer-centric growth, complementary business diversification and broadening ADF's client base to improve quality of earnings.
·	The Group is well-positioned with a new management team to execute on strategic priorities capitalise on the underlying industry drivers and diversified market opportunities.

 

Commenting, Chairman Russell Down, said:

 

"FY25 was a transitional year for the Group. Following a slow start to the year as production delays continued to impact the industry, we delivered a significantly stronger second‑half performance as activity levels and utilisation improved. The full‑year contribution from Autotrak, alongside the actions we have taken to integrate the Group, improve efficiency and maintain cost discipline, together with the RCF secured post year end, have created a solid platform for growth.

 

"With a refreshed leadership team now in place, with Nicola Pearcey joining the Group as CEO in January and Will Worsdell as CFO in March, we are well positioned to build on the foundations established during 2025 and to deliver sustainable, long‑term value for our shareholders."

 

 

 

For further enquiries:

 

Facilities by ADF plc Russell Down, Non-Executive Chairman Nicola Pearcey, Chief Executive Officer William Worsdell, Chief Financial Officer	via Alma Strategic Communications
Singer Capital Markets (Nomad and Broker) James Moat / Charles Leigh-Pemberton / Jalini Kalaravy	Tel: +44 (0)20 7496 3000
Alma Strategic Communications Josh Royston Hannah Campbell Sarah Peters	Tel: +44 (0)20 3405 0205 [email protected]

 

 

 

 

Chair's Statement

 

Overview

 

FY25 was a transitional year for the Group, where we adapted to changing market conditions and refreshed the Board. I am pleased with our performance given these significant changes.

 

The year started slowly as production delays continued to impact the global film and HETV production pipeline. The Group delivered a stronger performance in the second half with profitability increasing significantly as activity levels and utilisation rates increased.

 

Production lead times remain shorter than in the past, which creates greater demand for agility and flexibility in service delivery. We remain well positioned to adapt to these evolving requirements, leveraging our scale and expertise to deliver solutions that balance client needs with disciplined margin protection.

 

The market continues to be more cost focused, taking advantage of excess capacity resulting in more competitive pricing structures. This particularly affects the core ADF and Location One businesses whilst Autotrak remains more resilient supported by a more diverse customer base, with projects in the construction, festival and events market.

 

Following my appointment as Executive Chair in July 2025 we prioritised:

 

·	Integration of all Group companies in both Sales approach and back office functions,
·	Systems enhancements to provide more real time and consistent information,
·	Operational efficiency.

 

I am pleased to report that we have made progress in each of these three areas, with work continuing to optimise performance. We remain focused on protecting the strength of our balance sheet, supporting our customers, and securing long-term value for our shareholders.

 

Results

 

Revenue for the year was £41.3m an increase of 17% on the prior year (2024: £35.2m). The full year effect of the acquisition of Autotrak in 2024 contributed £9.3m to revenue (2024: £2.6m), with revenue in ADF and Location One broadly flat following a slower start to the year.

 

Adjusted EBITDA for the year grew 28% to £9.2m (2024: £7.2m) reflecting the full year effect of the Autotrak acquisition and operational improvements made during the year; adjusted PBT was £1.2m (2024: £0.1m). The Group incurred total exceptional costs in the year of £2.0m (2024: £3.0m), principally in relation to Board changes and an impairment charge to the carrying amount of fixed assets, offset by a reduction in the contingent consideration payable on the Autotrak acquisition.

 

Loss before tax, after exceptional items, was £0.8m (2024: Loss £2.8m).

 

Cash

 

Cash balances at 31 December 2025 were £2.2m (2024: £2.3m) with net debt (excluding IFRS 16 leases) reducing to £12.3m (2024: £13.8m). Debt balances principally relate to hire purchase contracts against the hire fleet. Subsequent to the year end the Group has put in place a three-year Revolving Credit Facility with its principal bankers HSBC. The facility is for £5m and is secured against the Group's assets. The facility will provide the Group with increased working capital and the ability to pursue organic growth opportunities.

 

Dividend

 

An interim dividend of 0.3 pence per share was paid on 30 January 2026 to shareholders on the register at close of business on 9 January 2026. The cash cost of the dividend was £0.3m.

 

The Directors are not recommending payment of a final dividend for the financial year to support investment into our strategic priorities through organic growth and potential acquisition opportunities.

 

Acquisitions and investments

 

During the previous financial year, the Group acquired Autotrak Portable Roadways for a maximum consideration of £21.3m, with the initial consideration of £10.0m funded by way of a share placing. The acquisition performed in line with our expectations during the year with reported gross profit of £4.9m (2024: £1.5m). Contingent consideration is payable to the vendors during May 2026. During the year, we have re-evaluated the earn-out consideration payable which has resulted in an exceptional credit of £3.4m.  The initial contingent consideration was based on stretch targets and, as a result, the business continues to perform in line with management expectations.

 

During the year, the Group made a capex investment of £2.3 million in Autotrak, which acquired a further 2,000 aluminium panels, increasing their overall capacity by 12%. The investment positions Autotrak to capitalise on strong end-market demand and high return on capital whilst further diversifying the Group's customer and product base.

 

The Group has ambitions to continue to grow organically through selective fleet investment and, at the appropriate time, value enhancing accretive acquisitions.

 

Board and People

 

This year has been one of change with a new Executive team now in place.  Marsden Proctor and Neil Evans left the business in July and October 2025 respectively. I would like to thank them both for their contribution to the Group. James Long was appointed Group Chief Operating Officer and joined the Board in September.

 

After a thorough search process, I was delighted to welcome Nicola Pearcey to the Board as Chief Executive Officer in January 2026. Nicola has significant experience in the film and HETV industry, most recently as the founder and CEO of production and distribution consultancy Picnik Entertainment and was the former President of UK and Europe at Lionsgate (Film and TV).   She is a voting member of both BAFTA and the Academy of Motion Picture Arts and Sciences (Oscars) and also formerly worked for the Walt Disney Company and MGM Pictures.  I look forward to working closely with her in developing our growth strategy.  Will Worsdell joined the Board as Chief Financial Officer in March 2026 from Everyman Cinemas.

 

I assumed an Executive role in July 2025, and following Nicola Pearcey's appointment, returned to a Non-Executive role on 1 February 2026. I would like to thank all of my colleagues for their support during this transitional period. I continue to be impressed by our strong customer service ethos and would like to take this opportunity to thank all of our staff for their dedication and efforts during this year.

 

Outlook

 

Revenue and profitability to date in the current financial year are slightly ahead of the prior year. We have a strong pipeline of opportunities across all three businesses which we anticipate will result in a similar second half weighting to FY25.

 

The Group is well positioned to build on the foundations established during 2025. Shorter production lead times and a more cost-conscious market continue to drive demand for agility, flexibility, and reliable service delivery. With the combined capabilities of ADF, Autotrak, and Location One, and a new management team in place we will leverage our scale and expertise to meet evolving customer needs and capitalise on growth opportunities across film, HETV and adjacent markets to deliver disciplined, sustainable returns.

 

Russell Down

Chair

 

 

CEO Review

 

It is a privilege to present my first statement as Chief Executive Officer of Facilities by ADF plc ("ADF"). Although I only formally joined the Group in January 2026, I have spent considerable time engaging with our teams, customers, prospective clients and partners.  What has been immediately clear to me is the quality of our people, the strength of our market position in the UK's film and high-end television ("HETV") industry, and the excellence in our product and delivery across the Group.

 

ADF occupies a unique and highly respected position within the UK film and HETV industry. With a national footprint and deep regional focus and expertise, ADF brings together an extensive range of specialist capabilities that support productions to the highest degree of excellence. Our premium on-location facilities, specialist equipment hire, and ground access infrastructure are delivered with the highest degree of service from start to finish.  Our depth of long-standing customer relationships is testament to our excellence in delivery and provides a powerful platform for the next phase of growth. As we move forward, we will advance our integrated service offering across our family of companies, supporting our producing partners where it matters most.

 

I was drawn to ADF by its exceptional reputation, strong foundations and the significant opportunity ahead. Throughout my career I have operated across the full spectrum of business environments - from founder-led independents to publicly listed multinationals - mostly within the film and television industry, and in roles of increasing scale, complexity and responsibility. Empowering high-performing teams, identifying and executing growth opportunities, and building robust commercial strategy are disciplines I believe are key in delivering operational excellence, sustainable growth and optimal ROI.

 

I believe my experiences are directly aligned with ADF's origins and even more so, its priorities today. I am focused on building on the Company's excellent reputation to capture the full scale of the opportunity in front of us.

 

During the 2025 financial year, production schedules remained disrupted and project lead times shortened across the sector, reflecting broader industry dynamics. However, the foundations of our business remain solid, supported by improving activity levels which provide confidence for the year ahead. As the film and HETV industry evolves, we are continuing to ensure our existing partnerships are optimised, new partnerships and opportunities are forged, and that our cost base and utilisation levels are aligned to demand. At the same time, we are investing thoughtfully in capabilities, collaboration/integration and people to ensure we are solidified as the partner of choice across our industry.

 

As we look ahead, we will continue to strengthen our core offerings across the UK to ensure we deliver exceptional value for our customers and build on the capabilities that have defined ADF since inception both locally and nationally. Operational excellence remains central to our business, alongside capitalising on the expertise and experience of our talented team.  Sustainability is a vital component of our service offering and provides a further competitive advantage when maximised across our group of companies. 

 

Although the industry may have had a turbulent period started by the Writers Guild of America ("WGA") and Screen Actors Guild-American Federation of Television and Radio Artists ("SAG-AFTRA") strikes in May 2023, there is no doubt in my mind that the UK film and HETV industry remains extremely exciting. This is highlighted by the vast ongoing investments made by major global content creators and owners in UK infrastructure, reflecting the talent and specialist services available in this country.

 

In the past year alone, ADF has delivered services for globally renowned productions including Black Doves, Ted Lasso, Dear England, The Witcher, Trigger Point, The Gentlemen, Rivals, The Forsyte Saga, Marvel's Vision Quest and Young Sherlock.  This portfolio alone reflects the strength of ADF's market position - trusted by the world's largest content platforms and independent voices alike and consistently chosen due to our strength of fleet and exceptional service delivery.

 

I am genuinely excited to be leading ADF at this important stage in its development and am looking forward to the future with confidence and ambition. We have significant operational strength, a leading market position and great people, which will allow us to generate long term shareholder value.

 

Nicola Pearcey

Chief Executive Officer

 

 

CFO Review

 

Revenue grew by 17% in the year to £41.3m (FY24: £35.2m) while operating profit increased to £1.1m (FY24: operating loss £1.3m).  The results include the full year benefit of the acquisition of Autotrak, which completed in September 2024.  Underlying revenue growth in the year was 1% reflecting strong performance in the second half of the year offset by a slow first half where performance continued to be impacted by industry wide production delays.

 

Group P&L (£'m)	H1-FY25	H2-FY25	FY25	H1-FY24	H2-FY24	FY24
CAD Services	10.8	14.0	24.8	11.5	13.4	24.9
Location One	3.1	4.1	7.2	3.6	4.1	7.7
Autotrak*	3.5	5.8	9.3	-	2.6	2.6
Total Sales	17.4	23.9	41.3	15.1	20.1	35.2
Cost of Sales	(11.6)	(14.1)	(25.7)	(9.8)	(12.5)	(22.3)
Gross Profit	5.8	9.8	15.6	5.3	7.6	12.9
%	33%	41%	38%	35%	38%	37%
Administrative expenses	(3.6)	(2.8)	(6.4)	(2.8)	(2.9)	(5.7)
Adjusted EBITDA	2.2	7.0	9.2	2.5	4.7	7.2
%	13%	29%	22%	17%	23%	20%
Exceptional admin credit/(expense)	-	1.4	1.4	-	(2.8)	(2.8)
Share based payments	-	-	-	(0.1)	-	(0.1)
EBITDA	2.2	8.4	10.6	2.4	1.9	4.3
Depreciation & amortisation	(3.2)	(3.3)	(6.5)	(2.6)	(3.0)	(5.6)
Impairment of property, plant and equipment and right-of-use assets	-	(2.9)	(2.9)	-	-	-
Amortisation of acquired intangibles	-	(0.1)	(0.1)	-	-	-
Operating (Loss)/Profit	(1.0)	2.1	1.1	(0.2)	(1.1)	(1.3)
Finance expenses	(0.8)	(0.7)	(1.5)	(0.8)	(0.6)	(1.4)
Exceptional finance expenses	(0.2)	(0.2)	(0.4)	-	(0.1)	(0.1)
(Loss)/Profit before tax	(2.0)	1.2	(0.8)	(1.0)	(1.8)	(2.8)
Taxation credit/(charge)	0.9	(0.1)	0.8	(0.2)	-	(0.2)
(Loss)/Profit after tax	(1.1)	1.1	-	(1.2)	(1.8)	(3.0)
Dividends paid - (£'m)			0.5			1.3
Undiluted EPS - pence			0.01			(3.42)

*NB Autotrak acquired Sept-24

 

H1- FY25

 

The market continued to be competitive during H1-FY25, with excess capacity and suppliers discounting to secure work.  H1-FY25 revenues were £17.4m (H2-FY24: £20.1m), a 13% reduction on H2-FY24, and reflected a slow Q1 for all the Group's businesses, predominately due to delays in production start dates carried over from Q4-FY24.

