18 December 2025

Time Out Group plc

("Time Out," the "Company" or the "Group")

Preliminary results for the twelve months ended 30 June 2025

and announcement of placing for £8 million

Adjusted strategy positions the Group for a return to profitable growth

Time Out Group plc (AIM: TMO), the global media and hospitality business, today announces its audited preliminary results for the twelve months ended 30 June 2025.

Outlook and Placing

·     Time Out remains a global brand that is both trusted and popular, demonstrated by continued audience growth and engagement.

·     Whilst FY25 financial performance was below our targets, we have acted swiftly and decisively to adapt and improve the business and profitability, both in the short and medium to long-term.

·     Markets business expansion is expected to continue with four new Market openings in FY26 and beyond, rising to an expected minimum of six openings by FY28 as we are in advanced negotiations for further sites

·     Completed a Media strategy review in response to changes in the media industry. Actions implemented are expected to return the business unit to EBITDA profitability in H1 FY26, with revenues growing in the largest US and UK business units.

·     Today, the Company also announces an £8m placing and an additional retail offer for:

o  £3.6 million growth capital for Markets and Media technology

o  £4.4 million working capital, including for one-off restructuring costs which are expected to generate a further £3.5 million per annum savings

o  The Company has received binding commitments from its largest shareholders, Oakley Capital Investments Limited ("OCI"), Oakley Capital Limited ("OCL" and, together with OCI, the "Oakley Shareholders") and Lombard Odier Asset Management (Europe) Limited ("Lombard Odier"), to take up their pro rata share of the new ordinary shares to be issued pursuant to the placing and any further new ordinary shares not taken up by other investors

o  See separate announcement for further information

o  The placing strengthens the Company's funding position, providing sufficient working capital for the year ahead; see below for further details

Group financial summary

·     Revenue of £73.2 million (FY24: £103.1 million, comparative using current accounting policy: £78.7 million¹)

o   Market revenue¹ growth of +9% to £46.7 million, including the benefit of new openings in Porto and Barcelona

o   Media revenue declined (26)% to £26.6 million, following audience shift to social media, growth of AI search and US media industry slowdown

·     Adjusted EBITDA² of £7.1 million (FY24: £12.4 million):

o  Markets £10.7 million (FY24 £12.0 million)

o  Media (£1.1 million) EBITDA loss (FY24 £5.3 million EBITDA profit)

·     Operating loss of £49.7 million (FY24³: £0.4 million loss), including £35.1 million of non-cash impairment of certain Market assets and Media goodwill, and £9.2 million of exceptional items² relating to restructuring and non-recurring items

·     Cash of £2.6 million at 30 June 2025 (FY24: £5.9 million) and borrowings of £46.9 million (FY24: £38.9 million), resulted in adjusted net debt² of £44.3 million (FY24 £33.0 million). Statutory reported net debt was £86.3 million (FY24³: £73.4 million) including £42.0 million of IFRS 16 lease liabilities (FY24³: £40.4 million)

·     Further opex reductions made post year-end will generate proforma savings in excess of £3 million per annum

Operational highlights

·    Barcelona, Bahrain and Osaka Markets opened during FY25 with Budapest and Manhattan opening in FY26 H1

·    Portfolio of 13 open Markets; seven owned and operated and six management agreements now open

·    Four Management Agreement Markets opening next: Vancouver and Abu Dhabi during FY26 H2; Prague and Riyadh committed openings under development, with a strong pipeline of further opportunities

·    Global monthly brand audience reach⁴ 225 million, up +50% year-on-year (FY24: 150 million)

·    Media continues to attract leading brands for Creative Solutions spanning both digital and physical channels.

·    Review of Media strategy completed, increasing focus on social media and operational efficiency. As a result, management expects the Media business unit to deliver a return to EBITDA profitability for H1 FY26.

Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, said:

"Following three consecutive years of improving EBITDA, in FY25 the media industry experienced a number of challenges which resulted in a lower EBITDA. We have taken decisive action and as a result have seen a material improvement in performance since the financial year end. The changes will result in a stronger and more focused business, positioning Time Out for a return to profitable growth. The Time Out brand continues to have multiple growth avenues and significant global potential, offering a unique proposition, both for our audience and for our commercial partners."

"Whilst our financial performance was below our internal targets, Time Out continues to be trusted and relevant as we inspire and enable growing numbers of people every month to experience the best of the city.  We are confident that actions taken are swift and appropriate and we remain focused on executing our growth strategy."

