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Zinc Media Group plc announced its audited results for the year ended 31 December 2025, reporting a 28% increase in revenue to £41.5m and a 27% rise in Adjusted EBITDA to £1.9m. The Group recorded an Adjusted Profit Before Tax of £0.4m and held a cash balance of £3.5m at year-end 2025. Additionally, Zinc Media Group plc issued notice for its 2026 Annual General Meeting, which is scheduled for 10:00 am on 1 June 2026 in London.
| Date | 16 Apr 2026 |
| Time | 07:00:04 |
| Category | Results |
| ID | 6615A |
16 April 2026
Zinc Media Group plc
("Zinc" or the "Group")
Results for the year ended 31 December 2025
and
Notice of Annual General Meeting
Zinc Media Group plc (AIM: ZIN), the award-winning television and content production group, is pleased to announce its audited results for the year ended 31 December 2025 ("FY25").
The Group is pleased to report its results for the year ended 31 December 2025 (FY25) which represent the fifth consecutive year of growth in Adjusted EBITDA, Operating Profit and PBT.
Mark Browning, CEO of Zinc Media Group, said:
"2025 was another high-water mark for Zinc, with revenue growing 28% to £41.5m and adjusted EBITDA increasing 27% to £1.9m, marking our fifth consecutive year of growth in EBITDA, operating profit and PBT.
This performance reflects continued delivery against our strategic priorities, with strong growth across our IP portfolio, expansion into entertainment and increasing scale in international markets, including 70% growth in the Middle East.
We enter 2026 with good momentum, with £30m of revenue already secured or highly advanced and a further £28m in pipeline, providing strong visibility for the year ahead.
With a strengthened platform, a growing base of owned IP and a clear strategy for organic and acquisitive growth, we are confident in delivering further progress."
2025 Financial Highlights
|
£m |
2025 |
2024 |
Movement |
|
Income Statement |
|
|
|
|
Continuing operations |
|
|
|
|
Revenue |
41.5 |
32.3 |
+9.2 |
|
Gross Profit |
16.8 |
14.4 |
+2.4 |
|
Gross Margin % |
40.5% |
44.5% |
(4%) |
|
Adjusted EBITDA1 |
1.9 |
1.5 |
+0.4 |
|
Adjusted Operating Profit2 |
0.8 |
0.7 |
+0.1 |
|
Adjusted Profit Before Tax2 |
0.4 |
0.3 |
+0.1 |
|
|
|
|
|
|
Statement of financial position |
|
|
|
|
Cash |
3.5 |
6.3 |
(2.8) |
|
Net cash |
0.0 |
2.8 |
(2.8) |
(1) Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note 8) comprising share-based payment charges, gains on disposal of fixed assets, reorganisation and restructuring costs, acquisition costs and contingent consideration
(2) Adjusted Operating Profit is defined as Operating Profit before Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as PBT before adjusting items and acquisition-related costs (amortisation and interest on unwinding of intangible assets related to acquisitions).
• Adjusted EBITDA increased 27% to £1.9m (FY24 £1.5m); with Adjusted Operating Profit up 14% to £0.8m (FY24: £0.7m).
• Revenue increased by 28% to £41.5m (FY24: £32.3m), reflecting the strong performance across the Group portfolio:
o Organic revenue (excluding revenues relating to Raw Cut), grew 16% to £36.8m (FY24: £31.7m).
o The Group's loyal customer base meant revenue quality remained very high with 88% of revenue coming from existing customers.
o The Group delivered £3m from the AI sector, which included an AI industry trade event, an AI-powered TV commercial, and an AI-generated training film, and will launch a technology innovation initiative in 2026 to drive new business from digital, AI and emerging production technology.
• FY25 strategic growth pillars all grew:
o High margin IP revenues generated from programmes and format sales grew 53% to £2.7m (FY24: £1.8m).
o The Group delivered £3.2m of revenues in TV Entertainment (FY24: nil).
o Middle East revenue grew 70% to £8.5m (FY24: £5m). Total international revenues from clients outside the UK grew to £18.5m, an increase of 20% on prior year.
• Gross margins were held at a market-leading level of 40.5% (FY24: 44.5%) reflecting the lower production margin on entertainment commissions but not yet reflecting the potential for associated high margin IP income in future years. The prior year also includes a high margin one-off contract.
• The Group retained a robust balance sheet with cash of £3.5m at 31 December 2025 (FY24: £6.3m). The prior year's balance was higher due to timing of cash advances and cash received from acquisitions and disposals. Cash as at 1 April 2026 was £2.5m.
• Excluding acquisition-related costs and other adjusting items, the Adjusted Profit Before Tax has improved by £0.1m to a £0.4m profit. The statutory loss before tax increased by £1.2m to £2.6m (FY24: £1.4m) with acquisition adjustments of £1.5m and £0.2m of acquisition costs offsetting the increase in EBITDA.
2025 Strategic and Operational Highlights
• The Group continued to deliver successfully against its strategic and organisational objectives including:
o Centralising all its television labels into one streamlined structure.
o The launch of Zinc Distribution in October 2025, to drive long term high-margin revenue from global programme and format sales.
o A successful transition to a new management team in The Edge following the end of the earn-out period in June 2025, and with the Edge out-performing acquisition expectations.
o Achieving £0.7m annualised savings, exceeding the target of £0.5m set at the start of the year.
o The group established a permanent in-country presence in Saudi Arabia, and launched a new company in Media City Qatar, to expand the Group's product offering into TV and Live Events, building on 20 years of business experience in the region.
FY26 Trading and Outlook
• The Group is trading well with a total of £30m of revenue booked or highly advanced for recognition in FY26. The prior year comparative of £34m reflected a particularly strong Q1 in FY25.
• The Group's pipeline is well-developed with a further £28m of revenue in discussions, more than double the remaining market consensus revenue for the year ahead.
• Post the year-end, the Group has had a number of new business wins which include the recommission of the BBC One quiz show The Celebrity Inner Circle with Amanda Holden, where Zinc owns the programme and format rights.
• The Group is targeting a further £1m of annualised savings in FY26, with a full year impact in FY27.
• The Group's strategic pillars present upside opportunity over the medium term alongside new acquisitive opportunities supported by a highly advanced pipeline of opportunities.
These factors provide the Board with confidence in delivering FY26 market expectations.
Copies of the annual report and accounts
The annual report and accounts is available on the company's website at www.zincmedia.com and a hard copy will be posted to those shareholders registered to receive one.
Notice of annual general meeting
Accompanying the annual report and accounts is notice of the Group's 2026 annual general meeting (the "AGM"), which will take place at 10.00am on 1 June 2026 at Singer Capital Markets' offices at 1 Bartholomew Lane, London, EC2N 2AX.
This announcement contains inside information for the purposes of the UK Market Abuse Regulation. The Directors of the Company take responsibility for this announcement.
For further information, please contact:
|
Zinc Media Group plc Mark Browning, CEO / Laura McGaughey, CFO
|
+44 (0) 20 7878 2311 |
|
Singer Capital Markets (Nominated Adviser and Broker) James Moat / Jalini Kalaravy
|
+44 (0) 20 7496 3000 |
|
Yellow Jersey PR (Investor Relations) Charles Goodwin / Annabelle Wills |
+44(0)7747 788 221 |
About Zinc Media Group
Zinc Media Group plc is a premium television and content creation group. The award-winning and critically acclaimed television labels comprise Atomic, Brook Lapping, Electric Violet, Raw Cut, Rex, Red Sauce, Supercollider, Tern Television, Tomas TV, along with Bumblebee Post-Production, and produce programmes across a wide range of factual genres for UK and international broadcasters.
Zinc Media Group's commercial content creation unit includes The Edge Picture Company, one of the UK's largest brand film-making companies, and Zinc Audio, specialising in podcasts and radio production.
For further information on Zinc Media, please visit www.zincmedia.com
Chairman's Statement
The Group has delivered its strongest set of financial results, driven by award-winning television and branded content in the face of many macro headwinds. The business significantly outperformed its peer group, and the wider market, reporting record revenue and profit levels.
The three strategic priorities announced in 2025 delivered strong organic growth which has powered the Group to record levels of revenue, Adjusted EBITDA and Adjusted PBT. These growth pillars have been strengthened further for FY26 underpinning our confidence they will drive enhanced organic growth. The acquisition of Raw Cut, late in 2024, proved to be a highly profitable acquisition delivering significantly ahead of acquisition expectations in its first full year in the Group. This follows the highly successful acquisition of The Edge in 2022, demonstrating the Group's ability to source and integrate accretive acquisitions into the Group platform.
The Group's ambition is to be a content creation company with turnover in excess of £100m+ generating owned IP, powered by a Group platform. The content creation economy is booming, and Zinc is evolving its products and production expertise to serve these markets as they develop, focusing on investment in organic growth and further strategic acquisitions.
The Group's content proposition is built on trust and quality, which applies equally to production for brands, businesses, television channels, or streamers. We are trusted with exclusive access in the world for programmes including the recently released Superpowers: China vs America for the BBC, or access to UK police forces for our long running series Police Interceptors for Channel 5. We are trusted to deliver global premium factual series such as our $9m production Top Guns - The Next Generation for National Geographic, or high-quality events such as Supercharged for G42. Our quality kitemark is famous globally, as recognised through numerous awards including a BAFTA in 2025, winning Production Company of the Year at the New York Festival Film and Television Awards for the third year running, and EVCOM Agency of The Year for the first time ever, for The Edge.
The start of the new financial year has been strong, with the recommission of the primetime quiz show, The Celebrity Inner Circle, hosted by Amanda Holden, a returning series for National Geographic with Cars that Changed History, and the release of our music biopic Wham! in China. Forward bookings for the current year are solid despite global conflict and economic uncertainty, and our pipeline remains healthy. This is our fifth year of EBITDA profit growth which continues to drive Adjusted PBT, supported by ongoing efficiency savings as the group streamlines its portfolio of companies. The Group continues to balance long term profit growth with further organic investment in new markets, and we have a highly developed pipeline of acquisition prospects.
The Board would like to thank the exceptional Management team, employees and freelancers for their professional and dedicated work, as well as our shareholders for their support in what has been a year of record achievement for the Group.
Christopher Satterthwaite CBE
Chairman, Zinc Media Group plc
15 April 2026
CEO's Review
2025 was another high-water mark for Zinc Media Group. We grew our turnover 28% to over £41m and grew Adjusted EBITDA and Adjusted PBT for the fifth consecutive year. We delivered growth from the three strategic pillars announced in April 2025 while continuing to diversify our product base and geographical footprint. We also further streamlined the Group delivering our annualised savings plan.
The Group now comprises 12 businesses. In 2025 we operated across two production areas: television production (Tern, Brook Lapping, Red Sauce, Raw Cut, Supercollider, Rex, Tomos TV, Atomic Television, Electric Violet) and content production for brands and businesses which is housed within The Edge label. In October 2025 we launched Zinc Distribution which expands our capability in selling Zinc-owned programme IP and format sales worldwide. All businesses are supported by Bumblebee post-production and by the Group platform of centralised services.