 

Gross margins reduced to 33% in H1-FY25 (H2-FY24: 38%; H1-FY24: 35%) as a result of competitive pressure on rental rates, together with rising costs including the increase in employers' national insurance rates in April 2025.  In addition, following the increase in the National Living Wage in April 2025, rates of pay were increased for base staff, to ensure pay rates remained competitive and to improve retention.

 

Depreciation and amortisation increased from £2.6m in H1-FY24 to £3.2m in H1-FY25. £0.5m of the increase related to depreciation in Autotrak, which was acquired in September 2024.

 

H2-FY25

 

Activity levels improved significantly in H2-FY25 with Group revenues up 37% on H1-FY25. Gross margin increased to 41% (H1-FY25: 33%; H2-FY24: 38%) as the Group benefitted from increased trading activity and also the decision in May 2025 to decommission, and place into temporary storage, a proportion of the vehicle and trailer fleet, thus reducing maintenance and compliance costs.

 

Depreciation and amortisation was £3.3m during the period, broadly in line with H1-FY25 (£3.2m).

 

Revenue

 

The table below shows the revenue between the two main facilities hire categories, being main packages (pre-agreed before filming) and additional sales (during the course of filming), plus other miscellaneous sales. Revenue for Location One and Autotrak is shown separately.

 

Turnover £'m		H1-FY25	H2-FY25	FY25	FY24
Facilities - Main packages		7.0	9.0	16.0	16.6
Facilities - Additional sales		3.8	4.9	8.7	8.2
Facilities - Other income		-	0.1	0.1	0.1
Facilities - Total		10.8	14.0	24.8	24.9
Location Equipment hire (Location One)		3.1	4.1	7.2	7.7
Autotrak Portable Roadways (Autotrak)		3.5	5.8	9.3	2.6
Total Revenue		17.4	23.9	41.3	35.2
Uplift on main packages %		54%	55%	55%	50%

 

Uplift, representing the increase in total facilities sales from the initial main packages, increased to 55% (FY24: 50%) during the year.

 

Revenue Mix

 

ADF worked on 311 productions (FY24: 295) during the year, a 5% increase on prior year.  ADF's multi-service offering strengthened in FY25, with 90 productions (FY24: 56) receiving services from two or more Group businesses, a 61% increase on the prior year.  Furthermore, 20 productions (FY24: 5) received services from all the Group's businesses.

 

The split of productions across the revenue bands is shown below:

 

Production value	FY25	FY24
£0 - £500k	291	277
£500k - £1.0m	14	14
£1.0m+	6	4
	311	295

 

 

EBITDA

 

The Group measures performance based on EBITDA and Adjusted EBITDA. EBITDA is a common measure used by investors and analysts to evaluate the operating financial performance of companies. We consider EBITDA and Adjusted EBITDA to be useful measures of operating performance. EBITDA approximates the underlying operating cash flow by eliminating depreciation and amortisation. Adjusted EBITDA adds back any non-recurring or exceptional costs ("adjusting items"). EBITDA and Adjusted EBITDA are not direct measures of our liquidity, which is shown by our cash flow statement, and need to be considered in the context of our financial commitments.

 

Adjusted EBITDA increased by 28% to £9.2m (FY24: £7.2m), and Adjusted EBITDA margin increased from 20% to 22% mainly due to the contribution from the higher margin Autotrak business.

 

A reconciliation between operating profit and EBITDA is shown below:

 

£'m		FY25	FY24
Operating Profit/(Loss)		1.1	(1.3)
Amortisation of acquired intangibles		0.1	-
Impairment of property, plant and equipment and right-of-use assets		2.9	-
Depreciation of property, plant and equipment and amortisation of non-acquisition intangibles		6.5	5.6
EBITDA		10.6	4.3

 

A reconciliation between (loss)/profit before tax, operating profit and EBITDA, and their adjusted equivalents is shown below:

 

FY25		(Loss)/profit before tax (£'m)	Operating profit (£'m)	EBITDA (£'m)
Statutory Reported		(0.8)	1.1	10.6
Restructuring costs		2.0	2.0	2.0
Fair value gain in acquisition contingent consideration		(3.4)	(3.4)	(3.4)
Exceptional finance expenses		0.4	-	-
Impairment of property, plant and equipment and right-of-use assets		2.9	2.9	-
Amortisation of acquired intangibles		0.1	0.1	-
Adjusted Results		1.2	2.7	9.2
FY24		(Loss)/profit before tax (£'m)	Operating (loss)/profit (£'m)	EBITDA (£'m)
Statutory Reported		(2.8)	(1.3)	4.3
Impairment of goodwill		2.4	2.4	2.4
Fair value gain in acquisition contingent consideration		(0.1)	(0.1)	(0.1)
Exceptional finance expense		0.1	-	-
Expenses in respect of acquisitions		0.5	0.5	0.5
Share based payment expense		0.1	0.1	0.1
Adjusted Results		0.2	1.6	7.2

 

 

Adjusting Items

 

Restructuring costs, being one-off and non-recurring costs associated with Group integration and restructuring activities, are a key component of delivering shareholder value by increasing returns on acquired businesses. 

 

Restructuring costs totalled £2.0m in the year (FY24: £nil) and consist of:

 

·	£1.2m costs associated with restructuring the Board and Executive management team.
·	£0.5m costs relating to integration programs across the Group, such as the cost of duplicated staff roles and the redundancy cost of implementing the post completion staff structures.
·	£0.3m property costs predominately relating to dilapidations incurred as a result of property mergers across the Group.

 

An impairment to property, plant and equipment and right-of-use assets of £2.9m (FY24: £nil) was charged following a periodic review of the carrying value of Hire Fleet and Motor Vehicle assets against market rates. The adjustment to the carrying value of the assets has been treated as an adjusting item due to its one-off nature.

 

Exceptional finance expenses of £0.4m (FY24: £0.1m) relate to the non-cash unwinding of the discount applied to contingent consideration to reflect the time value of money. Therefore, it is not considered part of the underlying trading of the Group.

 

A £3.4m gain (FY24: £0.1m) was recognised in relation to a reduction in the contingent consideration payable on the Autotrak acquisition, which is considered part of the Group's investing activities.

 

£0.1m (FY24: £nil) of amortisation was recognised on intangible assets arising on business combinations and are not considered part of the underlying trading of the Group. 

 

£nil impairment to Goodwill was recognised during the financial year. In the prior year an impairment charge of £2.4m (FY25: £nil) was recognised in respect of Location 1 Group Ltd due to uncertainty around Location One's short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn 2023.

 

In the prior year acquisition costs of £0.5m (FY25: £nil) were incurred relating to professional fees and transaction costs incurred on completion of the Autotrak acquisition in FY24.

 

Share based payments (FY25: £nil; FY24: £0.1m) relate to options granted to certain executive directors in Facilities by ADF Plc and Location One Limited in FY24. Since these are non-cash charges they are excluded from adjusted profit measures to better understand the long-term performance of our underlying business.

 

Tax

 

UK corporation tax was £0.8m credit (FY24: £0.2m charge) and is calculated at 25% (FY24: 25%) of the estimated assessable profit for the year.

 

Dividend & Earnings Per Share

 

The Company declared a final dividend of 0.50 pence per share in June 2025 in relation to the year ended 31 December 2024.  The total dividend for FY24 amounted to 1.0 pence per share (FY24: 1.4 pence).

 

In October 2025, the Board declared an interim dividend of 0.30 pence per share in respect of the six months ended 30 June 2025 (the "Interim Dividend"), which was paid in January 2026.

 

The Board has chosen not to pay a final dividend for FY25 in order to support investment into our strategic priorities though organic growth and potential acquisition opportunities.

 

Basic earnings per share for FY25 was 0.01 pence per share (FY24: (3.42) pence per share).

 

Capital expenditure

 

During FY25 capital expenditure, representing additions to property, plant and equipment together with hire fleet and motor vehicles disclosed as right-of-use assets, totalled £4.2m (FY24: £3.4m), of which £2.3m related to Autotrak, increasing their overall capacity by c.12%.

 

Cash Flow, Funding & Net Debt

 

During FY25, ADF financed £3.2m capex by hire purchase (FY24: £4.9m).  The majority of the funding was with two providers, PACCAR Finance, the in-house finance company for DAF vehicles, and HSBC.

 

Interest rates on new hire purchase contracts in FY25 continued to slowly decrease in line with the Bank of England base rate and averaged 6.4% across FY25 (FY24: 6.8%). Total hire purchase repayments including interest were £5.6m (FY24: £6.0m) million. In addition, new property leases with an inception value of £1.5m (FY24: £0.7m) were entered into during the year, which included the renewal of the lease for ADF's primary depot in Longcross.

 

In April 2025, a six month-overdraft facility of £1.0m with HSBC, was put in place to provide additional working capital as business activity increased over the summer season. In October 2025, the facility was extended until July 2026.

 

In April 2026, the Group entered into a £5.0m, 3-year, RCF facility with HSBC, replacing the existing overdraft facility.   Under the terms of the facility the Group will be required to meet quarterly covenant tests in respect of leverage and an annual covenant test in respect of interest cover. The facility will provide sufficient headroom for the Group to meet working capital and organic growth requirements. In addition, in February 2026 a further £0.7m of existing assets were placed on to a new 5 year hire purchase agreement, and certain existing hire purchase agreements were extended from 5 to 7 years which will result in an annualised cash flow benefit of c.£0.8m.

 

Net debt, excluding IFRS 16 leases, at the end of FY25 was £12.3m (FY24: £13.8m). Hire purchase liabilities reduced to £14.5m at the end of FY25 (FY24: £16.1m) reflecting the completion of hire purchase agreements during the year. Cash at bank at the end of FY25 was marginally lower than at the end of FY24 (FY25: £2.2m; FY24: £2.3m).