"On behalf of the Board, I would like to thank all of the Time Out team for their commitment, which has delivered rapid adaptations and improvements in the business model which is bearing fruit in FY26."

1.      For the year ended FY25, the revenue accounting policy was changed prospectively, see note 3 of the financial statements for further detail. For ease of comparison the prior year comparative, FY24, has also been presented as if the change had been applied retrospectively. This change reduces FY24 revenue and cost of sales in respect of US Markets by £24.4m.

2.      This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to statutory information

3.      Restatement of the prior year comparatives affecting operating profit and lease liabilities. See note 4 of the financial statements for further information.

4.      Global brand audience reach is the estimated monthly average in the year including all owned and operated cities and franchises. It includes unique website visitors (owned and operated), unique social users (as reported by Facebook and Instagram with social followers on other platforms used as a proxy for unique users), social followers (for other social media platforms), opted-in members and Market visitors.

Notes to editors

About Time Out Group

Time Out Group is a global brand that inspires and enables people to experience the best of the city. Time Out launched in London in 1968 to help people discover the best of the city - today it is the only global brand dedicated to city life. Expert journalists curate and create content about the best things to Do, See and Eat across over 350 cities in over 50 countries and across a unique multi-platform model spanning both digital and physical channels. Time Out Market is the world's first editorially curated food and cultural market, bringing a city's best chefs, restaurateurs and unique cultural experiences together under one roof. The portfolio includes open Markets in 13 cities such as Lisbon, New York and Dubai, several new locations with expected opening dates in 2026 and beyond, in addition to a pipeline of further locations in advanced discussions. Time Out Group PLC, listed on AIM, is headquartered in London (UK).

IMPORTANT NOTICES

The information contained within this announcement relating to the proposed placing and retail offer is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of the Company is Matt Pritchard, CFO.

This announcement is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction. This announcement is restricted and is not for release, publication, distribution or forwarding, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such publication, release or distribution would be unlawful. This announcement is for information purposes only and is not an offer of securities in any jurisdiction.

This communication is not an offer for securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold directly or indirectly in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or any other jurisdiction of the United States.

This document contains "forward-looking statements", which include all statements other than statements of historical facts, including, without limitation, any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking, including, among others, the achievement of anticipated levels of profitability, growth, the impact of competitive pricing, volatility in stock markets or in the price of the Group's shares, financial risk management and the impact of general business and global economic conditions. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements speak only as at the date as of which they are made, and each of Time Out Group plc and the Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in Time Out Group plc's or the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. Neither the Group, nor any of its agents, employees or advisors intends or has any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this document. 

Chief Executive's Review

Group overview

Financial summary

Revenue growth in Markets was offset by a decline in Media, resulting in overall Group revenues falling by £5.5m.

Margins remained strong, increasing by +1% to 83%. However, divisional adjusted operating expenses increased by 7%, driven primarily by two new owned and operated Markets in Porto and Barcelona being open for the full year.

Markets achieved £10.7m adjusted EBITDA (FY24: £12.0m) whilst Media adjusted EBITDA declined from £5.3m to an adjusted EBITDA loss of £(1.1)m. Despite lower central costs, this resulted in Group adjusted EBITDA declining from £12.4m to £7.1m.

The Operating loss of £49.7m (FY24³: £0.4m loss) includes £35.1m of non-cash impairment charges and £9.2m of exceptional items².

Time Out Market trading overview

Markets revenue increased by +9% due to the opening of owned and operated Markets in Porto and Barcelona in May 2024 and July 2024 respectively.

In addition, Bahrain and Osaka (management agreements) were opened in December 2024 and March 2025 respectively. Management agreement fees decreased by 19% driven by the transition from pre-development fee income to the receipt of trading royalty income which is expected to increase when new Markets reach trading maturity. 

Adjusted EBITDA of £10.7m (FY24 £12.0m) was a result of mixed performance by Market:

Owned and operated markets

Brooklyn, Lisbon and Porto all performed well, continuing to benefit from a vibrant mix of tourist and local visitor traffic, in contrast, Boston and Chicago experienced challenges with local footfall. Both Markets originally opened before the Covid-19 pandemic in areas that were predominantly office-oriented and continue to have inconsistent footfall due to ongoing hybrid working. Remedial actions are outlined below. The new Market in Barcelona had a softer first year than anticipated, with tourist visitor numbers for the Americas Cup, which took place in Barcelona in Autumn 2024, falling 2m short of the official pre-event projections.