Increasing levels of Adjusted Operating Profit
The Group delivered £0.8m of Adjusted Operating Profit (FY24: £0.7m) and the highest Adjusted PBT in over a decade, along with £1.9m of Adjusted EBITDA in the reporting period. To put this in context, in 2020, at the start of the Group's turnaround plan under current management, the Group reported an Adjusted Operating Loss of £2.1m and an Adjusted EBITDA loss of £0.8m.
Organic and acquisitive revenue growth
Total organic revenue (excluding Raw Cut which was acquired in October 2024) grew 16% to £36.8m (FY24 £31.7m). This was driven by organic growth of 23% in television to £24.2m. and content for brands and businesses through The Edge, which grew 5% year on year, delivering £12.6m turnover.
During the first 3 years of Zinc's ownership The Edge's average revenues increased by 33% versus the period pre-ownership during which its 3-year trailing average revenue was under £9m p.a.
FY25 marked the first full year of Raw Cut Television in the Group, which has production bases in London and Cardiff. Revenue and profit significantly outperformed acquisition expectations, delivering £4.7m turnover. The Group has a strong track record in acquisitions with both Edge and Raw Cut outperforming expectations.
UK broadcasters remain obliged by Ofcom to deliver a minimum number of programme hours made within the four UK nations. The addition of Raw Cut makes Zinc one of a small handful of producers with substantive production bases in England, Wales, Scotland and Northern Ireland.
Acquisitions and investments will positively build the Group's IP and earnings over time, but have short term financial impacts, both on cash and P&L. Acquisition liabilities have increased in FY25 due to Raw Cut outperforming expectations, and cash has reduced to £3.5m (FY24 £6.3m) as a result of acquisition-related payments, investments and working capital movements. This is covered in the CFO report in more detail.
Revenue quality and international diversification
The Group maintained its reputation for outstanding delivery quality during the reporting period, with 88% of revenue being delivered from customers who also commissioned from the Group in FY24.
The Group improved its geographical diversity, reducing its dependence on the UK market, with revenue from outside the UK increasing by 20% to £18.5m. Total international revenue accounted for 45% of turnover in the reporting period.
Strategic pillars delivered excellent growth
The Group's 3 priority growth pillars delivered organic revenue growth in the reporting period.
· IP exploitation: Intellectual Property (IP) revenues grew 53% to £2.7m in the reporting period (FY24: £1.8m), driven by Raw Cut. IP revenues deliver 90% gross margin.
Zinc owns 4,100 hours of content across a broad spectrum of genres. The new Zinc Distribution label launched new YouTube channels and licensed its IP for the creation of FAST (Free Ad-supported Streaming Television) channels. This revenue is delivered at 100% margin. The Group expects digital revenues to grow substantially in the period ahead as it invests in digitisation of back catalgue and in new business opportunities
• Entertainment: Expansion into entertainment genres grew revenue £3.2m (FY24: nil).
Notable new business wins in the year included the Group's first entertainment quiz commission The Inner Circle and The Celebrity Inner Circle with Amanda Holden. The show performed well, and post period end has been recommissioned for 2026. Race Against The Tide was another new factual entertainment commission which is due to air in 2026 and has the potential to return in 2027.
• Middle East expansion: Middle East revenues grew 70% to £8.5m.
Notable new business wins in the year included a multi-million pound documentary for a global brand in Saudi Arabia, a TV Commercial featuring David Beckham and Mo Farah for Qatar, and the Group's first multi-million pound large scale event production, SuperCharged, in Abu Dhabi, partnering with G42.
The Group is investing in its long-established businesses in Qatar and Saudi Arabia establishing a permanent in country presence in KSA to support the next phase of growth. In parallel, the Group launched a new company in partnership with Media City Qatar, strengthening its regional footprint and enabling access to funding for large-scale productions in-country. This mirrors the support provided by Screen Scotland and Screen Northern Ireland to Nations indies in the UK. This expansion also marks an evolution of the Group's offering in the region, broadening from brand and TV Commercial production into TV programmes and live events, and builds on more than 20 years of activity in Qatar.
The Group has targeted £10m growth from these strategic pillars from their FY25 base, by the end of 2029, which would translate into £4m incremental EBITDA margin at the Group's current average margins.
Zinc platform: driving revenue, margins, AI innovation and operating leverage
The Group has invested in a common platform to support every business in the portfolio. This platform of central services provides specialist management expertise which would otherwise be unaffordable within any one label, in areas including technology, marketing and PR, human resources, finance, commercial strategy, distribution and post-production. The platform allows centralisation of common functions and infrastructure which helps maintain gross margins, while enabling efficient resource sharing, reducing duplication. It provides operational leverage as new companies join the Group and differentiates Zinc as a compelling offer to acquisition targets. Platform highlights include:
· Strategic investment in Bumblebee Post-Production and state-of-the-art filming equipment to support all production labels and enhance margin performance, which helped deliver £450k of additional margin in the delivery of the Top Guns project for Disney+/National Geographic. This investment has resulted in a comprehensive and high-quality inventory, alongside a growing reputation as a trusted equipment provider which now presents external revenue generating opportunities.
· The Group's investment in AI has enhanced operational productivity and created new commercial opportunities primarily in two areas. Firstly, productivity enhancement, where we have deployed AI-enabled tools to accelerate workflows, particularly within post-production, including transcription and editing. Secondly, generative AI, where we are developing new content capabilities across both audio and visual formats. Innovation is actively encouraged within a defined governance framework to ensure the protection of intellectual property and adherence to copyright standards.
· The Group's marketing and PR functions support all labels but also serve as revenue-generating functions within the platform. By delivering integrated marketing and publicity programmes for clients' projects, the Group is extending its value proposition beyond production. This development enhances margins, strengthens client relationships, and reinforces the platform's role in driving operating leverage as the business scales.
Production highlights
2025 was another excellent year of programme and editorial highlights. The Group delivered 243 hours of television production across 17 programme strands (178 hours in 2024), alongside hundreds of hours of content for brands and businesses.
Returning series are the backbone of a successful television company as they underpin long term growth and investment. 13 series were commissioned in 2025 including 5 recommissions and 8 new series:
o the 3rd series of travelogues with Rob Rinder and Rylan Clark: A Greek Odyssey.
o the 5th series of Sunday Morning Live for the BBC.
o the 25th series of Police Interceptors, for Channel 5.
o the latest contemporary history documentary from Brook Lapping: Superpowers: America vs China, for the BBC.
o Planes That Changed History: A ten-episode acquisition to National Geographic (Zinc owns the IP), which has since been recommissioned as 'Cars that Changed History'.
o Street Cops Catching the Yobs: a Channel 5 series which has been recommissioned for 2026.
o The Infinite Explorer with Hannah Fry: Zinc also owns the IP for this successful co-produced series between Zinc, National Geographic and Bloomberg.
o Live Aid at 40 was series for the BBC and CNN to mark the 40th Anniversary of the original BAND AID concert
o Top Guns: The Next Generation was the Group's largest ever USA television series worth $9m for National Geographic Channel. It is available on Disney+ outside the UK.
Alongside the commercially valuable returning series were reputational feature documentaries and singles. While these do not span numerous years they build considerable industry reputation, which often sees the commissioning channel return year after year for further commissions. In FY25 these included Brexit for the BBC which included contributions from David Cameron, Boris Johnson, Nigel Farage, and Gordon Brown, and Nick Cave's Veiled World for Sky.
There are currently 55 television programmes produced by Zinc companies available to view in the UK, either on terrestrial channels, on-demand or via subscription TV platforms. A full list of Zinc produced programmes currently available to watch is on the Group's new website: https://zincmedia.com/what-to-watch-on-tv/
Along with recommissions and ratings, awards are one of the tangible ways the group measures its promise of trust and quality programme making for channels and clients. The Edge was awarded EVCOM Agency of the Year for the first time in its history, Rob & Rylan Series 1 was awarded a BAFTA TV Award for Factual Entertainment and SuperCollider won its first awards at EVCOM, winning 2 golds, including Best Brand Communication Event and Best Innovation & Technology. Along with winning Production Company of the Year, the Group won over 25 awards in FY25, underlining its claim as one of the worlds most prestigious production groups.
FY26 Outlook, market and strategic initiatives
As at 1 April 2026 revenue secured and highly advanced for recognition in FY26 totals £30m. The prior year comparative of £34m reflected a particularly strong Q1 in FY25, which included high value one-off productions such as Top Guns, Wham! in China and Live Aid at 40.
The Group's pipeline remains strong with a further £28m of revenue in earlier discussions, which is more than double the remaining market consensus revenue for the year ahead. We also note stronger pipeline conversion in FY26 vs the same time last year, with secured and highly advanced increasing by 50% since February.
The Group has secured a number of significant high value commissions for FY26 which also span into FY27, which include:
o The recommission of Police Interceptors, now series 26.
o The second season recommission of The Celebrity Inner Circle with Amanda Holden for BBC One.
o A second series for National Geographic called, Cars that Changed History.
o A major multi-million pound commission in Qatar.
There is also high confidence in 5 further television commissions over £1m and two more multi-million pound Middle East productions to be delivered in FY26.
While the current Iran conflict presents near-term uncertainty to H1, the Group has seen continued resilience in client activity across its businesses in Qatar and Saudi Arabia, with commercial discussions progressing, some large commissions contracting and others at a highly advanced stage in the pipeline.
Strategic Growth Pillars
As the content market continues to evolve at pace, the Group is positioning itself as a premium content creation company. It will pursue screen-based content production, invest in digital and the new creator economy, embrace AI production opportunities and build IP, while continuing to maintain its core product proposition in television and brand film production.
The three strategic growth pillars which helped drive FY25 performance will evolve in FY26 as follows:
· IP creation and monetisation: this will continue to include the sale of traditional programme and format rights through Zinc Distribution while expanding to include digital distribution through YouTube channels, short form production, podcasts, events and third-party content partnerships. The Group assumes base case growth of a further £1.5m over the next 3 years.
· Geographical expansion: this will continue to include genre expansion in the Middle East into television production and event production but will also include targeted expansion in to both the US and Europe through incremental organic investments with the potential of acquisitions to accelerate diversification into these markets. The base plan assumes Middle East revenues grow by a further £5m over the next 3 years.
· Genre (Product) diversification: the Group will continue its focus on diversification into entertainment, while accelerating investment in to event production, and AI. The base case assumes entertainment will grow by a further £3.5m over the next 3 years. Zinc's entertainment pipeline currently has £18m of potential at early-stage discussion.
Following encouraging organic growth during FY25 in these strategic growth pillars the Group now believes there is an emerging upside opportunity which could see accelerated growth for the Group:
· IP: By investing in digitising Zinc's entire back catalogue of IP, investing in the creation of a digital first label focused on short form content creation and the creator economy, and with investment in direct-to-consumer content channels on YouTube and FAST channels, the Group believes there is a further £1m of upside opportunity from IP exploitation.
· Geographical expansion: The pipeline of opportunities in the Middle East is encouraging and supports an upside opportunity of an additional £12m over the next 3 years. Incremental organic investment in the US market would create potential additional upside, and the Group will explore this in the year ahead.
· Genre (Product) diversification: Event production presents one of the best upside opportunities within the Group's current portfolio of businesses. Incremental investment in additional resource and expertise could open a further £5m of event production revenue in the UK and internationally. Conversations are underway about a large event for FY27 which aims to go into production in H2 FY26.