 

William Worsdell

Chief Financial Officer

 

 

 

Consolidated Statement of Comprehensive Income

 

 

 

 

 

 

 

 

	Note		Year ended 31 December 2025 £'m		Year ended 31 December 2024 £'m
Revenue	3		41.3		35.2
Cost of sales			(25.7)		(22.3)
Gross profit			15.6		12.9
Administrative expenses	5		(12.9)		(11.3)
Exceptional administrative expenses	5		(1.6)		(2.9)
Operating profit/(loss)			1.1		(1.3)
Finance expense	9		(1.5)		(1.4)
Exceptional finance expenses	9		(0.4)		(0.1)
Loss before taxation			(0.8)		(2.8)
Taxation credit/(charge)	10		0.8		(0.2)
Profit/(loss) for the year			-		(3.0)
Other comprehensive income for the year			-		-
Total other comprehensive profit/(loss)			-		-
Earnings per share for profit/(loss) attributable to the owners
Basic profit/(loss) per share (Pence)	12		0.01		(3.42)
Diluted profit/(loss) per share (Pence)	12		0.01		(3.42)

 

 

 

 

Consolidated Statement of Financial Position

	Note		As at 31 December 2025 £'m		As at 31 December 2024 £'m
Assets
Current assets
Inventories	13		1.0		0.7
Trade and other receivables	17		3.5		3.1
Cash and cash equivalents	18		2.2		2.3
Total current assets			6.7		6.1
Non-current assets
Property, plant and equipment	15		14.5		15.3
Right-of-use assets	16		29.9		32.3
Intangible assets	14		20.1		20.5
Total non-current assets			64.5		68.1
Total assets			71.2		74.2
Liabilities
Current liabilities
Trade and other payables	19		6.3		4.3
Lease liabilities	16		7.8		5.2
Corporation tax	10		-		0.5
Total current liabilities			14.1		10.0
Non-current liabilities
Lease liabilities	16		16.9		20.3
Contingent consideration	20		3.5		6.5
Deferred tax liabilities	10		3.5		3.7
Total non-current liabilities			23.9		30.5
Total liabilities			38.0		40.5
Net Assets			33.2		33.7
Equity
Called up share capital	22		1.1		1.1
Share premium	23		25.2		25.2
Share based payment reserve	23		1.5		1.5
Merger reserve	23		2.7		2.7
Retained earnings	23		2.7		3.2
Total equity			33.2		33.7

 

 

Company Statement of Financial Position

	Note		As at 31 December 2025 £'m		As at 31 December 2024 £'m
Assets
Current assets
Trade and other receivables	17		0.3		0.4
Amounts due from subsidiaries	17		11.0		10.8
Total current assets			11.3		11.2
Non-current assets
Investment in subsidiaries	21		35.2		35.7
Deferred tax assets	10		0.8		0.8
Total non-current assets			36.0		36.5
Total assets			47.3		47.7
Liabilities
Current liabilities
Trade and other payables	19		0.2		0.1
Amounts due to subsidiaries	19		1.5		4.5
Total current liabilities			1.7		4.6
Non-current liabilities
Contingent consideration	20		3.5		6.5
Total non-current liabilities			3.5		6.5
Total liabilities			5.2		11.1
Net Assets			42.1		36.6
Equity
Called up share capital	22		1.1		1.1
Share premium	23		25.2		25.2
Share based payment reserve	23		1.5		1.5
Merger reserve	23		11.1		11.1
Retained earnings	23		3.2		(2.3)
Total equity			42.1		36.6

 

 

Consolidated Statement of Changes in Equity

	Note	Called Up Share Capital £'m	Share Premium £'m	Share Based Payment Reserve £'m	Merger Reserve £'m	Retained Earnings £'m	Total Equity £'m
Balance at 1 January 2024		0.8	15.6	1.4	(0.4)	7.6	25.0
Comprehensive Income
Loss for the year		-	-	-	-	(3.0)	(3.0)
Transactions with owners
Issue of shares	22	0.2	10.3	-	-	-	10.5
Business acquisition	22	0.1	-	-	3.1	-	3.2
Costs of issue of shares		-	(0.7)	-	-	-	(0.7)
Share based payment charge on long term incentive program	22	-	-	0.1	-	-	0.1
Deferred tax on share options	10	-	-	-	-	(0.1)	(0.1)
Dividends	11	-	-	-	-	(1.3)	(1.3)
Balance at 31 December 2024		1.1	25.2	1.5	2.7	3.2	33.7
Balance at 1 January 2025		1.1	25.2	1.5	2.7	3.2	33.7
Comprehensive Income
Profit for the year		-	-	-	-	-	-
Transactions with owners
Dividends	11	-	-	-	-	(0.5)	(0.5)
Balance at 31 December 2025		1.1	25.2	1.5	2.7	2.7	33.2

 

Company Statement of Changes in Equity

	Note	Called Up Share Capital £'m	Share Premium £'m	Share Based Payment Reserve £'m	Merger Reserve £'m	Retained Earnings £'m	Total Equity £'m
Balance at 1 January 2024		0.8	15.6	1.4	8.0	1.7	27.5
Comprehensive Income
Loss for the year		-	-	-	-	(2.6)	(2.6)
Transactions with owners
Issue of shares	22	0.2	10.3	-	-	-	10.5
Business acquisition	22	0.1	-	-	3.1	-	3.2
Costs of issue of shares		-	(0.7)	-	-	-	(0.7)
Share based payment charge on long term incentive program	22	-	-	0.1	-	-	0.1
Deferred tax on share options	10	-	-	-	-	(0.1)	(0.1)
Dividends	11	-	-	-	-	(1.3)	(1.3)
Balance at 31 December 2024		1.1	25.2	1.5	11.1	(2.3)	36.6

 

Balance at 1 January 2025		1.1	25.2	1.5	11.1	(2.3)	36.6
Comprehensive Income
Profit for the year		-	-	-	-	6.0	6.0
Transactions with owners
Dividends	11	-	-	-	-	(0.5)	(0.5)
Balance at 31 December 2025		1.1	25.2	1.5	11.1	3.2	42.1

 

 

Consolidated Statement of Cashflows

Cash flows from operating activities		Note		Year ended 31 December 2025             £m		Year ended 31 December 2024             £'m
Loss before taxation from continuing activities				(0.8)		(2.8)
Adjustments for non-cash/non-operating items:
Depreciation and impairment of property, plant and equipment		15		3.5		2.1
Depreciation and impairment of right-of-use assets		16		5.7		3.3
Amortisation of intangible assets		14		0.1		0.1
Impairment of goodwill		14		-		2.4
Loss on disposal of property, plant and equipment		5		0.3		0.1
Loss on disposal of right of use assets		5		0.8		0.1
Share based payment charge	22			-		0.1
Fair value gain in acquisition contingent consideration	20			(3.4)		(0.1)
Finance expense	9			1.9		1.5
				8.1		6.8
Working capital adjustments:
Increase in inventories	13			(0.3)		(0.1)
(Increase)/decrease in trade and other receivables	17			(0.4)		4.2
Increase in trade and other payables	19			1.9		0.8
Cash generated from operating activities				9.3		11.7
Corporation tax	10			0.2		(0.2)
Net cash generated from operating activities				9.5		11.5
Cash flows from investing activities
Purchase of property, plant and equipment	15			(1.6)		(1.1)
Purchase of intangible assets	14			-		(0.1)
Purchase of right-of-use assets[1]				(0.3)		(0.2)
Proceeds from sale of property, plant and equipment				0.3		-
Cost of business acquisition	21			(0.2)		(13.4)
Net cash used in investing activities				(1.8)		(14.8)
Cash flows from financing activities
Proceeds from ordinary share issue	22			-		10.5
Cost of share issue				-		(0.7)
Payments on lease liabilities	16			(5.8)		(5.7)
Interest paid on lease liabilities	9, 16			(1.5)		(1.4)
Interest on contingent consideration	9			-		(0.1)
Hire purchase re-financing[2]				-		0.8
Dividends paid	11			(0.5)		(1.3)
Net cash (used in)/generated from financing activities				(7.8)		2.1
Net decrease in cash and cash equivalents				(0.1)		(1.2)
Cash and cash equivalents at beginning of year				2.3		3.5
Cash and cash equivalents at end of year	18			2.2		2.3

 

Company Statement of Cashflows

	Note		Year ended 31 December 2025             £'m		Year ended 31 December 2024             £'m
Cash flows from operating activities
Profit/(loss) before taxation from continuing activities			6.0		(2.6)
Adjustments for non-cash/non-operating items:
Impairment of investment	21		0.7		3.2
Fair value gain in acquisition contingent consideration	20		(3.4)		(0.1)
Finance costs			0.4		0.1
Share based payment charge	22		-		0.1
			3.7		0.7
Increase in trade and other receivables	17		-		(0.1)
Increase in trade and other payables	19		0.2		-
Net cash generated from operating activities			3.9		0.6
Cash flows from investing activities
Acquisition of investment in subsidiary	21		(0.2)		(13.6)
(Outflows to)/inflows from subsidiaries	17		(0.2)		0.8
Net cash used in investing activities			(0.4)		(12.8)
Cash flows from financing activities
(Outflows to)/inflows from subsidiaries	19		(3.0)		3.6
Proceeds from ordinary share issue	22		-		10.5
Cost of share issue			-		(0.6)
Dividends paid	11		(0.5)		(1.3)
Net cash (used in)/generated from financing activities			(3.5)		12.2
Net movement in cash and cash equivalents			-		-
Cash and cash equivalents at beginning of year			-		-
Cash and cash equivalents at end of year*	18		-		-

 

*Cash and cash equivalents are rounded to the nearest £'m, as at 31December 2025 the cash held by the Company totalled £2k (2024: £2k).

 

Notes to the Financial Statements

 

1       Accounting policies

 

1.1       Basis of preparation

 

Facilities by ADF Plc (the "Company'') and its subsidiaries (together, the "Group'') is a public company limited by shares, incorporated, domiciled and registered in England and Wales in the UK. The registered number is 13761460 and the registered address is Ground Floor, 31 Oldfield Road, Bocam Park, Pencoed, Bridgend, United Kingdom, CF35 5LJ.

 

The consolidated and Company financial statements are for the year ended 31 December 2025. They have been prepared in accordance with UK-adopted international accounting standards in conformity with the requirements of the UK Companies Act 2006. The financial statements have been prepared under the historical cost convention, as modified by the use of fair value for financial instruments measured at fair value. The financial statements are presented in millions of pounds sterling ("£m") except where otherwise indicated.

 

The principal accounting policies adopted in the preparation of the financial statements are set out below. These policies have been consistently applied to both the Company and the Group where applicable. The policies have been consistently applied to all the periods presented, unless otherwise stated.

 

For the year ended 31 December 2025, the following subsidiaries of the parent company are entitled to take exemptions from audit under Section 479A of the Companies Act 2006 relating to subsidiary companies.

 

Subsidiary	Company registered number
CAD Services Limited	04533535
Location 1 Group Ltd	11786214
Location One Ltd	05949293
Autotrak Portable Roadways Limited	02999669

 

The Company has provided a guarantee for all outstanding debts and liabilities to which the subsidiary companies listed above are subject at the end of the financial year, in accordance with Section 479C of the Companies Act 2006.

 

1.2       Going concern

 

The Group's business activities together with the factors likely to affect its future development, performance, financial position, its cash flows, liquidity position, principal risks and uncertainties affecting the business are set out in the Strategic report on pages 5 to 22. 

 

The Group meets its day-to-day working capital requirements through cash generated from operations and its £5.0m revolving credit facility, which is due to expire in March 2029.  Details of the Group's borrowing facility is given in note 18 of the financial statements.

 

The Board have reviewed and discussed cash flow forecasts for the period to 31 December 2027, including the application of forecast sensitivities and management mitigating actions.  Following this review, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the next twelve months. Consequently the Group continues to adopt the going concern basis of accounting in preparing the annual financial statements. 

 

 

1.3       Changes in accounting policies

 

Standards, amendments and interpretations effective and adopted by the Group:

 

IFRSs applicable to the Financial Statements of the Group have been applied for the year ended 31 December 2025 as well as for the comparative period. The application of new or amended standards in these periods has had no material impact on the financial results or presentation.

 

Standards, amendments and interpretations issued but not yet effective:

 

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they become effective. It is not currently expected that these standards will have a material impact on the Group. The Group notes that whilst the revisions set out in IFRS 18 are not assessed as impacting the reported results or financial position of the Group, the layout and line items within the primary statements may vary when the IFRS becomes effective. This is a presentation matter only and does not affect recognition or measurement.

 

Standard	Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of financial instruments; and	1 January 2026
IFRS 18 - Presentation and Disclosure in Financial Statements*	1 January 2027
* Subject to EU endorsement

 

1.4       Basis of consolidation

 

The consolidated financial statements incorporate the results of the Company and all of its subsidiary undertakings. The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred, and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair value.

 

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used in line with those used by other members of the Group.

 

Subsidiaries

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 to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group until the date that control ceases.

 

Transactions eliminated on consolidation

Intra-group balances, and any gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the financial information. Losses are eliminated in the same way as gains, but only to the extent that there is no evidence of impairment.

 

 

1.5       Revenue recognition

 

IFRS 15 "Revenue from Contracts with Customers" is a principle-based model of recognising revenue from contracts with customers. It has a five-step model that requires revenue to be recognised when control over goods and services are transferred to the customer. Revenue includes facilities rental incomes, and fees from the provision of services incidental to facilities. Revenue is measured at the fair value of consideration received or receivable, net of discounts, VAT, and sales taxes.