Actions undertaken that are projected to improve profitability in FY26 include:

·   A material increase in number of weekly cultural events in every Market, testing collaborations with third-party event promoters.

·   New technology to offer easier online bookings for parties, large groups and corporate events.

·   Progressive standardisation of IT systems to roll out a loyalty rewards programme, currently under trial in our new Manhattan Market.

·   Selected rent regears for those Markets where external footfall has declined locally due to external factors.

·     Increasing Media revenues from Markets, for example Disney sponsorship of the Time Out Market opening in Manhattan. We delivered both digital campaign content as well as in-Market activations and events. We anticipate deals of this nature can be materially additive to future EBITDA.

New smaller format Market

Time Out Market Union Square, Manhattan opened after the year end in September 2025. At approximately 10,000 square feet, this Market is approximately 60% smaller than an average Time Out Market, offering multiple potential advantages.

·     A smaller footprint requires fewer capex-intensive kitchens (7 in Manhattan versus previous average of 17, materially reducing the cost to fit out).

·     Faster completion times; the Market was open and trading within eight months of signing the lease agreement.

·     Potential for higher return on capital as a result of higher sales densities and lower capex.

·     Greater format diversity increases the number of potential new sites.

·     The potential to open multiple sites in the same city, resulting in greater brand awareness and operational scale economies.

Management Agreements

The increasing number of management agreement sites in operation resulted in increased EBITDA generated from operating royalty payments in the period. However, this was offset by the cessation of pre-development fees associated with the costs of development resulting in overall management agreement income declining by (19)% compared to the prior year.

Pipeline

We have a strong pipeline of management agreements in negotiation and expect to sign more in the year ahead as we continue to optimise our systematic approach to sourcing high-quality leads. The expected opening schedule of those management agreements already signed and under development based on calendar year is as follows: 

·    2026: Vancouver

·    2026: Abu Dhabi

·    2027: Riyadh

·    2028: Prague

In the period, we signed a Media franchise agreement for India, our 11th such agreement, however for the first time it combines both Media and potential Market opportunities for ongoing franchise fees and site pre-development fees. This is a test for a potential capex-light approach to leverage the brand, which, if successful, has the potential to be deployed in other major emerging economies.

As we grow our portfolio of open Markets, we continue to refine selection criteria based on proven critical success factors, with the objective of improving return on investment and reducing time to completion. 

Time Out Media trading overview

The UK Media business and international franchise businesses achieved EBITDA growth, whilst the EU and APAC experienced modest declines in revenue, however, the performance was weakest in the USA, historically the Group's largest Media region by sales and EBITDA. Media revenue performance was adversely impacted by two key factors, which were either temporary or can be mitigated by changes to strategy:

1)    An ongoing continuing structural shift in consumer channel preference, from text-based websites toward video, particularly via social media, as well as AI search impacting web traffic. Whilst this change resulted in rapid growth in our monthly social media audience reach (up 70% to 202m), monthly web visits fell (32.5m to 22.7m). Historically our monetisation of social media has lagged that of the website, however this is addressable and we have already started to increase both our volume of video production and to unlock new monetisation routes.

2)    In recent years, US Media has benefitted each year from a small number of large account 'wins', however, these weren't contracted in the year as the US experienced a marked slowdown in RFP submissions in the run-up to the US presidential election in November 2024, resulting in lower revenues in Q2 and Q3. As a result, we have reviewed our sales process and identified the critical factors to increase RFP conversion rate, which is already bearing fruit in FY26 with the US expected to return to revenue growth for H1.

Time Out Media trading overview and outcome of review of strategy

In May 2025, the Company announced a strategy review was under way for Media to improve the monetisation of its growing audience and maximise Group returns. Media is expected to return to EBITDA profitability in H1 FY26 and the directors are confident that the division will deliver sustainable profitability by:

1)   Accelerating the shift in editorial focus: increasing video output on social media/YouTube, whilst also increasing the output of higher-engagement best of the city content (which has a valuable audience, both per individual and in total overall).

2)   Moving from a centralised to a devolved and more entrepreneurial structure, with each country Managing Director fully accountable for audience engagement and EBITDA. This change has realised over £3m per annum of proforma administrative expenses savings from central functions, with savings realised from January 2026.

3)   Improving the profitability of smaller territories by rolling out commercial best practices from the successful UK business.

4)   Accelerating technology change supporting deeper customer engagement and greater efficiency:

•  Increase customer engagement by implementing a new CRM platform, unifying customer data across more brand touchpoints in order to improve audience engagement and enhance customer lifetime value.