The combined upside opportunity created from investing in and expanding the 3 strategic growth pillars could drive the Group turnover to between £65m-£70m, assuming current baseline growth remains as forecast.
UK television market
In UK television, the UK PSB network groups (comprising the BBC, ITV, Channel 4 and Channel 5) represent the largest addressable market, with Zinc producing for all of them.
The total TV commissioning market for UK producers is worth approximately £4bn[1] and UK Public Service Broadcasters (PSB's) account for approximately half of this. Factual television spend (specialist factual, general factual and factual entertainment), which is Zinc's core competence, presents an addressable market of c.£850m.
AI and emerging technologies
Zinc is adopting AI across its operations, delivering benefits throughout the Group's workflow. In creative development, AI is used to analyse market trends and create compelling pitch materials more efficiently. During production, AI enables the creation of dynamic graphics and complex sequences that would previously have been cost-prohibitive. In post-production, AI enhances archive and audio, as well as supporting voiceover where rights and permissions are secured. Large volumes of production footage can now be rapidly transcribed within a secure, closed LLM environment, enabling more effective data interrogation, theme identification and shot selection. Collectively, these capabilities reduce time and cost and support margin resilience.
In addition to operational efficiencies, AI is generating new commercial opportunities in both production and events. In 2025 Zinc secured business worth £3m from the AI sector, which included an AI industry trade event, an AI-powered TV commercial, and an AI-generated training film. This underpins the Group's view that the AI sector presents a greater opportunity for Zinc than a threat.
One Zinc - creating efficiency savings
In FY25 all TV businesses combined under one management and one P&L. Following the end of The Edge earn out, the Group will now operate all its business under the 'One Zinc' model from FY26. It will streamline financial reporting into one single group P&L and operate under a streamlined senior management team. Some changes have been enacted in Q1 2026, but further efficiencies will be released during the year as part of the Group's £1m annualised savings target which will have a full year impact in FY27.
Zinc has delivered steady profit growth over the last five years. It has a clear strategic plan for continued organic growth and a highly developed pipeline of potentially accretive acquisitions. The company is ambitious about the content creation opportunities across all genres and territories that lie ahead.
Mark Browning
Chief Executive Officer, Zinc Media Group plc
CFO's Report
|
£m |
2025 |
2024 |
Movement |
|
Income Statement |
|
|
|
|
|
|
|
|
|
Revenue |
41.5 |
32.3 |
+9.2 |
|
Gross Profit |
16.8 |
14.4 |
+2.4 |
|
Gross Margin |
40.5% |
44.5% |
(4%) |
|
Adjusted EBITDA2 |
1.9 |
1.5 |
+0.4 |
|
Adjusted Operating Profit3 |
0.8 |
0.7 |
+0.1 |
|
Adjusted Profit Before Tax |
0.4 |
0.3 |
+0.1 |
|
|
|
|
|
|
Statement of financial position |
|
|
|
|
Cash |
3.5 |
6.3 |
(2.8) |
|
Net cash |
(0.0) |
2.8 |
(2.8) |
(1) The numbers reported in this annual report are based on continuing operations.
(2) Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note 8) comprising share-based payment charges, gains on disposal of fixed assets, reorganisation and restructuring costs, acquisition costs and contingent consideration
(3) Adjusted Operating Profit is defined as Operating Profit before Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as PBT before adjusting items and acquisition-related costs (amortisation and interest on unwinding of intangible assets related to acquisitions).
Income statement
Revenue
The Group defines itself an international screen-based content production business. It has intentionally diversified its revenue streams during recent years to mitigate the inherent risk associated with winning business in one sole territory or individual business line. In FY25, 45% of revenues have come from outside the UK up by 20% year on year (FY24: 48%), a number which we expect to grow in future years.
Total revenue increased by 28% to £41.5m (FY24: £32.3m). The Group has continued to grow organically and successfully diversify its revenue, with 16% year on year organic revenue growth and the Edge continuing to outperform expectations. The Group has also benefited from a full year of Raw Cut TV and Distribution.
The Group's full year result was in part due to a very strong start to FY25, with a particularly high level of contracted business during Q1 off the back of a busy end to FY24.
The value of individual commissions increased, with 7 productions during 2025 (whether TV or branded content) being greater than £1m. The momentum enabled us to report an exceptionally high level of revenue booked at H1 FY25. H2 is normally the Group's strongest reporting period and FY26 is expected to return to this revenue profile.
Content Production encompasses brand and corporate film production. Revenue of £12.6m was up 5% year-on-year (FY24: £12.1m). This represents another good year for The Edge and has demonstrated that it is able to sustain and grow that level of revenue each year; the track record of revenue growth provides confidence that it can sustain these levels and can continue to perform well even through the latest Middle East conflict.
Gross margin and operating expenses
Group gross margins have been successfully sustained in FY25 at 40.5% (FY24: 44.5%), an impressive performance in a market where margins remain under pressure. In the prior year, the margin was impacted by a one-off high margin project in Content Production where £1.2m of revenue was recognised relating to services the Group was paid for but was partially frustrated from performing by the customer. Once this impact is stripped out the like for like margin for FY24 is 42.4%.
The Group continues its strategy for growth by investing in new labels and expanding into new genres, as well as focussing on production cost control to sustain and grow its existing margin. A good example of this is The Celebrity Inner Circle quiz, a returnable primetime quiz show, where Zinc owns the IP, meaning revenues can be earned beyond the production period. The expansion of Zinc's distribution business via the acquisition of Raw Cut in October FY24 is also aimed at ensuring maximum value remains within the Group. Raw Cut has outperformed expectations since acquisition, testament to a strong pipeline and customer focus. The Group integrates all acquisitions as early as possible in their lifecycle, thus maximising synergies and benefiting from the investment the group has made in its operating platform. The Group's previous acquisition, the Edge, is now fully integrated and has continued to perform beyond initial expectations.
Investing in acquisitions, new markets and new genres creates a lag in EBITDA performance. In-year investment in FY25 into long term new revenue growth was £0.3m.
Adjusting items incurred during the year amounted to £2.5m (FY24: £1.1m), which mainly comprised costs relating to acquisitions which were £0.2m (FY24: £0.8m), in addition to a £1.5m increase (FY24: £0.1m decrease) in the fair value of contingent consideration in relation to acquisitions, principally due to Raw Cut's strong performance, and restructuring and other costs of £0.7m (FY24: £0.3m).
Operating expenses excluding fair value adjustments have risen by £2.1m to £17.4m (FY24: £15.3m). This is largely reflective of the full year impact on staff, development, property and administrative costs from the acquisition of Raw Cut of £1.3m, and also includes additional marketing and events spend, and television development investment arising from new projects (such as The Inner Circle or Top Guns), including related travel of £0.4m, plus additional lease costs of £0.2m.
Adjusted EBITDA increased 27% to £1.9m (FY24: £1.5m) and Adjusted Operating Profit increased to £0.8m (FY23: £0.7m), in line with market expectations and the highest in recent history.
Finance costs are flat year on year at £0.5m. There is a consistent level of £0.3m pa of interest payable on the Group's long-term debt (FY24: £0.3m).
The statutory loss before tax increased by £1.2m to £2.6m (FY24: £1.4m). This is largely driven by £1.5m of fair value adjustments related to contingent consideration, acquisition related costs, and £0.2m acquisition costs, offset by lower interest and share based charges. Excluding acquisition-related costs and adjusting items the Adjusted Profit Before Tax has improved by £0.1m to a £0.4m profit.
The below provides a reconciliation of Adjusted to Statutory reporting:
|
£m |
2025 |
2024 |
Movement |
|
Income statement reconciliation |
|
|
|
|
Continuing operations |
|
|
|
|
Adjusted EBITDA1 |
1.9 |
1.5 |
+0.4 |
|
Depreciation |
(1.1) |
(0.9) |
(0.2) |
|
Adjusted Operating Profit2 |
0.8 |
0.7 |
+0.1 |
|
|
|
|
|
|
Amortisation |
(0.5) |
(0.4) |
(0.1) |
|
Acquisition-related costs |
(1.7) |
(0.8) |
(0.9) |
|
Other adjusting items |
(0.8) |
(0.3) |
(0.5) |
|
Finance Costs / Income |
(0.4) |
(0.5) |
0.1 |
|
|
|
|
|
|
Statutory loss before tax |
(2.6) |
(1.4) |
(1.2) |
(1) Adjusted EBITDA is defined as EBITDA before Adjusting Items (see note 8) comprising share-based payment charges, gains on disposal of fixed assets, reorganisation and restructuring costs, acquisition costs and contingent consideration
(2) Adjusted Operating Profit is defined as Operating Profit before Adjusting Items and amortisation of acquisitions. Adjusted PBT is defined as PBT before adjusting items and acquisition-related costs (amortisation and interest on unwinding of intangible assets related to acquisitions).
Earnings per share
Basic and diluted loss per share in FY25 was 10.36p (FY24: loss per share of 2.44p). These measures were calculated on the losses for the period attributable to Zinc Media Group shareholders of £2.6m (FY24: loss of £0.6m) divided by the weighted average number of shares in issue during the period being 24,687,311 (FY24: 23,021,816).
Dividend
The Board has not recommended a dividend in respect of the year ended 31 December 2025 (FY24: £nil).
Statement of Financial Position
Assets
Cash (£m)
The cash balance at the end of December 2025 was £3.5m, which is a decrease of £2.8m during the year, nonetheless the Group's cash position remains in good health. The decrease is partly due to higher cash advances received at the end of FY24, due to much of our FY25 trading happening in early H1. The Group also received £1.2m from disposals and acquisitions during FY24 which increased the level of cash at the end of FY24 and subsequently made acquisition related payments during FY25. We have continued to focus on working capital management and efficient use of our resources during the year to manage the natural variability of production cashflows.
Trade and other receivables have remained stable at £6.4m (FY24: £6.2m), with a continued strong track record of collecting debt quickly. This is an area of focus as our client and revenue base continues to grow and evolve.
Equity and Liabilities
Total equity has reduced from £3.5m to £1.2m principally due to changes in fair value of the contingent consideration of Raw Cut, which has continued to perform strongly since acquisition.
Total liabilities decreased from £19.8m to £18.8m due in part to unwinding of deferred consideration as well as to movements in working capital and contract liabilities relating to timing of payments. The Group had an outstanding balance on long-term debt of £3.5m at year-end (FY24: £3.5m). The debt maturity date was extended in March 2025, through to 31 December 2027. The long-term debt holders are also major shareholders who own 37.9% of the Group's shares.
Cashflows
The Group's cashflow from operations reduced by £0.5m in the year (FY24: increase of £1.2m), mainly driven by changes in working capital and reduced activity over the year-end versus the prior year, meaning lower advanced payments from customers. The net movement in the year was a decrease in cash of £2.7m (FY24: increase of £1.3m) after financing activity cash outflow and finance costs of £0.8m (FY24: outflow of £0.8m) with net cash outflows used in investing activities of £1.3m due to payment of consideration and production capex investments. In FY24 there was cash generated from investments of £1.2m due to the disposal of Zinc Communicate and the acquisition of Raw Cut. The cashflow movement, taking out the impact of FY24 and FY25 investments and disposals, shows a net cash outflow of £0.4m, even before taking into account the effect of the high level of production cash advances received before year-end FY24.