 

Revenue from all other services rendered is recognised proportionally over the period in which the facilities are rented out based on the terms of the contract. The stage of completion is assessed on the basis of the actual service provided (number of days of rental in the accounting period).

 

1.6       Employee benefits: Pension obligations

 

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

 

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 

1.7       Net finance costs

 

Finance expense

Finance expense comprises of interest payable and lease interest which are expensed in the period in which they are incurred and reported in finance costs. Debt issue costs are capitalised and amortised over the life of the associated facility.

 

Finance income

Finance income relates to interest on bank deposits.

 

1.8       Foreign currency translation

 

Transactions in foreign currencies are translated to Sterling (the currency of the primary economic environment in which the Group operates) at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the statement of financial position date are retranslated to the functional currency at the foreign exchange rate ruling at that date. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Foreign exchange differences arising on translation are recognised in the Statement of Comprehensive Income, within interest receivable and interest payable.

 

The consolidated and Company financial statements are presented in GBP, which is the Group's and Company's presentational currency. The functional currency of the Company is GBP.

 

1.9       Current and deferred taxation

 

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

 

The current corporation tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the UK where the Group and Company operates and generate taxable income.

 

Deferred tax balances are recognised in respect of all temporary differences that have originated but not reversed by the balance sheet date, except:

 

-	The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
-	Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
-	Where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the Group and Company can control their reversal and such reversal is not considered probable in the foreseeable future.

 

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred corporation tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 

1.10     Property plant and equipment

 

Property, plant and equipment is stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

 

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the reducing balance and straight-line methods. Depreciation is provided on the following basis:

 

Plant and machinery	25% reducing balance and 1 - 10 years straight-line
Motor vehicles	10% reducing balance and 5 years straight-line
Computer equipment	25% reducing balance
Hire fleet	10% reducing balance
Leasehold improvements	25% reducing balance

 

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. During the financial year a detail review of Hire Fleet and Motor Vehicle market rates was conducted which concluded the 10% reducing balance estimation technique for depreciating these assets was no longer appropriate. An impairment of

£2.9m to the carrying value of the assets has been charged to the profit and loss in FY25.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of Comprehensive Income.

 

Assets under construction are those that are being built or developed with the intention of being used in the business operations of the Group. These assets are not depreciated until they are completed and ready to be used. Once an asset is completed, it is transferred to a separate class of asset in property, plant and equipment or right-of-use assets and is then subject to depreciation. This transfer is made at the point of time the asset is completed and is ready for use.

 

The cost of the asset under construction includes all costs directly attributable to bringing the asset to the condition necessary for it to be used for its intended purpose. These costs may include direct labour, direct materials, and other expenses incurred during the construction period.

 

1.11     Impairment of assets

 

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash‑generating unit ("CGU") to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non‑financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 

1.12     Leased assets

 

The Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration at inception of a contract.

 

To assess whether a contract conveys the right to control the use of an identified asset, the Group assesses whether: an identified physically distinct asset can be identified; and the Group has the right to obtain substantially all of the economic benefits from the asset throughout the period of use and has the ability to direct the use of the asset over the lease term being able to restrict the usage of third parties as applicable.

 

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 

-	Leases of low value assets; and
-	Leases with a duration of 12 months or less.

 

Lease liabilities are measured at the present value of the contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the Group's incremental borrowing rate on commencement of the lease is used.

 

On initial recognition, the carrying value of the lease liability also includes:

 

-	amounts expected to be payable under any residual value guarantee;
-	the exercise price of any purchase option granted in favour of the Group if it is reasonably certain to access that option; and
-	any penalties payable for terminating the lease, if the term of the lease has been estimated on the basis of the termination option being exercised.

 

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

 

-	lease payments made at or before commencement of the lease;
-	initial direct costs incurred; and
-	the amount of any provision recognised where the Group is contractually required to dismantle, remove, or restore the leased asset.

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. In the case of hire purchase assets presented within right of use assets, the amortisation period is over the remaining useful economic life of the underlying asset.

 

1.13     Cash and cash equivalents

 

Cash and cash equivalents comprises of cash at bank and in hand. The bank overdraft is repayable on demand and forms an integral part of cash management and is included as a component of cash and cash equivalents for the purpose of the cash flow statement.

 

1.14     Financial instruments

 

Financial instruments are all financial assets and financial liabilities that comprise a contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity and are detailed in notes to the accounts.

 

Financial assets and financial liabilities are recognised when the Group becomes party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable (other than financial assets or liabilities at fair value through profit or loss) are added to or deducted from the fair value as appropriate, on initial recognition.

 

Financial assets and financial liabilities are offset, and the net amount reported in the consolidated statement of financial position if, and only if, there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilities simultaneously.

 

Financial assets

The Group and Company's financial assets held at amortised cost comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. These assets are non-derivative financial

assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g., trade receivables), but also incorporate other types of financial assets where the objective is to hold their assets in order to collect contractual cash flows and the contractual cash flows are solely payments of the principal and interest. They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment.

 

Impairment of financial assets

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables.

 

Impairment provisions for other receivables are recognised based on the general impairment model within IFRS 9. In doing so, the Group follows the 3-stage approach to expected credit losses. Step 1 is to estimate the probability that the debtor will default over the next 12 months. Step 2 considers if the credit risk has increased significantly since initial recognition of the debtor. Finally, Step 3 considers if the debtor is credit impaired, following the criteria under IFRS 9.

 

The Group's financial liabilities held at amortised cost comprise trade payables and other short-dated monetary liabilities, and other borrowings in the consolidated statement of financial position.

 

Trade payables and other short-dated monetary liabilities are initially recognised at fair value and subsequently carried at amortised cost using the effective interest rate method.

 

Other borrowings are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective

interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the consolidated statement of financial position.

 

For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

 

Unless otherwise indicated, the carrying values of the Group's and Company financial liabilities measured at amortised cost represents a reasonable approximation of their fair values.

 

Financial liabilities

The Group and Company measures its financial liabilities at amortised cost. All financial liabilities are recognised in the statement of financial position when the Group and Company becomes a party to the contractual provision of the instrument.

 

1.15     Share based payments

 

The Group issues equity-settled share-based incentives to certain employees in the form of share options. Equity-settled share-based payments are measured at fair value at the date of grant. The fair value determined at the grant

date is expensed in the Group's financial statements on a straight-line basis over the estimated vesting period, based on the estimate of shares that will eventually vest.

 

Employee share scheme

Share options that have been issued by the Group have been valued under the Black Scholes model to evaluate any provision that may be required to set against the reserves of the Group. The share-based payment expense has been calculated and detailed per the notes to the financial statements.

 

Equity-settled share-based payments to employees are measured at the fair value of the equity instrument at the grant date. The fair value determined at grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves. 

 

Long-term incentive plan

The Group has a long-term incentive plan. Long term incentive options that have been issued by the Group have been reviewed under the Monte Carlo model to evaluate any provision that may be required to set against the reserves of the Group. The share-based payment expense has been calculated and detailed per the notes to the financial statements. There are conditions associated with the long-term incentive options issued which requires the fair value charge associated with the options to be allocated over the minimum vesting period.

 

1.16     Provisions

 

Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Group becomes aware of the obligation and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

 

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

 

1.17     Dividends

 

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 

1.18     Operating segments

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker ('CODM'). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors of the Group. The Group had three (2024: three) reporting segments, being Facilities by ADF (which represents all revenues and cost of sales generated from Facilities by ADF Plc and CAD Services Limited) , Location One (which represents all revenues and cost of sales generated from Location 1 Group Ltd and Location One Ltd) and Autotrak (which represents all revenues and cost of sales generated from Autotrak Portable Roadways Limited) during the year ending 31 December 2025. All revenues are from the hire of facilities and related services.

 

1.19     Investments

 

Investments are stated at their cost less impairment losses.

 

1.20     Inventories

 

Inventories are stated at the lower of cost or net realisable value. Net realisable value is the amount that can be realised from the sale of the inventory in the normal course of business after allowing for the costs of realisation. An allowance is recorded for obsolescence and slow-moving items.

 

Inventories held consist of stored goods to be used in the support of production vehicles and maintenance.

 

1.21     Intangible assets

 

Goodwill is recorded as an intangible asset and is the surplus of the cost of acquisition over the fair value of identifiable net assets acquired. Goodwill is reviewed annually for impairment. Any impairment identified as a result of the review is charged in the statement of profit or loss.

 

Intangible assets acquired on business combinations are capitalised separately from goodwill at fair value on initial recognition. Intangible assets are amortised on a straight-line basis over their useful lives.

 

Intangible assets, including software, acquired separately from a business are capitalised at cost. They are subsequently accounted for at cost less amortisation and impairment. The useful life of all intangible assets is estimated to be 10 years.

 

The estimated useful lives, residual values, and amortisation method are reviewed at the end of each period.

 

2       Critical accounting judgements and estimates

 

The preparation of the financial information in compliance with IFRS requires the use of certain critical accounting estimates. It also requires the Group management to exercise judgement and use assumptions in applying the Group's accounting policies. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. Management believe that the estimates utilised in preparing the financial information are reasonable and prudent critical accounting judgements and estimates.

 

Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The judgements and key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial information is discussed below:

 

Key accounting estimates and judgements

 

The following are the areas requiring the use of estimates and judgements that may significantly impact the financial information.

Judgements

Hire of equipment revenues constitute leases

Any arrangement that is dependent on the use of a specific asset or assets should be accounted for as a lease under IFRS 16. The Directors have concluded that none of the Group contracts with customers include the use of an asset as substantive substitution rights exist throughout the period of use, whereby substitution would be economically beneficial to the Group. All revenues therefore are classified within the scope of IFRS 15.

 

Customer relationships

During the prior year, the Group acquired 100% of the issued share capital in Autotrak Portable Roadways Limited ("Autotrak"). On completion, the fair value of the customer relationships was valued by management at £1.0m. The customer relationships were valued in line with IFRS 3, Business Combinations using the Multi-period Excess Earnings Method (''MEEM''). Management identified customer relationships as a significant value driver for Autotrak, and the MEEM was deemed the most appropriate valuation technique to reflect their contribution to future cash flows. Customer-related intangible assets, as defined under IFRS 3, encompass customer lists, order or production backlogs, customer contracts, and associated non-contractual customer relationships. These were all considered in the valuation process by management. The MEEM was calculated using key assumption within the valuation process, including the after-tax excess earnings attributable to the customer-related intangible asset.

 

Estimates

Discount rates

IFRS 16 states that the lease payments shall be discounted using the lessee's incremental borrowing rate where the rate implicit in the lease cannot be readily determined. Accordingly, all lease payments have been discounted using the incremental borrowing rate (IBR). The IBR has been determined by management using a range of data including current economic and market conditions, review of current debt and capital within the Group, lease length and comparisons against seasoned corporate bond rates and other relevant data points. Significant changes in IBR would cause changes to both the value of the right-of-use assets and corresponding lease liabilities. Sensitivity analysis has been performed on IBR rates in Note 16 of these financial statements.

 

Impairment of intangible assets

Following the assessment of the recoverable amount of goodwill allocated to Location 1 Group Ltd to which goodwill of £7.2m was allocated on completion of the acquisition in the year ended 31 December 2022, the Directors consider the recoverable amount of goodwill allocated to Location 1 Group Ltd to be most sensitive to the achievement of the Group's long-term budget and projected forecasts. Budgets comprise forecasts of costs, and capital expenditure based on current and anticipated market conditions that have been considered and approved by the Board. Approved budgets cover the next twelve months, whilst the forecasted period extends to five years. The recoverable amount of Location 1 Group Ltd (a singular cash-generating unit) is determined based on a value in use calculation which uses cash flow projections based on the financial budgets and forecasted five-year period, using a pre-tax discount rate of 12.35% per annum.

 

The sensitivity analysis in respect of the recoverable amount of Location 1 Group Ltd goodwill is presented in Note 14. The Group recorded an impairment charge of £nil (2024: £2.4m) in the current year ended 31 December 2025. The impairment in the comparative period was due to the continued uncertainty around Location One's short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn 2023.

 

Following the acquisition of Autotrak in September 2024 an annual impairment review has also been conducted using the same methodology as outlined above and presented in Note 14, using a pre-tax discount rate of 15.44%. No indicators of impairment were identified during this review.