•  The programmatic ad-tech 'stack' has been outsourced to a specialist third party in order to improve efficiency and performance by applying industry best-practice. The agreement incentivises the partner to grow revenues.

As at the date of publication, these actions are all in-progress, and whilst not fully implemented, we are seeing encouraging early signs of positive impacts to revenue and profitability.

Group Financial Review

1.    For the year ended FY25, the revenue accounting policy was changed prospectively, see note 3 of the financial statements for further detail. For ease of comparison the prior year comparative, FY24, has also been presented as if the change had been applied retrospectively. This change reduces FY24 revenue and cost of sales in respect of US Markets by £24.4m.

2.    Restatement of the prior year comparatives affecting right-of-use depreciation in administrative expenses and lease liability interest in net finance expense. See note 4 of the financial statements for further information.

3.    This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to statutory information.

Revenue and gross profit

Group revenue fell by (7)% to £73.2m, additional revenues from new owned and operated Markets in Porto and Barcelona were offset by significant declines in Media revenue.

Market revenue increased by 9% to £46.7m (FY24^* £42.8m) as Porto and Barcelona Markets were open for trade for their first full year.

Media revenues declined by (26)% to £26.6m (FY24: 35.9m) as indirect programmatic revenues fell. Coupled with a decline in the volume of direct RFP's received in the period.

* For the year ended FY25, the revenue accounting policy was changed prospectively, see note 3 of the financial statements for further detail. For ease of comparison the prior year comparative, FY24, has also been presented as if the change had been applied retrospectively. This change reduces FY24 revenue and cost of sales in respect of US Markets by £24.4m.

Administrative expenses, impairment and operating loss

An increase of +15% in administrative expenses of £75.1m (2024*: £65.1m) as well as an impairment charge of £35.1m resulting in an increase in operating loss to £49.7m (2024*: £0.4m loss). 

Adjusted operating expenditure for Media decreased slightly by (4)% to £22.1m (FY24: £23.0m); Market opex increased by +17% to £28.7m (FY24: £24.4m) due to the additional overheads associated with the two new owned and operated Markets in Porto and Barcelona.

Depreciation and amortisation charges of £11.3m (FY24*: £9.9m) have increased due to the recognition of lease and leasehold improvement assets for Porto, Barcelona and Manhattan Markets.

Impairment charges of £35.1m have been recognised in relation to the current performance of the Chicago, Barcelona and Boston Markets, and Media business units in the USA, Spain and France. The impairments are comprised as follows:

·    £15.9m in relation to the right-of-use property lease assets

·    £10.7m of property, plant and equipment

·    £8.5m recognised in relation to Media goodwill.

Exceptional items** of £9.2m (FY24: £1.2m) were incurred in relation to restructuring exercises and other non-cash items. Exceptional items** are a non-GAAP alternative performance measures that management use to aid understanding of the underlying business performance

* Restatement of the prior year comparatives affecting operating profit and lease liability interest included within finance costs. See note 4 of the financial statements for further information.

** This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to statutory information.

Adjusted EBITDA

Adjusted EBITDA of £7.1m (FY24 £12.4m) is stated before interest, taxation, depreciation and amortisation, share-based payment charges, exceptional items, and loss on disposal of fixed assets.

Net finance costs

Net finance costs of £9.1m (FY24*: £9.0m) primarily relates to interest on borrowings of £5.2m (FY24: £5.0m), interest on lease liabilities of £3.9m (FY24*: £3.1m) and amortisation of deferred financing costs of £1.2m (FY24: £1.0m) partially offset by £1.0m gain on the revaluation of warrant fair value.

* Restatement of the prior year comparatives affecting right-of-use asset depreciation in administrative expenses and lease liability interest included within finance costs. See note 4 of the financial statements for further information.

Foreign exchange

The revenue and costs of Group entities reporting in US dollars and euros have been consolidated in these financial statements at an average exchange rate of $1.29 (FY24: $1.26) and €1.19 (FY24: €1.16) respectively.

Cash and debt

(1)       Adjusted net debt excludes lease-related liabilities under IFRS 16. This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.

(2)      Restatement of the prior year comparatives affecting lease liability. See note 4 of the financial statements for further information.

Cash and cash equivalents decreased by £3.3m to £2.6m (FY24: £5.9m) driven by cash used in operations of £(2.1)m (FY24: £12.6m generated from operations), cash used in investing activities of £(4.7)m (FY24: £10.6m) offset by £7.4m net cash from financing activities (FY24: £1.8m).