The financing activity cash outflow and finance costs of £0.8m comprise lease payments of £0.5m mainly relating to the Group's offices (flat year on year) and £0.3m of debt interest payments, principally related to interest on long term debt.
Key Performance Indicators (KPIs)
In monitoring the performance of the business, the Executive Management team uses the following KPIs:
· Revenue growth, including revenue from repeat customers, number of returning television series, revenue by territory and new business pipeline strength
· Profitability assessed by key measures including gross margins, Adjusted EBITDA and Adjusted Operating Profit and Adjusted PBT
· Cash generation and cash management
· Performance and integration of acquisitions (for example profit performance, use of platform and synergies)
· Industry recognition for producing quality content
These KPIs have been reported on within the Strategic Report within the Chairman, CEO and CFO's reports.
Laura McGaughey
Chief Financial Officer, Zinc Media Group plc
Consolidated Income Statement for the year ended 31 December 2025
|
|
|
2025 |
2024 |
|
|
Notes |
£'000 |
£'000 |
|
|
|
|
|
|
Continuing operations |
|
|
|
|
Revenue |
4 |
41,462 |
32,308 |
|
Cost of sales |
5 |
(24,700) |
(17,916) |
|
Gross profit |
|
16,762 |
14,392 |
|
Operating expenses |
5 |
(18,947) |
(15,270) |
|
Operating loss |
|
(2,185) |
(878) |
|
Analysed as: |
|
|
|
|
Adjusted EBITDA |
|
1,853 |
1,510 |
|
Depreciation |
5 |
(1,076) |
(852) |
|
Amortisation |
5 |
(489) |
(446) |
|
Adjusting items |
8 |
(2,473) |
(1,090) |
|
Operating loss |
|
(2,185) |
(878) |
|
Finance costs |
9 |
(461) |
(528) |
|
Finance income |
9 |
15 |
26 |
|
Loss before tax |
|
(2,631) |
(1,380) |
|
Taxation credit |
10 |
82 |
834 |
|
Loss from continuing operations |
|
(2,549) |
(546) |
|
Loss from discontinued operations |
11 |
- |
(2,953) |
|
Loss for the year |
|
(2,549) |
(3,499) |
|
Attributable to: |
|
|
|
|
Equity holders |
|
(2,557) |
(3,514) |
|
Non-controlling interest |
|
8 |
15 |
|
Retained loss for the period |
|
(2,549) |
(3,499) |
|
|
|
|
|
|
Earnings per share |
|
|
|
|
From continuing operations: |
|
|
|
|
Basic |
12 |
(10.36)p |
(2.44)p |
|
Diluted |
12 |
(10.36)p |
(2.44)p |
|
|
|
|
|
|
From discontinued operations: |
|
|
|
|
Basic |
12 |
n/a |
(12.83)p |
|
Diluted |
12 |
n/a |
(12.83)p |
|
|
|
|
|
|
|
|
|
|
The loss for the year attributable to equity holders from continuing operations is £2,557,000 (2024: £561,000) and from discontinued operations is £nil (2024: £2,953,000).
The accompanying principal accounting policies and notes form part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income for the year ended 31 December 2025
|
|
|
|
|
|
|
|
|
2025 |
2024 |
|
|
|
|
£'000 |
£'000 |
|
|
|
|
|
|
|
|
Loss for the year and total comprehensive expense for the year |
|
(2,549) |
(3,499) |
|
|
Attributable to: |
|
|
|
|
|
Equity holders |
|
(2,557) |
(3,514) |
|
|
Non-controlling interest |
|
8 |
15 |
|
|
|
|
(2,549) |
(3,499) |
|
Consolidated Statement of Financial Position as at
31 December 2025
|
|
|
2025 |
2024 |
|
|
Note |
£'000 |
£'000 |
|
Assets |
|
|
|
|
Non-current |
|
|
|
|
Goodwill and intangible assets |
13 |
8,617 |
9,106 |
|
Property, plant and equipment |
14 |
596 |
600 |
|
Right-of-use assets |
19 |
589 |
948 |
|
|
|
9,802 |
10,654 |
|
Current assets |
|
|
|
|
Inventories |
15 |
94 |
139 |
|
Trade and other receivables |
16 |
6,432 |
6,212 |
|
Cash and cash equivalents |
17 |
3,468 |
6,270 |
|
Deferred tax |
22 |
136 |
- |
|
|
|
10,130 |
12,621 |
|
Total assets |
|
19,932 |
23,275 |
|
|
|
|
|
|
Equity |
|
|
|
|
Called up share capital |
24 |
31 |
30 |
|
Share premium account |
24 |
10,689 |
10,544 |
|
Share-based payment reserve |
24 |
575 |
715 |
|
Merger reserve |
24 |
1,380 |
1,163 |
|
Retained losses |
24 |
(11,512) |
(8,990) |
|
Total equity attributable to equity holders of the parent |
|
1,163 |
3,462 |
|
Non-controlling interests |
|
14 |
18 |
|
Total equity |
|
1,177 |
3,480 |
|
|
|
|
|
|
Liabilities |
|
|
|
|
Non-current |
|
|
|
|
Borrowings |
20 |
3,455 |
- |
|
Lease liabilities |
19 |
367 |
509 |
|
Provisions |
23 |
171 |
171 |
|
Trade and other payables |
18 |
1,836 |
721 |
|
|
|
5,829 |
1,401 |
|
Current |
|
|
|
|
Trade and other payables |
18 |
12,697 |
14,316 |
|
Current tax liabilities |
|
53 |
337 |
|
Borrowings |
20 |
- |
3,461 |
|
Lease liabilities |
19 |
176 |
280 |
|
|
|
12,926 |
18,394 |
|
Total liabilities |
|
18,755 |
19,795 |
|
Total equity and liabilities |
|
19,932 |
23,275 |
The consolidated financial statements were authorised for issue and approved by the Board on 15 April 2026 and are signed on its behalf by Laura McGaughey
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
Company registration number: SC075133
Consolidated Statement of Cashflows for the year ended
31 December 2025
|
|
|
2025 |
2024 |
|
|
Note |
£'000 |
£'000 |
|
Cashflows from operating activities |
|
|
|
|
Loss for the year before tax from continuing operations |
|
(2,631) |
(1,380) |
|
Loss for the year before tax from discontinued operations |
|
- |
(2,243) |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
Depreciation |
5 |
1,076 |
888 |
|
Amortisation and impairment of intangibles |
5 |
489 |
456 |
|
Finance costs |
9 |
461 |
344 |
|
Finance income |
9 |
(15) |
(26) |
|
Share-based payment charge |
7 |
6 |
168 |
|
Loss/(profit) on disposal of fixed assets |
|
15 |
13 |
|
Loss on disposal of trade and assets |
11 |
- |
1,098 |
|
Fees paid in shares |
|
35 |
32 |
|
Remeasurement of deferred and contingent consideration payable |
|
1,526 |
117 |
|
Remeasurement of lease liabilities |
19 |
- |
24 |
|
|
|
962 |
(509) |
|
(Increase)/decrease in inventories |
|
45 |
(125) |
|
Decrease/(increase) in trade and other receivables |
|
(236) |
2,971 |
|
Decrease in trade and other payables |
|
(1,253) |
(1,132) |
|
Cash generated from operations |
|
(482) |
1,205 |
|
Interest received |
|
15 |
26 |
|
Interest paid |
|
(292) |
(301) |
|
Tax paid |
|
(126) |
(145) |
|
Net cashflows generated from operating activities |
|
(885) |
785 |
|
Investing activities |
|
|
|
|
Contingent acquisition consideration paid |
|
(770) |
- |
|
Purchase of property, plant and equipment |
14 |
(538) |
(186) |
|
Purchase of intangible assets |
13 |
- |
(20) |
|
Proceeds from disposal of tangible fixed asset |
|
7 |
- |
|
Acquisition of subsidiary net of cash acquired |
|
- |
1,147 |
|
Proceeds from disposal of trade and assets |
11 |
- |
100 |
|
Net cashflows generated from/(used in) investing activities |
|
(1,301) |
1,041 |
|
Financing activities |
|
|
|
|
Principal elements of lease payments |
|
(508) |
(523) |
|
Dividends paid to NCI |
|
(12) |
(18) |
|
Net cash flows used in financing activities |
|
(520) |
(541) |
|
Net (decrease)/ increase in cash and cash equivalents |
|
(2,706) |
1,285 |
|
Translation differences |
|
(96) |
37 |
|
Cash and cash equivalents at beginning of year |
17 |
6,270 |
4,948 |
|
Cash and cash equivalents at year-end |
17 |
3,468 |
6,270 |
Consolidated Statement of Changes in Equity for the year ended 31 December 2025
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
Share |
Share |
Share- based payment |
Merger |
Retained |
Total equity attributable to equity holders of |
Non-controlling |
Total |
|||
|
|
capital |
premium |
reserve |
reserve |
earnings |
the parent |
interest |
equity |
|||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
At 1 January 2024 |
28 |
9,546 |
547 |
1,163 |
(5,508) |
5,776 |
21 |
5,797 |
|||
|
Loss and total comprehensive expense for the year |
- |
- |
- |
- |
(3,514) |
(3,514) |
15 |
(3,499) |
|||
|
Equity-settled share-based payments |
- |
- |
168 |
- |
- |
168 |
- |
168 |
|||
|
Consideration paid in shares |
2 |
998 |
- |
- |
- |
1,000 |
- |
1,000 |
|||
|
Directors' remuneration paid in shares |
- |
- |
- |
- |
32 |
32 |
- |
32 |
|||
|
Dividends paid |
- |
- |
- |
- |
- |
- |
(18) |
(18) |
|||
|
Total transactions with owners of the Company |
2 |
998 |
168 |
- |
(3,482) |
(2,314) |
(3) |
(2,317) |
|||
|
At 31 December 2024 |
30 |
10,544 |
715 |
1,163 |
(8,990) |
3,462 |
18 |
3,480 |
|||
|
|
|
|
|
|
|
|
|
|
|||
|
At 1 January 2025 |
30 |
10,544 |
715 |
1,163 |
(8,990) |
3,462 |
18 |
3,480 |
|||
|
Loss and total comprehensive expense for the year |
- |
- |
- |
- |
(2,557) |
(2,557) |
8 |
(2,549) |
|||
|
Equity-settled share-based payments |
1 |
145 |
(140) |
- |
- |
6 |
- |
6 |
|||
|
Consideration paid in shares |
- |
- |
- |
217 |
- |
217 |
- |
217 |
|||
|
Directors' remuneration paid in shares |
- |
- |
- |
- |
35 |
35 |
- |
35 |
|||
|
Dividends paid |
- |
- |
- |
- |
- |
- |
(12) |
(12) |
|||
|
Total transactions with owners of the Company |
1 |
145 |
(140) |
217 |
(2,522) |
(2,299) |
(4) |
(2,303) |
|||
|
At 31 December 2025 |
31 |
10,689 |
575 |
1,380 |
(11,512) |
1,163 |
14 |
1,177 |
|||
Notes to the Consolidated Financial Statements
1. GENERAL INFORMATION
Zinc Media Group plc and its subsidiaries ("the Group") produce high quality television and cross-platform content.