 

Contingent consideration

During the prior year, the Group acquired 100% of the issued share capital in Autotrak. As at 31 December 2025, the contingent consideration was valued at £3.5m (2024: £6.5m). The contingent consideration is estimated by management using a range of probabilities to determine the potential payment of earn out over the consideration period and the expected results of Autotrak. If Autotrak meets all earn out criteria the maximum liability to the Group would be £8.2m payable over a three-year period in cash. Further, if none of the criteria are met then no payment of consideration would be due, giving no liability to the Company. No payments were made in respect of contingent consideration in the year (2024: £nil) as the first assessment period is for the twelve months ending December 2025.

 

3       Revenue from contracts with customers 

 

All of the Group's revenue was generated from the provision of services in the UK in the year ended 31 December 2025 (2024: all). 2 platform customers make up 10% or more of revenue in the year ending 31 December 2025 (2024: 3). During the year management considered revenues derived from one source, being the hire of facilities (2024: one).

 

 

Revenue from customer^[3]

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Customer 1	7.1	6.4
Customer 2	6.1	7.2
Customer 3	3.6	6.7
Customer 4	3.4	1.5
Customer 5	2.9	1.4
All other customers	18.2	12.0
	41.3	35.2

 

Timing of transfer of goods or services

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Services transferred over time	41.3	35.2
	41.3	35.2

 

The following table provides information about contract liabilities with customers, there were no contract assets as at 31 December 2025 (2024: None):

 

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Deferred income	0.4	0.4

 

Revenue recognised in the year that was deferred from the previous year was £0.4m (2024: £nil). The contract liabilities relate to the deferred income in respect of facilities rented. Revenue is being recognised across the actual service provided (number of days of rental in the accounting period).

 

4      Segmental reporting

 

The Group has three reporting segments, being Facilities by ADF (which represents all revenues and cost of sales generated from Facilities by ADF Plc and CAD Services Limited), Location One (which represents all revenues and cost of sales generated from Location 1 Group Ltd and Location One Ltd), and Autotrak (which represents all revenues and cost of sales generated from Autotrak Portable Roadways Limited). Autotrak was acquired by the Group on 10 September 2024. Total assets and liabilities are not provided to the CODM in the Group's internal management reporting by segment and therefore are not presented below, information on segments is reported at a gross profit level only. Information about geographical revenue is disclosed in Note 3. All non-current assets are located in the UK.

 

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Revenue
Facilities by ADF	24.8	24.9
Location One	7.2	7.7
Autotrak	9.3	2.6
	41.3	35.2
Cost of sales
Facilities by ADF	16.8	16.5
Location One	4.5	4.7
Autotrak	4.4	1.1
	25.7	22.3

 

Gross Profit	15.6	12.9

 

5       Expenses by nature

 

Operating profit is stated after charging:

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Depreciation of property, plant and equipment	1.9	2.1
Depreciation of right-of-use assets	4.4	3.3
Amortisation of intangible assets	0.1	0.1
Loss on disposal of property, plant and equipment	0.3	0.1
Loss on disposal of right-of-use assets	0.8	0.1
Social security costs in respect of options exercised	-	0.1
Exceptional administrative expenses	1.6	2.9

 

Exceptional administrative expenses:

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Restructuring costs	2.0	-
Fair value gain in acquisition contingent consideration	(3.4)	(0.1)
Impairment of property, plant and equipment and right-of-use assets	2.9	-
Amortisation of acquired intangibles	0.1	-
Impairment of goodwill	-	2.4
Expenses in respect of acquisitions	-	0.5
Share based payment expense	-	0.1
	1.6	2.9

 

Exceptional expenses of £1.6m (FY24: £2.9m) relate to costs incurred by the Group which are either one-off, non-recurring or not related to the underlying operating activities of the Group.

 

Restructuring costs of £2.0m (FY24: £nil) relate to one-off and non-recurring costs associated with Group integration and restructuring activities.

 

A £3.4m gain (FY24: £0.1m) was recognised in relation to a reduction in the contingent consideration payable on the Autotrak acquisition, which is considered part of the Group's investing activities.

 

Impairment of property, plant and equipment and right-of-use assets of £2.9m (FY24: £nil) represents an adjustment to the carrying value of the assets.

 

£0.1m (FY24: £nil) was amortised on intangibles assets recognised on business combinations and are not considered part of the underlying trading of the Group. 

 

In the prior year an impairment charge to Goodwill of £2.4m (FY25: £nil;) was recognised in respect of Location 1 Group Ltd.

 

In the prior year acquisition costs of £0.5m (FY25: £nil) were incurred relating to professional fees and transaction costs incurred on completion of the Autotrak acquisition in FY24.

 

Share based payments (FY25: £nil; FY24: £0.1m) relate to options granted to certain executive directors in Facilities by ADF Plc and Location One Limited in FY24. Since these are non-cash charges these are excluded from adjusted profit measures to better understand the long-term performance of our underlying business.

 

6       Auditor remuneration

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Fee payable for the audit of the Group's financial statements	0.1	0.1
Fees relating to other services	-	0.1
	0.1	0.2

Fees for other services incurred in the year ended 31 December 2024 of £0.1m were in respect of business acquisition due diligence.

 

7      Employee benefit expenses

 

For the Group employee benefit expenses (including directors) comprise:

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Wages and salaries	14.9	13.8
Social security contributions and similar taxes	2.1	1.4
Share based payment expense	-	0.1
Pension costs	0.3	0.3
	17.3	15.6

 

Average number of people (including directors) employed by activity for the Group are:

 

	Year ended 31 December 2025	Year ended 31 December 2024
Drivers and transport	125	131
Head office and senior management	48	51
Workshop, yard, and base staff	158	161
	331	343

 

The Group's subsidiary CAD Services Limited bears all the employee benefit expenses on behalf of Facilities by ADF Plc, apart from the share-based payment charges which are born by Facilities by ADF Plc. There were 5 (2024: 6) Directors employed by the Company as at 31 December 2025.

 

8      Director emoluments

 

Director emoluments comprise:

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Remuneration for qualifying services	0.7	0.7
Share based payment expense	-	0.1
Pension costs	-	-
Termination costs	0.6	-
	1.3	0.8

 

There was 1 Director participating in money purchase pension schemes as at the year end (2024: 2).

 

Key management personnel include all Directors of the Company and the Directors of CAD Services Limited, the Group's principal trading subsidiary, who together have authority and responsibility for planning, directing, and controlling the activities of the Group's business. There are no key management personnel other than the Directors.

 

Remuneration disclosed above includes the following amounts paid to the highest paid Director:

 

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Wages and salaries	0.2	0.3
Share based payment expense	-	0.1
Termination costs	0.4	-
	0.6	0.4

 

9       Finance expense

 

	Year ended 31 December    2025 £'m	Year ended 31 December 2024 £'m
Finance expenses
Interest on lease liabilities	1.5	1.4
Total finance expenses	1.5	1.4
Exceptional finance expenses
Interest on contingent consideration	0.4	0.1
Total exceptional finance expenses	0.4	0.1
Total exceptional and non-exceptional finance expenses	1.9	1.5

 

Exceptional finance costs of £0.4m (2024: £0.1m) relate to the non-cash unwinding of the discount applied to contingent consideration to reflect the time value of money.

 

10   Taxation  

Analysis of expense in year	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Current tax on profits for the year	-	0.2
Adjustments in respect of previous years	(0.6)	-
Total current tax	(0.6)	0.2
Deferred tax
Origination and reversal of temporary differences	(0.8)	(0.1)
Adjustments in respect of previous years	0.6	0.1
Total deferred tax	(0.2)	-
Tax (credit)/expense per statement of comprehensive income	(0.8)	0.2

 

The tax (credit)/charge for the years presented differ from the standard rate of corporate tax in the UK. The differences are explained below:  

 

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Loss on ordinary activities before tax	(0.8)	(2.8)
Tax using the Group's domestic tax rates	(0.2)	(0.7)
Effects of:
Other expenses not deductible for tax purposes	(0.6)	-
Other adjustments	-	0.1
Adjustments in respect of previous years	(0.6)	-
Impairment charge not deductible for tax purposes	-	0.6
Deductions in respect of share options	-	0.2
Adjustments in respect of change in deferred tax on previous year	0.6	0.1
Share based payment adjustment	-	(0.1)
Total tax (credit)/charge	(0.8)	0.2

 

Corporation tax for the year ended 31 December 2025 was 25% (2024: 25%).

 

Current tax assets and liabilities

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Corporation tax payable	-	0.5
	-	0.5

 

Corporation tax payable for the year ended 31 December 2025 is due by Autotrak Portable Roadways with a corporation tax charge of £nil (2024: £0.2m).

 

The following is the analysis of the deferred tax balances for financial reporting purposes:

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Accelerated capital allowances	7.4	7.9
Losses	(4.0)	(4.2)
Tax recognised on intangible assets acquired	0.2	0.3
Share based payments	(0.1)	(0.3)
Deferred tax liability	3.5	3.7

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Accelerated capital allowances and other temporary differences	(0.7)	(0.7)
Share based payments	(0.1)	(0.1)
Deferred tax asset	(0.8)	(0.8)

 

Accelerated capital allowances make up the majority of the deferred tax liability as the business invested in its fleet during the early part of 2024. Tax recognised on intangible assets acquired relates to the purchase of Autotrak Portable Roadways Limited on 10 September 2025.

 

Movement in the year

 

Group	£'m
Liability at 1 January 2024	3.0
Charge to equity	0.1
Tax recognised on acquisition	0.6
Liability at 31 December 2024	3.7
Liability at 1 January 2025	3.7
Charge to profit and loss	(0.2)
Liability at 31 December 2025	3.5

 

During the year ended 31 December 2025, the Group recognised a deferred tax charge in the statement of comprehensive income of £0.2m (2024: charge of £nil) and a credit in the statement of changes in equity of £nil (2024: charge of £0.1m). In respect of business combinations, the Group recognised a deferred tax credit of £nil during the year ended 31 December 2025 (2024: charge of £0.6m).

 

Company	£'m
Asset at 1 January 2024	(0.9)
Charge to equity	0.1
Asset at 31 December 2024	(0.8)
Asset at 1 January 2025	(0.8)
Charge to equity	-
Asset at 31 December 2025	(0.8)

During the year ended 31 December 2025, the Company recognised a deferred tax credit in the statement of changes in equity of £nil (2024: charge of £0.1m).

 

11     Dividends

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Dividends paid on ordinary shares	0.5	1.3

On the 2 June 2025, the Company declared a final dividend of 0.5 pence per share in relation to the year ended 31 December 2024. This took the total dividend for that year to 1.0 pence per share, with the interim dividend of 0.50 pence per share paid in 2024.

 

The Company declared an interim dividend of 0.3 pence per ordinary share, which was paid to shareholders for the year ended 31 December 2025, in January 2026.

 

12     Earnings per share

 

The calculation of the basic earnings per share (EPS) is based on the results attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. Diluted EPS includes the impact of outstanding share options.

 

	Year ended 31 December 2025	Year ended 31 December 2024
Basic
Profit/(loss) attributable to owners of the parent (£)	13,087	(3,052,458)
Weighted average shares in issue	107,822,776	89,143,812
Basic profit/(loss) per ordinary share (pence)	0.01	(3.42)
Diluted
Profit/(loss) attributable to owners of the parent (£)	13,087	(3,052,458)
Diluted weighted average number of shares	111,656,642	89,143,812
Diluted profit/(loss) per ordinary share (pence)	0.01	(3.42)

 

13     Inventories

 

	Year ended 31 December 2025 £'m	Year ended 31 December 2024 £'m
Stored goods held	1.0	0.7

Inventories held consist of stored goods to be used in the support of production vehicles and maintenance.