The Group's borrowings principally comprise of a loan and PIK interest of €34.4m  from Crestline Europe LLP ("Crestline facility"). The facility has a term of four years, expiring on 24 November 2026.

During the year, it was agreed the interest would revert to PIK for the quarters ended 30 June 2025, 30 September 2025 and 31 December 2025 at a rate of 9.5% plus three-month EURIBOR after which time interest will be paid in cash at a rate of 8.5% plus three-month EURIBOR.

There is an exit premium payable upon full repayment of the facility, calculated by reference to the principal amount drawn, this is included within the carrying value of the loan.

The facility is subject to quarterly financial covenants based on minimum liquidity levels (quarterly testing which commenced on 31 December 2022) and target leverage ratio (quarterly testing commenced on 30 June 2023) these are reported to Crestline on a quarterly basis.

During the year, the Group Out entered a convertible loan note instrument ("CLN") to raise £5.0 million of additional growth capital with its existing shareholder OCL and Chris Ohlund, CEO of the Company. As at the year end the facility was fully drawn. The CLN has a maturity date of 31 December 2026 with a conversion price of 50 pence per ordinary share, a 16 per cent. premium to the closing share price as at 20 February 2025 (being the latest practicable date prior to announcement of the CLN). This constituted a related-party transaction for the purposes of AIM Rule 13.

Going concern

When considering whether the Group and Company are each a going concern, the Directors have had regard to IAS 1 para 25 which states that an entity shall prepare financial statements on a going concern basis unless the Directors either intend to liquidate the entity or to cease trading or have no realistic alternative but to do so.

The financial statements have therefore been prepared under the going concern basis of accounting as the Directors have a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being the period to March 2027 ("forecast period"). 

In making this assessment the Directors have considered two scenarios over the forecast period to March 2027: a base case scenario and a severe but plausible downside case. The base case assumes a slow but steady period of growth across both Markets and Media. Market revenues are assumed to see steady growth over the forecast period. Media revenue continues to grow as the Group focuses on high-margin digital-first offerings. This scenario includes an appropriate element of cost inflation.

The preparation under the going concern basis of accounting is subject to a material uncertainty which may cast significant doubt on the Group's and Company's ability to continue as a going concern with regards to the requirement for the Group to refinance its senior debt facilities within the forecast period in both the base case and severe but plausible downside case and the forecasted potential covenant breaches in the severe but plausible downside case. Furthermore, as outlined below the subsequent receipt of equity injection in January 2026 is outside the control of the Group and Company.

In making this determination, the Directors have considered the financial position of the Group and Company, projections of the future performance and the financing facilities that are in place. The Directors' assessment of the Group and Company's ability to continue as a going concern involved significant judgment and considered the following events and conditions both individually and collectively.

The Group has a €34.4m loan facility with Crestline LLP, which is due for repayment on 24 November 2026. The forecast indicates that the Group will not have funds to repay the facility at that date and so will need to fully refinance to repay the facility on the due date. Although the directors have not yet commenced any detailed negotiations with any alternative debt providers or sought approval from the existing lender to extend the term of the facilities, they have considered the current performance and prospects for the Group.  Having consulted with third party debt advisors, the Directors have concluded that based on the base case, it is reasonable to assume a refinancing can be completed on acceptable terms and with associated covenants that the Company would be able to comply with.

Whilst the directors are confident that these assumptions are achievable, there is no certainty that they will occur.

2)   Business performance forecasts and severe but plausible downside scenario

Under the base case, subject to the successful equity placing noted below, and the successful refinancing of the debt facility which falls due within the period the Group has sufficient cash for operations and meets all its' existing banking covenants.

The severe but plausible downside case sensitises the base case to assume that the Market owned and operated and Media revenues underperform the base case by 10% with actionable cost mitigation over the forecast period. Consistent with the base case, the sensitised case also includes an appropriate element of cost inflation.

Under the severe but plausible downside the Group has sufficient cash for operations with a cash low point of £1.5m in March 2027.

However, under the severe but plausible downside case, the Group and Company would require a covenant amendment or waiver to meet certain of its existing banking covenants prior to those facilities expiring in the going concern period, with forecast potential breaches of the EBITDA Leverage ratio and Market EBITDA in September 2026. The sensitivities of these covenants have been presented below. Obtaining the convent amendments or waivers should they be required is outside the control of the Group and Company. As a result, this indicates a material uncertainty which may cast significant doubt on the Group and Company's ability to continue as a going concern.