Zinc Media Group plc is the Group's ultimate parent and is a public listed company incorporated in Scotland. The address of its registered office is 4th Floor, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN. Its shares are traded on the AIM Market of the London Stock Exchange plc (LSE: ZIN).
The financial statements are presented in sterling (£), rounded to the nearest thousand.
2. BASIS OF PREPARATION
The financial statements of the Group have been prepared in accordance with UK-adopted-International Accounting Standards. The financial statements have been prepared primarily under the historical cost convention, with the exception of deferred and contingent consideration measured at fair value. Areas where other bases are applied are identified in the accounting policies below.
The Group's accounting policies have been applied consistently throughout the Group to all the periods presented, unless otherwise stated.
2.1) Going concern
The financial statements have been prepared on a going concern basis, which assumes that the Group will be able to meet its liabilities as they fall due for a period of at least 12 months from the date of signing of the financial statements. The Group is dependent for its working capital requirements on cash generated from operations, cash holdings, an overdraft facility, long-term debt and from equity markets.
The Directors believe the Group has sufficient cash resources. As at 31 December 2025 the cash holdings of the Group were £3.5m and net cash was zero. The Group has an overdraft facility of £1.2m available.
The Directors believe the Group has strong shareholder support with a stable shareholder base over time, he long-term debt holders, who are also major shareholders with 37.9% of the Group's shares, having agreed in Q1 2025 to extend the repayment date of the Group's long-term debt from December 2025 to December 2027.
There are several factors which could materially affect the Group's cashflows, including the underlying performance of the business and uncertainty regarding the timing of receipts from customers. The Directors have prepared scenario plans. The main variable is the run rate of new business. Whilst the sales pipeline is healthy the timing of new sales is hard to predict. The scenarios include a 10% decrease on new business compared to Budget for the whole year or Rest of World receipts being delayed by a month over each quarter. The Directors have reviewed Management's forecasts and scenarios under which cashflows may vary, including mitigating actions if required, and remain confident that the Group will have sufficient cash resources for a period of at least 12 months from issuing the financial statements in these scenarios.
In light of the forecasts, the support provided by shareholders in recent years and mitigating measures available to be used if needed, the Directors believe that the going concern basis upon which the financial statements have been prepared is reasonable.
2.2) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as at 31 December 2025. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Generally, there is a presumption that a majority of voting rights results in control. To support this presumption and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers all relevant facts and circumstances in assessing whether it has power over an investee.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control the subsidiary.
All intra-Group assets and liabilities, equity, income, expenses and cashflows relating to transactions between members of the Group are eliminated in full on consolidation.
Non-controlling interests ("NCI") represents the share of non-wholly owned subsidiaries' net assets that are not directly attributable to the shareholders of the Group.
2.3) Adoption of new and revised standards
The following pronouncements were effective from 1 January 2025:
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability (effective 1 January 2025);
The following new standards, amendments and interpretations have not yet been adopted:
· IFRS9/IFRS 7 - Amendments to the Classification and Measurement of Financial Instruments (effective 1 January 2026);
· Annual Improvements to IFRS Accounting Standards-Volume 11 (effective 1 January 2026);
· IFRS 18 - Presentation and disclosure in Financial Statements (effective 1 January 2027); and
· IFRS19 - Subsidiaries without public Accountability: Disclosures (effective 1 January 2027).
Management does not believe that any of these will have a material impact on the Group.
3) ACCOUNTING POLICIES
3.1) Revenue
The Group recognises revenue in accordance with IFRS 15 Revenue from Contracts with Customers.
Revenue is recognised to depict the transfer of promised goods or services to customers at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
The Group applies the five-step model under IFRS 15:
1. identify the contract with the customer;
2. identify the performance obligations in the contract;
3. determine the transaction price;
4. allocate the transaction price to the performance obligations in the contract; and
5. recognise revenue when (or as) the entity satisfies a performance obligation.
Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for services provided in the normal course of business, net of discounts and sales related taxes.
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Group, the amount of revenue can be measured reliably, the related costs incurred or to be incurred can be measured reliably, and when the Group has satisfied the related performance obligation.
Where productions are in progress at the year-end:
- Contract assets arise where revenue recognised exceeds amounts invoiced; and
- Contract liabilities arise where amounts invoiced exceed revenue recognised.
The contract asset is transferred to receivables when the entitlement to payment becomes unconditional. Where it is anticipated that a production will make a loss, the anticipated loss is provided for in full.
The accounting policies specific to the Group's key operating revenue categories are outlined below:
TV production revenue
Production revenue from contracts with broadcasters comprises work carried out to produce film and audio content. Contracts to produce TV programmes include broadcaster licence fees. These are combined performance obligations because the production and licence are indistinct, and the licence is not the primary or dominant component of the combined performance obligation.
The Group considers the combined performance obligation to be satisfied over time as it does not create an asset with an alternative use at contract inception and the Group has an enforceable right to payment for performance completed to date.
In accordance with IFRS 15, the Group assesses the most appropriate method to measure progress. For both TV Production and content production, the Group applies the cost-to-cost method, with progress measured by reference to costs incurred compared to the agreed budget.
Only costs that faithfully depict the performance are included in measuring progress.
- For TV Production, this is determined to be external costs incurred. Progress is reviewed regularly and changes in expected total costs are accounted for prospectively.
- For Content Production, this is determined to be a combination of both internal and external costs incurred. Progress is reviewed regularly and changes in expected total costs are accounted for prospectively.
Production accruals represent costs incurred for which supplier invoices have not yet been received at the reporting date. These are recognised to ensure that all costs incurred are matched with the stage of completion of each project. Accrued costs are included within trade and other payables and are released when invoices are received.
TV distribution revenue
Distribution revenue comprises sums receivable from the exploitation of programmes in which the Company owns rights and is received as advances and royalties.
Advances are fixed sums receivable at the beginning of exploitation that are not dependent on the sales performance of the programme. They are recognised when all the following criteria have been met:
i) an agreement has been executed by both parties; and
ii) the programme has been delivered; and
iii) the licence period has begun.
Royalty revenue is dependent on the sales performance of the programme and is recognised when royalty amounts are confirmed.
3.2) Property, plant and equipment
Property, plant and equipment are stated at cost net of depreciation and any provision for impairment.
Depreciation is calculated to write down the cost less estimated residual value of all property, plant and equipment by equal annual instalments over their expected useful lives. The rates generally applicable are:
Leasehold premises Between 1 and 5 years
Office equipment 10%-20% on cost
Computer equipment 20%-33% on cost
Motor vehicles 25% on cost
Useful economic lives are reviewed annually. Depreciation is charged on all additions to, or disposals of, depreciating assets in the year of purchase or disposal. Any impairment in values is charged to the income statement.
3.3) Intangible assets
Business combinations are accounted for by applying the acquisition method. Goodwill represents the difference between the cost of the acquisition and the fair value of the net identifiable assets acquired. Identifiable intangibles are those which can be sold separately, or which arise from legal rights regardless of whether those rights are separable.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised but tested annually for impairment.
Goodwill arising on acquisitions is attributable to operational synergies and earnings potential expected to be realised over the longer term.
The intangible assets other than goodwill are in respect of the customer relationships, brand and distribution catalogue acquired in respect of the acquisition of The Edge, Tern Television Productions and Raw Cut Ventures Limited ("Raw Cut") and in each case, are amortised over the expected life of the earnings associated with the asset acquired.
Brands, customer relationships Over 5 - 10 years
Distribution catalogue Over 5 years
Order book Over 4 years
Software Over 2 years
Brands and customer relationships relate to the acquisition of Tern Television Productions, The Edge and Raw Cut. They are amortised over a period of five to ten years. At 31 December 2025 there was nil remaining useful life for Tern Television Productions, under eight years for The Edge and four to nine years for Raw Cut (2024: nil years remaining for Tern Television Productions, under nine years for The Edge and five to ten years for Raw Cut).
The distribution catalogue intangible asset on the acquisition of Tern Television Productions was amortised over five years and as at 31 December 2025 the remaining useful life was nil (2024: nil). It is amortised over five years for Raw Cut with under four years remaining (2024: under five years remaining)
The order book intangible asset on the acquisition of Raw Cut is amortised over four years with under three years remaining (2024: under four years).
The software relates to a finance system that is used across the Group and website improvements.
3.4) Leased assets
For any new contracts the Group considers whether a contract is, or contains, a lease. A lease is defined as 'a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration'. To apply this definition the Group assesses whether the contract meets three key evaluations which are whether:
· the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; and
· the Group has the right to obtain substantially all the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and
· the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct 'how and for what purpose' the asset is used throughout the period of use.
At lease commencement date, the Group recognises a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any costs to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received).
The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The Group also assesses the right-of-use asset for impairment when such indicators exist.
At the commencement date, the Group measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the Group's incremental borrowing rate.
Lease payments included in the measurement of the lease liability are made up of fixed payments, variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.
Subsequent to initial measurement, the liability will be reduced for payments made and increased for interest. It is remeasured to reflect any reassessment or modification.
When the lease liability is remeasured, the corresponding adjustment is reflected in the right-of-use asset, or income statement if the right-of-use is already reduced to zero. The Group has elected to account for short-term leases and leases of low-value assets using the practical expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to these are recognised as an expense in the income statement on a straight-line basis over the lease term.
3.5) Inventories
Inventories comprise:
· cumulative costs incurred in relation to unpublished titles or events, less provision for future losses, and are valued based on direct costs plus attributable overheads based on a normal level of activity; no element of profit is included in the valuation of inventories; and
· inventories comprise costs of unsold publishing stock and costs on projects that are incomplete at the year-end less any amounts recognised as cost of sales.
3.6) Impairment of assets
For the purposes of assessing impairment, non-financial assets are grouped at the lowest levels for which there are separately identifiable cashflows (cash-generating units). As a result, some assets are tested individually for impairment, and some are tested at the cash-generating unit level.
Goodwill is allocated to those cash generating units that are expected to benefit from the synergies of the related business combination and represent the lowest level within the Group at which Management monitors the related cashflows. Goodwill and other individual assets or cash-generating units are tested for impairment annually or whenever events/changes in circumstances indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of fair value, reflecting market conditions less costs to sell, and value in use based on an internal discounted cashflow evaluation. Impairment losses recognised for cash-generating units, to which goodwill has been allocated, are credited initially to the carrying amount of goodwill. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit. Except for goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist.
3.7) Current and deferred taxation
Current tax is the tax currently payable based on taxable profit/(loss) for the year.
Deferred income taxes are calculated using the liability method on temporary differences. Deferred tax is generally provided on the difference between the carrying amounts of assets and liabilities and their tax bases.
Deferred tax is not recognised in respect of:
· the initial recognition of goodwill that is not tax deductible; and
· the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. In addition, tax losses available to be carried forward as well as other income tax credits to the Group are assessed for recognition as deferred tax assets.