 

14     Intangible assets

 

Group	Goodwill £'m	Customer relationships £'m	Software £'m		Total   £'m
Cost
At 1 January 2024	7.2	-	0.1		7.3
Additions	-	-	0.1		0.1
Additions through business acquisitions	15.6	1.0	-		16.6
At 31 December 2024	22.8	1.0	0.2		24.0
Amortisation
At 1 January 2024	1.0	-	-		1.0
Charge for the year	-	-	0.1		0.1
Impairment	2.4	-	-		2.4
At 31 December 2024	3.4	-	0.1		3.5
Cost
At 1 January 2025	22.8	1.0	0.2		24.0
Adjustment	(0.3)	-	-		(0.3)
At 31 December 2025	22.5	1.0	0.2		23.7
Amortisation
At 1 January 2025	3.4	-	0.1		3.5
Charge for the year	-	0.1	-		0.1
At 31 December 2025	3.4	0.1	0.1		3.6
Net book amount
At 31 December 2025	19.1	0.9	0.1		20.1
At 31 December 2024	19.4	1.0	0.1		20.5

 

Software incorporates the cost and build of the Group's timesheet and planning system. The initial cost of the system plus any additional capital expenditure is to be amortised over a ten-year period. In accordance with the Group's accounting policies, an annual impairment test is applied to the carrying value of other intangible assets with indefinite useful economic life. 

 

Autotrak - Finalisation of fair values for acquisitions acquired in the prior year

 

In the prior year, on 10 September 2024, the Group acquired Autotrak, recognising goodwill of £15.6m. Further assessments have been made during the year as more information about facts and circumstances that existed at the acquisition date has become available and the fair value of the acquisition of Autotrak has been finalised. The main change is to property, plant and equipment, increasing the value by £0.5m, which resulted in a decrease of goodwill by £0.5m. During the year ended 31 December 2025 a further £0.2m cash payment was made in respect of the acquisition, which partially offset the decrease in goodwill arising from increase in the value of property, plant and equipment. The finalised value for Goodwill was therefore £15.3m.

Allocation to cash-generating units

 

Goodwill has been allocated for impairment testing purposes using the following cash generating units.  The carrying value is as follows:

 

	2025 (£'m)	2024 (£'m)
Location One	2.9	3.8
Autotrak	16.2	15.1
Total	19.1	18.9

 

As a result of a Group restructure, during the financial year Location One transferred its Ground Protection business to Autotrak.  As a result of this transfer, management has applied the relative value approach as set out in IAS 36, to reallocate £0.9m Goodwill, based on EBITDA contribution, from Location One to Autotrak.

 

Annual impairment review

 

In accordance with the Group's accounting policies, an annual impairment test is applied to the carrying value of Goodwill. Autotrak and Location 1 Group Ltd ("Location One") are considered separate operating segments as per Note 4. The recoverable amount of Goodwill attributable to is determined using a weighted value-in-use calculation of three scenarios, based on management's assessment of each scenario happening.  The first scenario takes cash flow projections based on financial budgets approved by the Directors for year one and projected forecasts for years two to five, while the second and third scenarios reflect a situation where the business has over or underperformed on the first scenario.  The weighted forecasts have been discounted using a pre-tax rate of 12.35% (2024: 15.08%) for Location One and 15.44% for Autotrak. Management believes that any reasonably possible change in the key assumptions above would not cause the recoverable amount of the Goodwill allocated to this operating segment to fall below its balance sheet carrying value. Impairment of Goodwill held in relation to Autotrak for the year totalled £nil (2024: £nil).  Impairment of Goodwill held in relation to Location One for the year totalled £nil (2024: £2.4m).  The impairment loss for prior year has been included in the Statement of Comprehensive Income.

 

The key assumptions used by management in setting the financial budgets for the five-year period were as follows:

 

Revenue growth rates

 

Revenue growth rates are based on past experience adjusted for changes in the Company's long term order book, and industry wide implications such as the WGA and SAG-AFTRA strikes, and its future impact on revenue. The below growth rate ranges applied to each period reflect the different scenarios assessed in the impairment review and are based on known order book data and estimates, along with short term expectation changes in the industry, Group strategy, and comparisons to prior year budgets and analysis.

 

Revenue growth rates
Location One	Year ended 31 December 2025	Year ended 31 December 2024
Year 1	0 - 21%	0 - 20%
Years 2 - 5	0 - 10%	5 - 15%
Terminal Value	0 - 2%	2%

 

Autotrak	Year ended 31 December 2025
Year 1	0 - 15%
Years 2 - 5	0 - 10%
Terminal Value	0 - 2%

 

Capital expenditure

 

Capital expenditure projections are based on expected estimated requirements and readily available assets. Capital expenditure projections are extrapolated based on expected demand and turnover of historic assets, increasing at a steady rate year on year. The below capital expenditure ratios (capital expenditure as a percentage of sales), applied to each period reflect the different scenarios assessed in the impairment review and are based on known contract expenditure, and estimates, along with short term expectation changes in the industry, Group strategy, and comparisons to prior year budgets and analysis.

 

Capital expenditure ratio
Location One	Year ended 31 December 2025		Year ended 31 December 2024
Year 1	14 - 15%		10%
Years 2 - 5	14 - 15%		12%
Autotrak		Year ended 31 December 2025
Year 1		5 - 15%
Years 2 - 5		5 - 15%

 

Sensitivity analysis

 

As part of the impairment review, management conducted different sensitivity analysis to stress test the impairment review.

 

For the Location One CGU, the recoverable amount calculated is based on value in use exceeding carrying value by £0.4m. A reduction in the revenue growth assumption to less than 7.0% per annum for Years 1-5, or an increase in the discount rate of 0.8 percentage points. would lead to an impairment. 

 

For the Autotrak CGU, the recoverable amount calculated is based on value in use exceeding carrying value by £14.3m. A reduction in the revenue growth assumption by 15.5 percentage points, or an increase in the discount rate of 14.4 percentage points would lead to an impairment. 

 

After performing the above analysis, management concluded £nil impairment was required to the carrying value of goodwill of Autotrak and Location One for the year ended 31 December 2025.  In the prior year an impairment of £2.4m was recognised in relation to the acquisition of Location One, due to the uncertainty around Location One's short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn 2023.

 

15     Property, plant and equipment

Depreciation is charged to administrative expenses within the statement of comprehensive income.

	Plant and machinery £'m	Hire Fleet £'m	Motor vehicles £'m	Computer equipment £'m	Leasehold improvement £'m	Assets under construction £'m	Total   £'m
Cost
At 1 January 2024	0.2	13.1	1.7	0.2	0.5	0.4	16.1
Additions	0.1	0.1	-	0.1	0.2	0.6	1.1
Additions on acquisition	0.2	1.6	0.5	-	-	-	2.3
Transfers[4]	0.1	2.8	1.8	-	-	(0.8)	3.9
Disposals	-	(1.2)	(0.2)	-	-	-	(1.4)
At 31 December 2024	0.6	16.4	3.8	0.3	0.7	0.2	22.0
Depreciation
At 1 January 2024	0.1	3.2	0.1	-	0.1	-	3.5
Charge for the year	-	1.5	0.3	0.1	0.1	-	2.0
Transfers	-	0.9	0.7	-	-	-	1.6
Disposals	-	(0.2)	(0.2)	-	-	-	(0.4)
At 31 December 2024	0.1	5.4	0.9	0.1	0.2	-	6.7
Cost
At 1 January 2025	0.6	16.4	3.8	0.3	0.7	0.2	22.0
Additions	-	1.2	-	0.1	0.1	0.2	1.6
Adjustment	-	0.5	-	-	-	-	0.5
Transfers	-	2.1	-	-	-	(0.2)	1.9
Disposals	-	(1.1)	(0.6)	-	-	-	(1.7)
At 31 December 2025	0.6	19.1	3.2	0.4	0.8	0.2	24.3
Depreciation
At 1 January 2025	0.1	5.4	0.9	0.1	0.2	-	6.7
Charge for the year	-	1.4	0.3	0.1	0.1	-	1.9
Impairment	0.1	0.6	0.9	-	-	-	1.6
Transfers	-	0.7	-	-	-	-	0.7
Disposals	-	(0.7)	(0.4)	-	-	-	(1.1)
At 31 December 2025	0.2	7.4	1.7	0.2	0.3	-	9.8
Net book amount
At 31 December 2025	0.4	11.7	1.5	0.2	0.5	0.2	14.5
At 31 December 2024	0.5	11.5	2.9	0.2	0.5	0.2	15.3

Transfers between ROU and Fixed Assets arise from the expiry of a financing agreement or the retrospective financing of assets initially bought for cash by the company.

An adjustment of £0.5m has been made to the Hire Fleet additions on acquisition in the year ended 31 December 2024 following the finalisation of the fair values of the acquisition which are further detailed in Note 14.

 

An impairment of £1.6m (FY24: £nil) to property, plant and equipment was charged following a periodic review of the carrying value of Hire Fleet and Motor Vehicle assets against market rates. 

 

16     Leases

 

The Group leases a number of assets, all assets are leased from the UK, which is the main jurisdiction the Group operates in. All lease payments, in-substance, are fixed over the lease term. All expected future cash out flows are reflected within the measurement of the lease liabilities at each year end.

 

Nature of leasing activities

	As at 31 December 2025	As at 31 December 2024
Number of active leases	148	140

 

The Group leases include leasehold properties for commercial and head office use, motor vehicles and equipment. The leases range in length from 2 to 15 years and vary in length depending on lease type. Leasehold properties and hire fleet holding the longest-term lengths of up to 15 years, motor leases up to 4 years and equipment of up to 5 years. All leases are held with the Group's subsidiaries.

 

Extension, termination, and break options

The Group sometimes negotiates extension, termination, or break clauses in its leases. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

 

On a case-by-case basis, the Group will consider whether the absence of a break clause would expose the Group to excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

 

-       The length of the lease term;

-       The economic stability of the environment in which the property is located; and

-       Whether the location represents a new area of operations for the Group.

 

Incremental borrowing rate

The Group has adopted a rate with a range of 3.1% - 8.7% as its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. This rate is used to reflect the risk premium over the borrowing cost of the Group measured by reference to the Group's facilities.

 

The Group performed a sensitivity analysis where incremental borrowing rates have been used and identified if the incremental borrowing rate was 5% for all assets, there would be a decrease in the carrying amount of the right-of-use asset at 31 December 2025 of £0.2m (2024: decrease £0.2m) and a decrease in the lease liability of

£0.3m (2024: decrease £0.2m). If the incremental borrowing rate decreased to 1% for all assets, there would be an increase in the carrying amount of the right-of-use asset at 31 December 2025 of £2.3m (2024: increase £2.1m) and there would be a consequent increase in the lease liability of £1.8m (2024: increase £1.9m). Sensitivity analysis is not performed on hire purchase leases as interest is inherent within these lease agreements.

 

Right-of-use assets

	Leasehold Property £'m	Motor Leasehold £'m	Hire Fleet and Motor Vehicles £'m	Equipment £'m	Assets under construction £'m	Total £'m
Cost
At 1 January 2024	10.1	0.2	28.0	0.1	0.9	39.3
Additions	0.7	0.5	2.3	-	3.0	6.5
Transfers	-	-	(2.9)	-	(1.0)	(3.9)
Disposals	(0.2)	(0.1)	(0.1)	-	-	(0.4)
At 31 December 2024	10.6	0.6	27.3	0.1	2.9	41.5
Depreciation
At 1 January 2024	2.0	0.1	5.7	-	-	7.8
Charge for the period	0.9	0.1	2.3	-	-	3.3
Transfers	-	-	(1.6)	-	-	(1.6)
Disposals	(0.2)	(0.1)	-	-	-	(0.3)
At 31 December 2024	2.7	0.1	6.4	-	-	9.2
Cost
At 1 January 2025	10.6	0.6	27.3	0.1	2.9	41.5
Additions	1.5	0.5	2.6	0.2	0.5	5.3
Transfers	-	-	0.9	-	(2.8)	(1.9)
Disposals	(0.4)	-	(0.7)	-	-	(1.1)
At 31 December 2025	11.7	1.1	30.1	0.3	0.6	43.8
Depreciation
At 1 January 2025	2.7	0.1	6.4	-	-	9.2
Charge for the period	1.0	0.5	2.8	0.1	-	4.4
Impairment	-	-	1.3	-	-	1.3
Transfers	-	-	(0.7)	-	-	(0.7)
Disposals	(0.2)	-	(0.1)	-	-	(0.3)
At 31 December 2025	3.5	0.6	9.7	0.1	-	13.9
Net book amount
At 31 December 2025	8.2	0.5	20.4	0.2	0.6	29.9
At 31 December 2024	7.9	0.5	20.9	0.1	2.9	32.3

 

An impairment of £1.3m (FY24: £nil) to right of use assets was charged following a periodic review of the carrying value of Hire Fleet and Motor Vehicle assets against market rates. 