3)    New Equity placing and changes to related-party loan notes

The Group has a forecast requirement for additional working capital during FY26, part of which will be used to undertake a restructure of operating costs resulting in a material reduction in ongoing costs of operation with the objective of improving operating cash generation. The Group intends to undertake a placing for £8m in new equity for both growth capital and working capital on 18 December 2025.

The Group has received binding commitments from the Oakley concert party and Lombard Odier to cover the £8m placing. In addition, the Group has received irrevocable undertakings to vote in favour of the relevant shareholder resolutions at a convened general meeting to approve the placing, which is expected to take place on or around 6 January 2025, from owners of over 75 per cent of the shares in issue.  Alongside the placing, £4.9m of previously drawn loan notes issued by Oakley Capital Limited, due for repayment 31 December 2026, will be converted to equity, as contractually permitted, thus reducing the Group's debt liabilities.

A separate £7.6m loan note with Oakley Capital Investments Limited, previously due for repayment on 30 June 2026, has been extended with a revised repayment date of 30 June 2027. The interest margin has been increased from 8%pts to 12%pts, to be accrued in kind.  £4.5m of convertible loan notes from Oakley Capital Limited issued in February 2025, which are convertible at the Group's sole discretion on 31 December 2026, will now receive a reduced interest margin, from 8%pts to 1.5%pts, accrued in kind. The net impact of the two changes in interest rate is a modest reduction in interest costs for the Group.

Conclusion

As outlined above, the Directors have determined that there is a reasonable expectation that the Group and Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being over their forecast period from the date of the approval of the financial statements to March 2027. However, the Directors have identified the following events that individually or collectively represent a material uncertainty that may cast significant doubt on the Group's and Company's ability to continue as a going concern:

-      The Group has a €34.4m loan facility with Crestline LLP, which is due for repayment on 24 November 2026. Both the base case and severe but plausible scenarios indicate that the Group will need to fully refinance to repay the facility on the due date. Whilst the Directors are confident that these assumptions are achievable, there is no certainty that they will occur.

-   In the event of a severe but plausible downside scenario, the Group would incur a covenant breach in both the EBITDA Leverage ratio and Market EBITDA tests within the forecast period, requiring the need to obtain a covenant amendment or waiver which is outside of its control.

-   With respect to the new equity placing, £2.8m in proceeds will be receivable immediately when the expected placing completes in December 2025, with the balance receivable in January 2026.  The subsequent receipt of the balance in January 2026 is outside the control of the Group and Company.

These financial statements do not include the adjustments that would result if the Group and Company were unable to continue as a going concern. The Group and Company continue to adopt the going concern basis in preparing its financial statements.

On 26 August 2025, the Group entered into a loan note instrument to raise £6.0 million of additional growth capital with its existing shareholder OCL. To date £4.9m of the instrument has been drawn. The loan facility has a maturity date of 31 December 2026, is unsecured, carries an interest rate margin of 8% accrued in kind and an arrangement fee of 1.25%. This was a related party transaction under AIM Rule 13. As noted above, the Company intends to convert this facility into equity alongside the proposed equity placing and retail offer.

 On 17 December 2025, the Group agreed to an amendment of an existing £5.2m unsecured loan note with OCI to extend the repayment date to 30 June 2027, with interest charged at a 90-day-average SONIA rate plus 12% per annum (an increase from 8% per annum) and no exit premium. This constitutes a related party transaction under AIM Rule 13.

Board

In H2 FY26, the Board will undertake an evaluation process, which will include consideration of appointing an additional independent non-executive director with the appropriate skills and experience to support compliance with the QCA Corporate Governance principles.

Chris Ohlund
Group Chief Executive

18 December 2025

Consolidated income statement

For the year ended 30 June 2025

* Restatement of the prior year comparatives affecting right-of-use depreciation included within administrative expenses and lease liability interest within finance costs. See note 4 of the financial statements for further information.

Consolidated statement of other comprehensive income

For the year ended 30 June 2025

* Restatement of the prior year comparatives affecting loss for the year. See note 4 of the financial statements for further information.

Consolidated statement of financial position

As at 30 June 2025

* Restatement of the prior year comparatives affecting right-of-use assets and lease liabilities. See note 4 of the financial statements for     further information.

Consolidated Statement of Changes in Equity

At 30 June 2025

* Restatement of the prior year comparatives affecting other comprehensive income and loss for the year. See note 4 of the financial statements for further information.