Deferred tax liabilities are provided in full, with no discounting. Deferred tax assets are recognised to the extent that it is probable that the underlying deductible temporary differences will be able to be offset against future taxable income. Current and deferred tax assets and liabilities are calculated at tax rates and laws that are expected to apply to their respective year of realisation, provided they are enacted or substantively enacted at the reporting date.
Changes in deferred tax assets or liabilities are recognised as a component of tax expense in the income statement, except where they relate to items that are charged or credited directly to equity in which case the related deferred tax is also charged or credited directly to equity.
3.8) Financial instruments
Recognition of financial instruments
Financial assets and liabilities are recognised on the Group's Statement of financial position when the Group becomes a party to the contractual provisions of the instrument.
Financial assets
Initial and subsequent measurement of financial assets
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and other short-term deposits held by the Company with maturities of less than three months.
Trade and other receivables
Trade receivables are initially measured at fair value. Other receivables are initially measured at fair value plus transaction costs. Receivables are subsequently measured at amortised cost using the effective interest rate method.
Impairment of trade receivables
For trade receivables, expected credit losses are measured by applying an expected loss rate to the gross carrying amount. The expected loss rate comprises the risk of a default occurring and the expected cashflows on default based on the aging of the receivable. The risk of a default occurring always takes into consideration all possible default events over the expected life of those receivables ("the lifetime expected credit losses"). Different provision rates and periods are used based on groupings of historic credit loss experience by product type, customer type and location.
Impairment losses and any subsequent reversals of impairment losses are adjusted against the carrying amount of the receivable and are recognised in profit or loss.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Initial and subsequent measurement of financial liabilities
Trade and other payables
Trade and other payables are initially measured at fair value, net of direct transaction costs and subsequently measured at amortised cost.
Loan notes
Loan notes are initially recognised at fair value, adjusted for transaction costs, and subsequently measured at amortised cost using the effective interest rate method.
Finance charges, including premiums payable on settlement and direct issue costs, are accounted for on an effective interest method and are added to the carrying amount of the instrument to the extent that they are not settled in the year in which they arise.
Contingent consideration
The acquisition-date fair value of any contingent consideration is recognised as part of the consideration transferred by the Group in exchange for the acquiree. Changes in the fair value of contingent consideration that result from additional information obtained during the measurement period (maximum one year from the acquisition date) about facts and circumstances that existed at the acquisition date are adjusted retrospectively against goodwill. Other changes resulting from events after the acquisition date are recognised in profit or loss.
The Group assesses the fair value of contingent consideration liabilities on an annual basis, taking into account changes in circumstances and updated information regarding the probability and timing of payment. Any adjustments to the fair value of contingent consideration liabilities are recognised as an Adjusting Item in the income statement and changes due to discounting are recognised in the income statements.
Equity instruments
Equity instruments issued by the Company are recorded at fair value on initial recognition net of transaction costs.
Derecognition of financial assets (including write-offs) and financial liabilities
A financial asset (or part thereof) is derecognised when the contractual rights to cashflows expire or are settled, or when the contractual rights to receive the cashflows of the financial asset and substantially all the risks and rewards of ownership are transferred to another party.
When there is no reasonable expectation of recovering a financial asset it is derecognised ("written off").
The gain or loss on derecognition of financial assets measured at amortised cost is recognised in profit or loss.
A financial liability (or part thereof) is derecognised when the obligation specified in the contract is discharged, cancelled or expires.
Any difference between the carrying amount of a financial liability (or part thereof) that is derecognised, and the consideration paid is recognised in profit or loss.
3.9) Employee benefits
Equity settled share-based payments
Where employees are rewarded using equity settled share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the instrument granted to the employee. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions.
All equity-settled share-based payments are ultimately recognised as an expense in the income statement with a corresponding credit to reserves.
If vesting periods apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Estimates are revised subsequently if there is any indication that the number of share options expected to vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current year. No adjustment is made to any expense recognised in prior years if share options that have vested are not exercised.
Retirement benefits
Obligations for contributions to defined contribution pension plans are recognised as an expense in the income statement when they are due.
3.10) Provisions
Provisions are recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation; and the amount can be reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. Any increase in the provision due to the passage of time is recognised as interest expense.
3.11) Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance-sheet date and the gains or losses on translation are included in the income statement.
3.12) Significant judgements and estimates
The preparation of consolidated financial statements in accordance with UK-adopted International Accounting Standards requires the Group to make estimates and assumptions that affect the application of policies and reported amounts. Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are discussed below.
i) Judgements
Revenue recognition
The main judgements regarding revenue recognition relate to TV production and content production revenue. The Group considers the production and licence elements to be a combined performance obligation to be satisfied and recognised over time. This is explained in note 3.1.
ii) Estimates
Revenue recognition
The main estimate regarding revenue recognition relates to TV production and content production revenue where the Group applies the cost-to-cost method, with progress measured by reference to internal and external costs incurred compared to the agreed budget. This is explained in note 3.1.
Impairment of goodwill and intangible assets
The Group is required to test, at least annually, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cashflows and the choice of a suitable discount rate to calculate the present value of these cashflows. Actual outcomes could vary. See note 13 for details of how these judgements are made and the estimation sensitivities disclosed.
Valuation of contingent consideration
The contingent consideration payable in relation to the acquisition of Raw Cut has been measured at its fair value using a Monte Carlo simulation where the EBITDA for year 1 is based on actual performance and year 2 is an independent, normally distributed random variable. Values have been calculated for both years and in total and the average represents the fair value. Estimated sensitivity has been disclosed in note 21.
Valuation of intangibles arising on acquisition
The intangible assets arising on acquisitions have been valued using the income approach. This involves forecasting the expected future economic benefits attributable to an asset and calculating the net present value of these future economic benefits using an appropriate asset-specific discount rate. The discount rate used has factored in the market rate of return, the specific risks associated with the industry as well as the risk associated with the asset being valued.
3.13) Segmental reporting
In identifying its operating segments, Management follows the Group's service lines, which represent the main products and services provided by the Group. The activities undertaken by the TV segment include the production of television content. The Content Production segment includes brand and corporate film production, and radio and podcast production.
Each of these operating segments is managed separately as each service line requires different resources as well as marketing approaches. All inter-segment transfers are carried out at arm's length prices.
The measurement policies the Group uses for segment reporting under IFRS 8 are the same as those used in its financial statements.
4) SEGMENTAL INFORMATION AND REVENUE
Segmental information
The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the board of Directors, who categorise the Group's two service lines as two operating segments: Television and Content Production. These operating segments are monitored, and strategic decisions are made on the basis of adjusted segment operating results.
|
|
TV |
Content Production |
Central and plc |
Total |
|
|
||||||||||||||
|
|
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|
|||||||||||
|
Continuing operations |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|||||||||||
|
Revenue |
28,820 |
20,250 |
12,642 |
12,058 |
- |
- |
41,462 |
32,308 |
|
|||||||||||
|
Adjusted EBITDA* |
2,837 |
1,627 |
980 |
1,769 |
(1,964) |
(1,886) |
1,853 |
1,510 |
|
|||||||||||
|
Depreciation |
(421) |
(391) |
(106) |
(216) |
(549) |
(245) |
(1,076) |
(852) |
|
|||||||||||
|
Amortisation |
(188) |
(137) |
(291) |
(291) |
(10) |
(18) |
(489) |
(446) |
|
|||||||||||
|
Adjusting items and acquisition costs |
(89) |
(1,026) |
(238) |
(75) |
(2,146) |
11 |
(2,473) |
(1,090) |
|
|||||||||||
|
Operating profit/(loss) |
2,139 |
73 |
345 |
1,187 |
(4,669) |
(2,138) |
(2,185) |
(878) |
|
|||||||||||
|
Finance costs |
(40) |
(13) |
(9) |
(7) |
(412) |
(508) |
(461) |
(528) |
|
|||||||||||
|
Finance income |
3 |
5 |
7 |
9 |
5 |
12 |
15 |
26 |
|
|||||||||||
|
Profit/(loss)before tax |
2,102 |
65 |
343 |
1,189 |
(5,076) |
(2,634) |
(2,631) |
(1,380) |
|
|||||||||||
|
Taxation credit/(charge) |
295 |
31 |
13 |
(193) |
(226) |
996 |
82 |
834 |
|
|||||||||||
|
Profit/(loss) for the year |
2,397 |
96 |
356 |
996 |
(5,302) |
(1,638) |
(2,549) |
(546) |
|
|||||||||||
|
Segment assets |
4,739 |
5,916 |
6,145 |
6,264 |
9,049 |
11,095 |
19,933 |
23,275 |
|
|||||||||||
|
Segment liabilities |
5,478 |
(8,805) |
(1,233) |
(2,439) |
(23,002) |
(8,551) |
(18,757) |
(19,795) |
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Other segmental items: |
|
|
|
|
|
|
||||||||||||||
|
Expenditure on intangible assets |
- |
- |
- |
- |
- |
20 |
- |
20 |
|
|||||||||||
|
Expenditure on tangible assets |
194 |
942 |
12 |
52 |
333 |
25 |
540 |
1,019 |
|
|||||||||||
* Adjusted EBITDA is defined as earnings before interest, tax, depreciation, amortisation and adjusting items as set out in note 8.
Items included under 'Central and plc' do not constitute an operating segment and relate mainly to Group activities based in the United Kingdom. Central and plc costs relate to Directors, support functions and costs resulting from being listed.
In July 2024, the operations of the Video Marketing and Branded Content division of Zinc Communicate were discontinued and in September 2024, the trade and assets of the Publishing division of Zinc Communicate were sold. These were previously part of the Content Productions operating segment of the Group. These discontinued operations for 2024 are set out in Note 11.
The internal reporting of the Group's performance does not require that costs and/or Statement of financial position information is gathered based on the geographical streams.
The Group's principal operations are in the United Kingdom. The geographical split of revenue from external customers is set out below:
|
|
2025 |
2024 |
|
United Kingdom |
£23.0m |
£16.9m |
|
Middle East |
£8.5m |
£5.0m |
|
Rest of the World |
£10.0m |
£10.4m |
|
Total |
£41.5m |
£32.3m |
There were two customers that accounted for more than 10% of Group revenue in the year, one customer that accounted for £9.4m or 23% of Group revenue and one customer that accounted for £5.2m or 13% of Group revenue (2024: one customer accounted for £4.8m or 15% of Group revenue, one for £4.7m or 14% of Group revenue and one for £4.0m or 12% of Group revenue). Within these two customers there are multiple separate buyers and commissioners with separate budgets, and the customers are multi-billion pound blue-chip organisations.
Non-current assets are all located in the Group's country of domicile.
Revenue
Contract balances
The following table provides information about receivables, contract assets and contract liabilities from contracts with customers.
|
|
|
|
|
|
|
|
2025 |
2024 |
|
|
|
|
|
|
|
|
£'000 |
£'000 |
|
Receivables, which are included in Trade and other receivables |
3,988 |
3,180 |
||||||
|
Contract assets |
|
|
|
|
|
1,085 |
1,399 |
|
|
Contract liabilities |
|
|
|
|
|
(3,592) |
(4,196) |
|
The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on contracts with customers. The contract assets are transferred to receivables when the milestones per the production agreements are met and an invoice is raised. The contract liabilities primarily relate to the advance consideration received from customers for production related contracts, for which revenue is recognised on the percentage stage of completion of the production.