 

Lease liabilities

	Leasehold Property £'m	Motor Leasehold £'m	Hire Fleet and Motor Vehicles £'m	Equipment £'m	Total   £'m
At 1 January 2024	8.7	-	16.3	0.1	25.1
Additions	0.7	0.5	4.9	-	6.1
Interest expense	0.5	-	0.9	-	1.4
Lease payments (including interest)	(1.0)	(0.1)	(6.0)	-	(7.1)
At 31 December 2024	8.9	0.4	16.1	0.1	25.5
At 1 January 2025	8.9	0.4	16.1	0.1	25.5
Additions	1.2	0.6	3.0	0.2	5.0
Interest expense	0.5	-	1.0	-	1.5
Lease payments (including interest)	(1.1)	(0.5)	(5.6)	(0.1)	(7.3)
At 31 December 2025	9.5	0.5	14.5	0.2	24.7

 

Reconciliation of minimum lease payments and present value

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Within 1 year	7.3	6.6
Later than 1 year and less than 5 years	15.4	17.0
After 5 years	6.5	6.8
Total including interest cash flows	29.2	30.4
Less: interest cash flows	(4.5)	(4.9)
Total principal cash flows	24.7	25.5

 

Reconciliation of current and non-current lease liabilities

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Current	7.8	5.2
Non-current	16.9	20.3
Total	24.7	25.5

 

Short term or low value lease expense

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Total short term or low value lease expense	0.4	0.1
	0.4	0.1

 

 

17   Trade and other receivables

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Amounts falling due within one year:
Trade receivables	2.1	1.9
Director's loan accounts	0.3	0.3
Other receivables and prepayments	1.1	0.9
	3.5	3.1

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Amounts falling due within one year:
Director's loan accounts	0.3	0.3
Other receivables and prepayments	-	0.1
Amounts due from subsidiaries	11.0	10.8
	11.3	11.2

 

Trade receivables are amounts due from customers for services performed in the ordinary course of business. They are generally due for settlement within 30 days and therefore are all classified as current. Trade receivables are non-interest bearing. The carrying amount of trade and other receivables approximates fair value.

 

Analysis of trade receivables based on age of invoices:

	< 30 £'m	31 - 60 £'m	61 -90  £'m	> 90 £'m	Total Gross £'m	ECL £'m	Total Net £'m
31 December 2024	1.3	0.4	0.1	0.1	1.9	-	1.9
31 December 2025	1.2	0.4	0.3	0.2	2.1	-	2.1

 

The Group applies the IFRS 9 general approach to measuring expected credit losses (ECL) which uses a lifetime expected loss allowance for all trade receivables. Historically there have been no material default levels giving rise to a specific provision. In determining the recoverability of accounts receivable, the Group considers any changes in the credit quality of the accounts receivable from the date credit was initially granted up to the reporting date. The accounts receivables that are neither past due nor impaired relate to customers that the Group has assessed to be creditworthy based on the credit evaluation process performed by management, which considers both customers' overall credit profile and its payment history with the Group. Having considered the impact of

IFRS 9, the Directors concluded that the ECL balance has been determined as £nil (2024: £nil) based on historical data available to management in addition to forward looking information utilising management knowledge. The aging of trade receivables over 30 days as at 31 December 2025 related to 41% (2024: 33%) of the total trade debtor balance.

 

The Company makes assumptions when implementing the forward-looking ECL model. This model is used to assess intercompany loans for impairment. As at the 31 December 2025 the Company is due £11.0m (2024: £10.8m) from subsidiaries.

 

Estimates are made regarding the credit risk and the underlying probability of default in credit loss scenarios. The Directors make judgements on the expected likelihood and outcome of scenarios, and these expected values are applied to the loan balances. Receivables due from Group undertakings are net of cumulative ECLs of £nil (2024: £nil).

 

18   Cash and cash equivalents

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Cash at bank available on demand	2.2	2.3

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Cash at bank available on demand	-	-

 

As at 31 December 2025, the Company had cash at bank available on demand of £2k (2024: £2k).

 

The Group had an overdraft facility effective from 15 April 2025 with an interest rate of 220bps plus BOE Base Rate. As at the 31 December 2025 the Group had no outstanding overdraft. On 7 April 2026 this was replaced with a £5m revolving credit facility with HSBC UK Bank plc.

 

19     Trade and other payables 

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Amounts falling due within one year:
Trade payables	2.1	1.3
Taxation and social security	2.2	1.6
Accrued expenses	1.5	1.0
Deferred income	0.4	0.4
Other payables	0.1	-
	6.3	4.3

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Amounts falling due within one year:
Trade payables	0.1	-
Amounts due to subsidiaries	1.5	4.5
Accrued expenses	0.1	0.1
	1.7	4.6

 

The Directors consider that the carrying value of trade and other payables approximates to their fair value. Trade payables are non-interest bearing and are normally settled monthly.

 

20     Contingent Consideration

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Contingent Consideration	3.5	6.5

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Contingent Consideration	3.5	6.5

 

During the prior year, the Group acquired Autotrak. Contingent consideration relating to the acquisition is payable up to maximum value of £8.1m (2024: £8.1m) payable in cash, three years from the date of acquisition, based on set performance criteria. Performance criteria is set against adjusted EBITDA targets of Autotrak, each period. The contingent consideration is payable on a scaling basis based on the level of Adjusted EBITDA gained. The minimum payment of contingent consideration is £nil. The fair value of the contingent consideration has been

 

20     Contingent Consideration

 

discounted to present value and adjusted based on management expectation of probability of outcome of reaching Adjusted EBITDA targets. The payment of contingent consideration in relation to the acquisition of Autotrak was valued at £3.5m at 31 December 2025 (2024: £6.5m) with the movement in the year ended 31 December 2025 representing a £3.4m gain on revaluation offset by £0.4m interest expense.

 

Contingent consideration relating to the acquisition of Location 1 Group Ltd ("Location One") was payable up to a maximum value of £2.7m, as at 31 December 2024, payable in cash, over a one-year period based on set performance criteria. Performance criteria was set against Adjusted EBITDA targets of Location One, each period. The contingent consideration was payable on a scaling basis based on the level of Adjusted EBITDA gained. During the year the earnout period concluded with the performance targets not being met. £nil contingent consideration was paid (2024: £nil).

 

21     Investments

 

Subsidiary undertakings

The Company owns directly or indirectly the whole of the issued and fully paid ordinary share capital of its subsidiary undertakings.

 

The subsidiary undertakings of the Company are presented below:

Subsidiaries	Principal activity	Country of incorporation	Registered address	Ordinary shares held
CAD Services Limited	Supply of mobile facilities for television and film productions	UK	Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ	100% (2024: 100%)
Location 1 Group Limited	Intermediate holding company	UK	Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ	100% (2024: 100%)
Location One Limited	Supply of key location facilities for television and film productions	UK	Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ	100% (2024: 100%)
Autotrak Portable Roadways Limited	Supply of portable roadways to television, film and other production companies	UK	Ground Floor 31 Oldfield Road, Bocam Park, Pencoed, Wales, CF35 5LJ	100% (from 10 September 2024: 100%)

 

 

	Shares in group undertakings £m
Cost
At 01 January 2024	14.8
Acquisition of Autotrak	24.1 (3.2)
Impairment
At 31 December 2024	35.7
At 01 January 2025	35.7
Additions	0.2
Impairment	(0.7)
At 31 December 2025	35.2

CAD Services Limited, Location 1 Group Ltd, and Autotrak Portable Roadways Limited are direct investments of the Company. Location One Ltd is held indirectly. Autotrak Portable Roadways Limited was acquired by the Company on 10 September 2024.

 

In accordance with the Company's accounting policies, an annual impairment test is applied to the carrying value of investments. Impairment recognised for the year totalled £0.7m (2024: £3.2m). The impairment loss has been included in the Statement of Comprehensive Income. The impairment in the current and comparative period was due to the continued uncertainty around Location One's short-term revenue growth due to impacts of the WGA and SAG-AFTRA strikes impacting productions from July 2023 through to late Autumn 2023.

 

CAD Services Ltd and Autotrak Portable Roadways Ltd were included as part of the annual impairment test and the Directors have concluded there are currently no indicators of impairment.

 

Additions during the year ended 31 December 2025 are due to an additional £0.2m cash payment made upon finalisation of the purchase price of Autotrak. Further details are provided in Note 14.

 

22     Share capital

 

Ordinary Shares of 1p each	£'m
Allotted, called up and fully paid
At 01 January 2024	0.8
5.9 million issued Ordinary Shares of 1p in relation to the acquisition of Autotrak	0.1
21 million issued Ordinary Shares of 1p in respect of new Shares	0.2
At 31 December 2024	1.1
At 01 January 2025 (107,822,776 ordinary shares of 1p)	1.1
At 31 December 2025 (107,822,776 ordinary shares of 1p)	1.1

 

All classes of shares have full voting, dividends and capital distribution rights.

 

On 10 September 2024, the Company acquired 100% of the issued share capital in Autotrak. Consideration included 5,915,357 Ordinary Shares issued at a share price of £0.53 per share. In addition, on 10 September 2024,  the Group issued 1,000,000 Ordinary Shares by way of a retail offer at a share price of £0.50, and 20,000,000 Ordinary Shares via a placing offer at a share price of £0.50 per share.

 

Share options

 

The Group has two separate share option schemes in place, those being the Long-Term Incentive Plan ("LTIP"), and an Enterprise Management Incentive Share Scheme.

 

CAD Services Limited operated two equity-settled share-based remuneration schemes for employees, under Enterprise Management Incentive Share Schemes. These options were to lapse if the individual leaves within 10 years from the date of grant if all vesting conditions had not been met earlier. These options were superseded, and all options were rolled over into new options held by Facilities by ADF PLC as part of the acquisition transaction that took place on 3 December 2021. The exercisable options held were rolled over to equivalent options.

 

The Group has additionally put in place a LTIP, to ensure alignment between Shareholders, and those responsible for delivering the Group's strategy and attract and retain the best executive management talent. The LTIP will only reward the participants if shareholder value is created. This ensures alignment of the interests of management

directly with those of Shareholders. On 5 January 2022, the Company issued 500,000 and 390,000 new ordinary share options to M Proctor and N Evans, respectively. On 4 March 2024 the Group awarded 429,796 and 571,429 new ordinary share options to N Evans and M Proctor, respectively under the LTIP, along with a further 566,329 for share options to other senior management employees. On 16 December 2025 the Group awarded 441,177 new ordinary shares to J Long along with a further 367,648 for share options to other senior management employees under the LTIP. The options have an exercise price of 1p and will vest after 3 years.

 

On 30 July 2025 M Proctor, stepped down as a Director of the Company and left the Group with immediate effect, as did N Evans on 31 October 2025. M Proctor forfeited all rights to options held on exit. N Evans was classified as a good leaver in respect of all options held as at the date of exit from the Company.

 

The terms and conditions of the grants outstanding as at the 31 December 2025 are detailed below:

 

Date of grant	No. of options	Exercise price £	Vesting conditions	Contractual life of options
3 December 2021	500,000	0.01	Immediately	10 years (Rollover)
3 December 2021	2,000,000	0.06	Immediately	10 years (Rollover)
4 March 2024	996,125	0.01	LTIP	10 years
16 December 2025	808,825	0.01	LTIP	10 years
	4,304,950	0.01

Details of the number of share options granted, exercised, lapsed and outstanding at the end of each period as well as the weighted average exercise prices in £ ("WAEP") are as follows:

 

	As at 31 December 2025	WAEP	As at 31 December 2024	WAEP
Outstanding at beginning of year	5,267,554	0.14	4,590,000	0.16
Granted during the year	808,825	0.01	1,567,554	0.01
Exercised during the year	-	-	-	-
Forfeited during the year	(571,429)	(0.01)
Lapsed during year	(1,200,000)	(0.50)	(890,000)	(0.01)
Outstanding at year end	4,304,950	0.03	5,267,554	0.14

 

LTIP

Grant date

The grant date of the Options is the date of issue.