Significant changes in the contract assets and the contract liabilities balances during the year are as follows.
|
|
2025 |
|
|
|
Contract assets |
Contract liabilities |
|
|
£'000 |
£'000 |
|
At 1 January 2025 |
1,399 |
(4,196) |
|
Revenue recognised that was included in the contract liability balance at the beginning of the period |
- |
4,196 |
|
Increases due to cash received, excluding amounts recognised as revenue during the period |
- |
(3,592) |
|
Transfers from contract assets recognised at the beginning of the period to receivables |
(1,399) |
- |
|
Increases as a result of changes in measure of progress |
1,085 |
- |
|
At 31 December 2025 |
1,085 |
(3,592) |
Transaction price allocated to the remaining performance obligations
The Group has applied the practical expedient in paragraph 121 of IFRS 15 and chosen not to disclose information relating to performance obligations for contracts that had an original expected duration of one year or less, or where the right to consideration from a customer is an amount that corresponds directly with the value of the completed performance obligations.
5) EXPENSES BY NATURE
Costs from continuing operations consist of:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Cost of sales |
|
|
|
Production costs |
22,069 |
16,062 |
|
Salary costs |
2,026 |
1,656 |
|
Royalties and distribution costs |
605 |
198 |
|
Total cost of sales |
24,700 |
17,916 |
|
Operating expenses |
|
|
|
Salary costs |
10,928 |
9,686 |
|
Leases on premises |
19 |
21 |
|
Other administrative expenses |
3,932 |
3,216 |
|
Foreign exchange loss/(gain) |
30 |
(41) |
|
Adjusting items (note 8) |
2,473 |
1,090 |
|
Depreciation and amortisation |
1,565 |
1,298 |
|
Total operating expenses |
18,947 |
15,270 |
Auditor, tax and share option advisor fees are included in other administrative expenses. The auditor did not provide any non-audit services in the current year. During 2024 (prior to being appointed auditor), Hays Mac LLP provided transaction services following a competitive appointment. The fee for statutory audit services was as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Statutory audit services |
|
|
|
Annual audit of the Company and the consolidated accounts |
175 |
228 |
6) STAFF COSTS
Staff costs from continuing operations, including Directors, consist of:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Wages and salaries |
10,238 |
10,438 |
|
Social security and other costs |
1,243 |
1,168 |
|
Pension costs |
509 |
500 |
|
Share-based payment charge |
6 |
168 |
|
Consideration paid in shares |
35 |
32 |
|
Total |
12,031 |
12,306 |
The average number of employees (including Directors) employed by the Group for continuing operations during the year was:
|
|
2025 |
2024 |
|
Zinc Television |
117 |
118 |
|
Content Production |
57 |
56 |
|
Central and plc |
11 |
12 |
|
Total |
185 |
186 |
The Directors consider that the key Management comprises the Directors of the Company, and their emoluments are set out below:
Directors' emoluments
|
|
Salaries And fees |
Bonus |
Shares issued in lieu of fees |
Pension |
2025 Total remuneration received by Directors |
2024 Total remuneration received by Directors |
|
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Executive Directors |
|
|
|
|
|
|
|
|
Mark Browning |
370 |
100 |
- |
37 |
507 |
547 |
|
|
Laura McGaughey1 |
35 |
|
|
3 |
38 |
- |
|
|
Will Sawyer2 |
180 |
- |
- |
18 |
198 |
278 |
|
|
Non-executive Directors |
|
|
|
|
|
|
|
|
Christopher Satterthwaite (Chairman) |
50 |
- |
35 |
- |
85 |
84 |
|
|
Nicholas Taylor3 |
- |
- |
- |
- |
- |
31 |
|
|
Andrew Garard |
35 |
- |
- |
- |
35 |
34 |
|
|
Kathryn Herrick4 |
35 |
- |
- |
- |
35 |
9 |
|
|
|
705 |
100 |
35 |
58 |
898 |
983 |
|
1 Appointed to the Board on 22nd November 2025
2 Resigned on 22nd November 2025
3 Resigned on 30th November 2024
4 Appointed to the Board on 1st October 2024
The CEO bonus potential is set at 100% of base salary, and the CFO bonus at 50% of base salary. Financial performance targets are set at the start of each financial year. Will Sawyer, previous CFO departed the company during 2025 and therefore did not receive a bonus. The Board has determined the CEO receive a proportion of his bonus due to the Group achieving its strongest EBITDA performance to date and the successful integration of Raw Cut, its 2024 acquisition; however this has not been awarded at target level to reflect the continued headwinds in the UK production market.
The 2025 total includes £33k of tax paid by the Company on behalf of Directors that arose on the exercise of Enterprise Management Incentives ("EMI") share options in line with the terms of the share options granted to Directors in 2020 and may otherwise have been funded by the Directors' selling shares.
Key Management personnel compensation
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Short term employee benefits (includes employers NICs) |
927 |
997 |
|
Post-employment benefits |
58 |
66 |
|
Shares (includes employers NICs) |
40 |
39 |
|
Share-based payments (credit)/charge |
(40) |
110 |
|
Total |
985 |
1,212 |
The amount for share-based payments credit (see note 7) which relates to the Directors was £40k
(2024: £110k charge).
7) SHARE-BASED PAYMENTS
The charge for share-based payments arises from the following schemes:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
EMI share option scheme |
7 |
77 |
|
Unapproved share option scheme |
(1) |
91 |
|
Total |
6 |
168 |
The share-based payment charge for options granted since February 2020 are calculated using a Stochastic model and options granted prior to February 2020 have been valued using the Black Scholes model.
Share options held by Directors are disclosed in the Directors' report.
Share option schemes
Under the terms of the EMI and unapproved share option schemes, the Board may offer options to purchase ordinary share options to employees and other individuals. Share options granted under the Group's schemes are normally exercisable for a ten-year period. The vesting period is from the date of grant up to ten years. Some of the EMI share options and unapproved share options have market criteria that mean they only vest if the share price is at a minimum level at that point.
Details of the number of share options and the weighted average exercise price ("WAEP") outstanding during the year are as follows:
|
Unapproved share option scheme
|
|
|
|
|
|
|
2025 |
2024 |
||
|
|
Number |
WAEP £ |
Number |
WAEP £ |
|
Outstanding at the beginning of the year |
1,420,338 |
0.022 |
913,151 |
0.033 |
|
Granted |
- |
- |
507,187 |
0.001 |
|
Exercised during the year |
(441,273) |
0.001 |
- |
- |
|
Lapsed during the year |
(237,115) |
0.001 |
- |
- |
|
Outstanding at the end of the year |
741,950 |
0.041 |
1,420,338 |
0.022 |
|
Exercisable at the end of the year |
30,605 |
- |
471,878 |
- |
|
EMI Share option scheme |
|
|
|
|
|
||||
|
|
|
|
|
|
|||||
|
|
2025 |
2024 |
|||||||
|
|
Number |
WAEP £ |
Number |
WAEP £ |
|||||
|
Outstanding at the beginning of the year |
1,062,189 |
0.439 |
880,837 |
0.555 |
|||||
|
Granted during the year |
549,618 |
0.628 |
204,158 |
0.001 |
|||||
|
Lapsed during the year |
(295,115) |
0.322 |
(22,806) |
0.540 |
|||||
|
Transferred to unapproved scheme |
- |
- |
- |
- |
|||||
|
Exercised during the year |
- |
- |
- |
- |
|||||
|
Outstanding at the end of the year |
1,316,692 |
0.579 |
1,062,189 |
0.439 |
|||||
|
Exercisable at the end of the year |
275,980 |
|
236,072 |
|
|||||
The options outstanding as at 31 December 2025 have the following exercise prices and expire in the following financial years:
|
|
|
|
|
|
|
Expiry |
Grant Date |
Exercise Price |
2025 |
2024 |
|
|
|
£ |
No. |
No. |
|
December 2026 |
December 2016 |
3.75 |
4,000 |
4,000 |
|
November 2027 |
November 2017 |
3.75 |
4,000 |
4,000 |
|
April 2028 |
April 2018 |
4.15 |
4,000 |
4,000 |
|
November 2028 |
November 2018 |
2.00 |
6,000 |
6,000 |
|
February 2030 |
February 2020 |
0.0013 |
237,115 |
441,273 |
|
June 2031 |
June 2021 |
0.0013 |
237,115 |
711,345 |
|
June 2031 |
June 2021 |
0.6695 |
260,237 |
268,237 |
|
November 2031 |
November 2021 |
0.7060 |
202,511 |
202,511 |
|
December 2032 |
December 2022 |
0.8750 |
79,816 |
129,816 |
|
December 2034 |
August 2024 |
0.0013 |
474,230 |
711,345 |
|
May 2035 |
May 2025 |
0.6280 |
549,618 |
- |
|
|
|
|
2,058,642 |
2,482,527 |
During the year, 441,273 Unapproved options were exercised by two Directors (2024: nil); the aggregate amount of gains on the shares exercised by the Directors was £141k (2024: £Nil).
Options are forfeited at the discretion of the Board if an employee leaves the Group before the options vest. The Share Option Plan provides for the grant of both tax-approved Enterprise Management Incentives ("EMI") options and unapproved options. The model used to calculate a share option charge involves using several estimates and judgements to establish the appropriate inputs, covering areas such as the use of an appropriate interest rate and dividend rate, exercise restrictions and behavioural considerations. A significant element of judgement is therefore involved in the calculation of the charge.
8) ADJUSTING ITEMS
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Continuing adjusting items
|
|
|
|
Reorganisation and restructuring costs |
(534) |
(129) |
|
Acquisition costs |
(227) |
(847) |
|
Share-based payment charge |
(6) |
(168) |
|
Unrealised foreign exchange loss |
(132) |
- |
|
Loss on disposal of tangible assets |
(15) |
(13) |
|
Tax arising on share options paid by the Company |
(33) |
- |
|
Change in fair value of contingent consideration in respect of Raw Cut |
(1,450) |
- |
|
Change in fair value of contingent consideration in respect of The Edge |
(76) |
67 |
|
Total |
(2,473) |
(1,090) |
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Discontinued adjusting items
|
|
|
|
Loss on disposal of trade and assets (note 11) |
- |
(1,386) |
|
Reorganisation and restructuring costs (note 11) |
- |
(209) |
|
Total |
- |
(1,595) |
Adjusting items are presented separately as, due to their nature or for the infrequency of the events giving rise to them, this allows shareholders to understand better the elements of financial performance for the year, to facilitate comparison with prior years and to assess better the trends of financial performance.
Reorganisation and restructuring costs
Management made changes to operational roles across the Group to improve efficiency and decision making. The non-recurring element of the costs has been presented as adjusting to enable a more refined evaluation of financial performance.
Acquisition costs
Acquisition costs represent costs incurred in the acquisition of Raw Cut Ventures Limited. These costs are non-recurring in nature and are therefore treated as an adjusting item for Management to better understand the underlying performance of the Group during the year. These costs are included in operating activities in the cashflow statement.