 

Exercise

Unless otherwise determined and subject to the redemption conditions having been met, the Company and the holders of the Options have the right to exchange each Option for Ordinary Shares in the Company, which will be dilutive to the interests of the holders of Ordinary Shares. It is currently expected that options will be exchanged for Ordinary Shares.

 

Vesting Conditions and Vesting Period

The Options will vest and become exercisable following the end of the Performance Period, being the 1 January 2022 to 31 December 2024 for options granted in January 2022, 1 January 2024 to 31 December 2026 for options granted in March 2024 and 1 January 2025 to 31 December 2027 for options granted in December 2025.

 

The Options are subject to certain vesting Performance Conditions as follows:

 

i.              50% of the Options will be subject to EBITDA target over the Performance Period; and

ii.             50% of the Options will be subject to an absolute total shareholder return performance condition over the Performance Period.

 

The options granted in December 2025 are not subject to the Performance Conditions.

 

If the Performance Conditions (or any element of them) are not satisfied in full at the end of the Performance Period any part of the Option that has not Vested as a consequence of the Performance Conditions (or any element of it) not being satisfied in full shall lapse immediately on the Board's determination that the Performance Conditions (or the applicable element of it) have not been satisfied in full.

 

Holding of Options

The following shares were in issue on 31 December 2025:

 

Issue date	Name	Share designation at balance sheet date	Nominal Price	Issue price per share £'s	Number of Ordinary shares
4 March 2024	N Evans	Ordinary Shares	£0.01	0.49	429,796
4 March 2024	Senior Management	Ordinary Shares	£0.01	0.49	566,329
16 December 2025	J Long	Ordinary Shares	£0.01	0.17	441,177
16 December 2025	Senior Management	Ordinary Shares	£0.01	0.17	367,648

 

Valuation of Options

Valuations were performed using a Monte Carlo model to ascertain the fair value at grant date. Details of the valuation methodology and estimates and judgements used in determining the fair value are noted herewith and were in accordance with IFRS 2 at grant date.

 

There are significant estimates and assumptions used in the valuation of the Options. Management has considered at the grant date, the potential range of value for the Options, based on the circumstances on the grant date. The fair value of the Options granted under the scheme which were calculated using a Monte Carlo model used the following material inputs:

 

Issue date	Name	Share designation at balance sheet date	Volatility	Risk-free rate	Expected term (years)
4 March 2024	N Evans	Ordinary Shares	47%	4.12%	3
4 March 2024	Senior Management	Ordinary Shares	47%	4.12%	3

 

The Options are subject to the Performance Conditions being achieved, which are market and non-market performance conditions, and as such have been taken into consideration in determining their fair value. The model incorporates a range of probabilities for the likelihood of EBITDA and total shareholder return.

 

Expense related to Options

A credit of £nil (2024: expense of £0.1m) has been recognised in the Statement of Comprehensive Income in respect of the LTIP Options issued. This includes an expense of £0.1m for Options issued in March 2024, and a £0.1m write back of those Options issued in March 2024 of which management estimate will not meet their conditions. There is a condition associated with all Options issued which requires the fair value charge associated with the Options to be allocated over the minimum vesting period. This vesting period is estimated to be 3 years from the date of grant.

 

23     Reserves

 

Called up share capital

Called up share capital represents the nominal value of shares that have been issued.

 

Share Premium

The premium on issue of equity shares, net of any issue costs.

 

Share based payment reserve

The cumulative amount recognised in relation to the equity-settled share-based payment schemes in place.

 

Merger reserve

The difference between the nominal value of shares issued in the share exchange and the book value of the shares obtained, in line with merger accounting principles.

 

Retained earnings

Retained earnings relate to cumulative net gains and losses less distributions made.

 

Merger relief reserve

Merger relief reserve represents the difference between the nominal value of the shares issued as part of the share exchange and the net assets acquired.

 

24     Retirement benefit scheme

 

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Defined contribution schemes:
Charge to income statement	0.3	0.3

 

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the Group in independently administered funds.

 

Outstanding pension contributions at the year ended 31 December 2025, included within other payables of the Group amounted to £0.1m (2024: £0.1m).

 

25     Capital and financial commitments

 

The Group commits to lease agreements in respect of hire facilities over 6 months in advance, this is due to the nature of the facilities leased. The Group has committed to new fleet capital expenditure orders of approximately £0.6m for 2026 (2025: £0.8m).

 

The Company has provided a guarantee for all outstanding debts and liabilities to which all the subsidiary companies of the Group are subject at the end of the financial year ended 31 December 2025, in accordance with Section 479C of the Companies Act 2006. Further details of this guarantee are provided in Note 1.1.

 

The Group held no other additional capital, financial and or other commitments at 31 December 2025.

 

26     Financial instruments

 

Financial assets

 

Financial assets are not measured at fair value and due to their short-term nature, the carrying value approximates their fair value. They comprise trade receivables, other receivables, and cash. It does not include prepayments.

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Trade receivables	2.1	1.9
Directors loan account	0.3	0.3
Cash at bank	2.2	2.3
	4.6	4.5

 

Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Directors loan account	0.3	0.3
Amounts due from subsidiaries	11.0	10.8
	11.3	11.1

 

Financial liabilities

 

Financial liabilities measured at amortised cost comprise trade payables, lease liabilities and accruals. It does not include other taxation and social security and deferred income.

 

Group	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Trade payables	2.1	1.3
Accrued expenses	1.5	1.0
	3.6	2.3
Company	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Trade payables	0.1	-
Amounts due to subsidiaries	1.5	4.5
Accrued expenses	0.1	0.1
	1.7	4.6

 

Financial risk management

 

The Group is exposed through its operation to the following financial risks: credit risk, interest rate risk, foreign exchange risk and liquidity risk. Risk management is carried out by the Directors of the Group. The Group uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risks to which it is exposed.

 

The Group finances its operations through a mixture of debt finance, cash and liquid resources and various items such as trade debtors and trade payables which arise directly from the Group's operations.

 

Credit risk

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations. In order to minimise the risk, the Group endeavours only to deal with companies which are demonstrably creditworthy and this, together with the aggregate financial exposure, is continuously monitored. The maximum exposure to credit risk is the carrying value of its financial receivables, trade and other receivables and cash and cash equivalents as disclosed in the notes to the financial information.

 

The receivables' age analysis is evaluated on a regular basis for potential doubtful debts, considering historic, current and forward-looking information. No material impairments to trade receivables, have been made to date. Further disclosures regarding trade and other receivables are provided within the notes to financial information.

 

Credit risk also arises on cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "AA-" are accepted. Currently all financial institutions whereby the Group holds significant levels of cash are rated from AA- to A+.

 

Interest rate risk

 

As at 31 December 2025, the Group had no current borrowings and used no finance facilities or debt structures to coordinate business. Therefore, interest rate risk exposure for the Group is minimal. The Group's policy aims to manage the interest cost of the Group within the constraints of its financial borrowings.

 

The Group has entered into significant leases for various assets, namely hire facilities, under fixed interest rate terms. This means that the interest rate charged on these leases is fixed for the entire term of the lease, regardless of changes in market interest rates.

 

If market interest rates rise, the Group's fixed-rate leases will become less attractive to potential lessors, as they would be able to obtain better rates elsewhere. On renewal of these leases this could result in the Group having to renew or renegotiate these leases at higher rates, which would increase its operating costs and potentially reduce its profitability.

 

The Group look to mitigate this risk by committing to lease agreements in respect of hire facilities over 6 months in advance, ensuring management can manage and plan for interest rate change.  

 

Foreign exchange risk

 

Foreign exchange risk arises when the Group enters into transactions in a currency other than their functional currency. The Group's policy is, where possible, to settle liabilities denominated in a currency other than its functional currency with cash already denominated in that currency.

 

The Group operates primarily in the UK and as such transactions are substantially denominated in Sterling (GBP). As such the Group is exposed to minimal transaction foreign exchange risk. The mix of currencies and terms of trade with its suppliers are such that the Directors believe that the Group's exposure is minimal and consequently they have not, to date, specifically sought to materially hedge that exposure. Most of the Group's funds are in GBP with only sufficient funds held in foreign currencies to meet local costs.

 

Liquidity risk

 

The Group seeks to maintain sufficient cash balances. Management reviews cash flow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.

 

A maturity analysis of the Group's trade and other payables is shown below:

 

	As at 31 December 2025 £'m	As at 31 December 2024 £'m
Less than 1 year:
Lease liabilities	7.3	6.6
Trade and other payables	2.1	1.3
Accrued expenses	1.5	1.0
	10.9	8.9
Between 1-5 years:
Lease liabilities	15.4	17.0
	15.4	17.0
More than 5 years:
Lease liabilities	6.5	6.8
	6.5	6.8
Total including interest cash flows	32.8	32.7
Less interest cash flow:
Lease liabilities	(4.5)	(4.9)
Total principal cash flows	28.3	27.8

 

Capital Disclosures

 

The capital structure of the business consists of debt and equity. Equity comprises share capital, share premium, share based payment reserve, and accumulated reserves and is equal to the amount shown as 'Equity' in the balance sheet. Debt comprises various items which are set out in further detail above and in the notes to the accounts.

 

The Group's current objectives when maintaining capital are to:

 

-       Safeguard the Group's ability as a going concern so that it can continue to pursue its growth plans;

-       Provide a reasonable expectation of future returns to shareholders; and

-       Maintain adequate financial flexibility to preserve its ability to meet financial obligations, both current and long term.

 

The Group sets the amount of capital it requires in proportion to risk. The Group manages its capital structure and adjusts it in the light of changes in economic conditions and the risk characteristics of underlying assets. In order to maintain or adjust the capital structure, the Group may issue new shares or sell assets to reduce debt. During the period covered the Group's business strategy remained unchanged.

 

27     Related party transactions

 

The CAD Services Pension Scheme owns properties leased by CAD Services Limited. In total CAD Services Limited paid the CAD Services Pension Scheme £25k for the year ended 31 December 2025 (2024: £46k) in lease payments.

 

During the year ended 31 December 2025, rent of £25k (2024: £25k) was also paid for properties occupied by the Group that are owned by shareholders.

 

On 3 December 2021 J Richards was granted 2,000,000 Ordinary Shares. An amount payable was due to the Company in respect of this transaction of £20k (2024: £20k), residing in other receivables as at the 31 December 2025. Additionally, a further amount was payable by J Richards in respect of the PAYE balance due on the Ordinary Shares granted, paid by the Company, amounts due at 31 December 2025 were £0.3m (2024: £0.3m). The amounts due from J Richards are interest free and were repayable on the earliest of 5 years or the sale of their shares owned in Facilities by ADF Plc or on cessation of directorship in the Company. On 12 February 2025, following consultation with the Company's largest shareholders, the Company entered into a Loan amendment with J Richards such that the Loan is now repayable on the earlier of the sale of any of the ordinary shares in the Company held by J Richards or 5 January 2027. J Richards stepped down from his position as Non-Executive Chairman of the Company on 12 February 2025.

 

Following the acquisition of Autotrak Portable Roadways in 2024, rent of £0.1m (2024: £nil) was paid to Michael and Maria Fox, the former owners still employed by the business, for the occupation of the Kidlington site.

 

On 13 November 2024, non-executive director J Goodson purchased 15,349 shares in the Group.

 

28     Changes in liabilities from financing activities

 

	At 1 January 2025 £'m	Financing cash flows £'m	Interest £'m	New borrowings non - cash £'m	At 31 December 2025   £'m
Lease liabilities	25.5	(7.3)	1.5	5.0	24.7
Total liabilities from financing activities	25.5	(7.3)	1.5	5.0	24.7
	At 1 January 2024 £'m	Financing cash flows £'m	Interest £'m	New borrowings non - cash £'m	At 31 December 2024   £'m
Lease liabilities	25.1	(7.1)	1.4	6.1	25.5
Total liabilities from financing activities	25.1	(7.1)	1.4	6.1	25.5

 

29     Ultimate controlling party

 

The Directors do not consider there to be one ultimate controlling party.

 

30     Post balance sheet events

 

In April 2026, the Group put in place a £5.0m, 3-year, revolving credit facility with HSBC, replacing the Group's £1m overdraft facility.  Under the terms of this facility the Group will be required to meet quarterly covenant tests in respect of leverage and an annual covenant test in respect of interest cover.