Unrealised Foreign Exchange Loss
Unrealised foreign exchange losses arise on the retranslation of monetary assets and liabilities denominated in foreign currencies at the reporting date. These movements are driven by fluctuations in exchange rates and do not reflect realised cash flows during the period.
Given the volatility and external nature of foreign exchange movements, Management has classified these losses as adjusting items to provide a clearer understanding of the underlying trading performance of the Group.
Change in fair value of Raw Cut contingent consideration
The contingent consideration in respect of Raw Cut acquisition has been remeasured based on latest forecasts. Raw Cut's base earnout targets are forecast to be exceeded.
Change in fair value of The Edge contingent consideration
The contingent consideration in respect of The Edge acquisition has been remeasured based on final agreed performance. The consideration is expected to be settled in 2026.
Share-based payment charge
This represents the expense recognised by the Group in relation to services received from employees following the grant of share options.
Tax on share options
The tax paid by the Company on behalf of Directors arose on the exercise of Unapproved share options in line with the terms of the share options granted to Directors in 2020 and may otherwise have been funded by the Directors' selling shares.
Loss on disposal of trade and assets
This represents the loss incurred on the disposal of the trade and assets of the Publishing division of Zinc Communicate in the prior year. These costs were non-recurring in nature and were therefore treated as an adjusting item for Management to better understand the underlying performance of the Group during the prior year. These costs were included within discontinued operations in operating activities in the cashflow statement.
9) FINANCE COSTS
|
|
2025 |
2024 |
|
Finance costs |
£'000 |
£'000 |
|
Interest payable on borrowings |
(286) |
(306) |
|
Interest on unwinding of present value of contingent consideration |
(95) |
(184) |
|
Interest payable on lease liabilities |
(80) |
(38) |
|
Finance costs |
(461) |
(528) |
|
Finance income |
|
|
|
Interest received |
15 |
26 |
|
Net finance costs |
(446) |
(502) |
10) INCOME TAX EXPENSE
Taxation credit
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Current tax credit on continuing operations: |
|
|
|
Current tax credit |
40 |
169 |
|
Credit in respect of prior periods |
14 |
158 |
|
|
54 |
327 |
|
Deferred tax |
|
|
|
Origination and reversal of temporary differences |
(487) |
(1,161) |
|
Effect of change in UK corporation tax rate |
- |
- |
|
Adjustments in respect of prior periods |
351 |
- |
|
|
(136) |
(1,161) |
|
|
|
|
|
Total income tax credit |
(82) |
(834) |
Reconciliation of taxation credit:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Loss before tax |
(2,631) |
(1,380) |
|
Taxation credit at UK corporation tax rate of 25% (2023: 23.5%) |
(658) |
(345) |
|
Other non-taxable non-deductible expenses/(income) |
560 |
1,906 |
|
Income not taxable in determining taxable loss |
(122) |
(1,527) |
|
Tax losses not recognised |
- |
- |
|
Group relief claimed |
- |
(399) |
|
Temporary timing differences |
18 |
34 |
|
Overseas tax |
- |
(3) |
|
Adjustments to tax/deferred tax charge in respect of previous years |
- |
58 |
|
Charge in respect of prior periods |
(1) |
100 |
|
Movement in deferred tax not recognised |
122 |
(658) |
|
Total income tax credit |
(82) |
(834) |
The headline corporation tax rate of 25% applies throughout the 2025 period end. A 25% deferred tax rate also applies due to there being no announced upcoming changes in the rate of corporation tax.
11) DISCONTINUED OPERATIONS
There are no discontinued operations in 2025. In July 2024, the operations of the Video Marketing and Branded Content division of Zinc Communicate were discontinued and in September 2024, the trade and assets of the Publishing division of Zinc Communicate were sold. These were previously part of the Content Productions operating segment of the Group (see note 4).
Losses from discontinued operations are as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
|
|
|
|
Revenue |
- |
1,776 |
|
Expenses |
- |
(2,369) |
|
Adjusted EBITDA loss |
- |
(593) |
|
Loss on disposal of trade and assets (note 8) |
- |
(1,386) |
|
Reorganisation and restructuring costs (note 8) |
- |
(209) |
|
Amortisation and depreciation |
- |
(55) |
|
Loss before tax from discontinued operations |
- |
(2,243) |
|
Income tax |
- |
(710) |
|
Loss after tax from discontinued operations |
- |
(2,953) |
|
|
|
|
The loss relating to the discontinuation of this operating segment has been eliminated from profit or loss from the Group's continuing operations and is shown as a single line item in the Consolidated income statement.
12) EARNINGS PER SHARE
Basic earnings/(loss) per share ("EPS") for the period is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.
When the Group makes a profit from continuing operations, diluted EPS equals the profit attributable to the Company's ordinary shareholders divided by the diluted weighted average number of issued ordinary shares. When the Group makes a loss from continuing operations, diluted EPS equals the loss attributable to the Company's ordinary shareholders divided by the basic (undiluted) weighted average number of issued ordinary shares. This ensures that EPS on losses is shown in full and not diluted by unexercised share options or awards.
|
13) INTANGIBLE ASSETS
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|||||||
|
|
Goodwill |
Brands |
Customer relationships |
Software |
Distribution catalogue |
Order book |
Total |
|
||||||
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£000 |
|
||||||
|
Cost |
|
|
|
|
|
|
|
|
||||||
|
At 31 December 2023 |
10,456 |
2,143 |
4,753 |
292 |
443 |
119 |
18,206 |
|
||||||
|
Additions |
- |
- |
- |
20 |
- |
- |
20 |
|
||||||
|
Acquired through business combinations |
1,057 |
721 |
229 |
- |
267 |
67 |
2,341 |
|
||||||
|
Disposals and retirements |
- |
- |
- |
(61) |
- |
- |
(61) |
|
||||||
|
At 31 December 2024 |
11,513 |
2,864 |
4,982 |
251 |
710 |
186 |
20,506 |
|
||||||
|
At 31 December 2025 |
11,513 |
2,864 |
4,982 |
251 |
710 |
186 |
20,506 |
|
||||||
|
Amortisation and impairment |
|
|
|
|
|
|
|
|
||||||
|
At 31 December 2023 |
(5,898) |
(853) |
(3,402) |
(270) |
(443) |
(119) |
(10,985) |
|
||||||
|
Charge for the year |
- |
(180) |
(257) |
(7) |
(9) |
(3) |
(456) |
|
||||||
|
Disposals and retirements |
- |
- |
- |
41 |
- |
- |
41 |
|
||||||
|
At 31 December 2024 |
(5,898) |
(1,033) |
(3,659) |
(236) |
(452) |
(122) |
(11,400) |
|
||||||
|
Charge for the year |
- |
(220) |
(191) |
(10) |
(53) |
(15) |
(489) |
|
||||||
|
At 31 December 2025 |
(5,898) |
(1,253) |
(3,850) |
(246) |
(505) |
(137) |
(11,889) |
|
||||||
|
Net Book Value |
|
|
|
|
|
|
|
|
||||||
|
At 31 December 2025 |
5,615 |
1,611 |
1,132 |
5 |
205 |
49 |
8,617 |
|
||||||
|
At 31 December 2024 |
5,615 |
1,831 |
1,323 |
15 |
258 |
64 |
9,106 |
|
||||||
Impairment Tests for Goodwill
Goodwill by cash generating unit ("CGU") is:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Tern TV CGU |
1,444 |
1,444 |
|
London and Manchester TV CGU |
1,611 |
1,611 |
|
The Edge CGU |
1,503 |
1,503 |
|
Raw Cut CGU |
1,057 |
1,057 |
|
Total |
5,615 |
5,615 |
Goodwill is not amortised but tested annually for impairment with the recoverable amount being determined from value in use calculations. The key assumptions for the value in use calculations are those regarding the discount rate, growth rates, gross margins and forecasts in new business.
The Group assessed whether the carrying value of goodwill was supported by the discounted cashflow forecasts of each operating segment based on financial forecasts approved by Management, taking into account both past performance and expectations for future market developments. Management has used a perpetuity model (5-year Group forecast and GDP growth rate in perpetuity). Management estimates the discount rate using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to media businesses.
The 2026 business unit forecasts are based on the budget set for the year. In TV a growth rate of 2%has been used for the following years into perpetuity. Management believes the 2% growth rate is a cautious assumption which may be significantly lower than the growth rate Management would expect to achieve.
In evaluating the recoverable amount, the discounted cashflow methodology has been employed, which is based on assumptions and judgements related to forecasts, margins, discount rates and working capital needs. These estimates will differ from actuals in the future and could therefore lead to material changes to the recoverable amounts. The key assumptions used for estimating cashflow projections in the Group's impairment testing are those relating to EBITDA growth, which take account of the businesses' expectations for the projection period. These expectations consider the macroeconomic environment, industry and market conditions, the unit's historical performance and any other circumstances particular to the unit, such as business strategy and client mix.
The cash generating units operate in a similar media landscape and the pre-tax discount rate applied across the segments for period ended 31 December 2025 was 13.3% (2024: 13.3%). A sensitivity analysis of an increase in the discount rate by 1% is shown below.
Changes in assumptions can have a significant effect on the recoverable amount and therefore the value of the impairment recognised.
|
Assumption |
Judgement |
Sensitivity |
|
Discount rate |
As indicated above the rate used is 13.3%. |
An increase in the discount rate by 5% will result in no impairment charge.
|
|
Revenue |
TV's, Raw Cut's and The Edge CGU revenue for 2026 is forecast to increase.
|
If there is a 20% shortfall in production revenue versus FY26 forecasts and associated production overhead savings are made there would be no impairment charge, and if no production overhead savings are made then a 10% shortfall in production revenue would result in no impairment charge.
|
|
EBITDA growth rate |
An average rate of 2% has been used for financial year 2026 onwards. |
If a 0% average growth rate was applied for 2026 onwards there would be no impairment in any of the CGUs.
|
Sensitivity analysis using reasonable variations in the assumptions shows no indication of impairment.
14) PROPERTY, PLANT AND EQUIPMENT
|
|
Short leasehold land and buildings |
Motor vehicles |
Office and computer equipment |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cost |
|
|
|
|
|
At 31 December 2023 |
448 |
21 |
2,589 |
3,058 |
|
Additions |
16 |
- |
170 |
186 |
|
Acquired through business combinations |
- |
- |
22 |
22 |
|
Disposals and retirements |
(8) |
- |
(104) |
(112) |
|
At 31 December 2024 |
456 |
21 |
2,677 |
3,154 |
|
Additions |
- |
- |
538 |
538 |
|
Disposals and retirements |
(7) |
- |
- |
(7) |
|
At 31 December 2025 |
449 |
21 |
3,215 |
3,685 |
|
Depreciation |
|
|
|
|
|
At 31 December 2023 |
(341) |
(16) |
(1,685) |
(2,042) |
|
Charge for the period |
(80) |
(1) |
(479) |
(560) |
|
Disposals and retirements |
2 |
- |
46 |
48 |
|
At 31 December 2024 |
(419) |
(17) |
(2,118) |
(2,554) |
|
Charge for the period |
(21) |
(4) |
(510) |
(535) |
|
At 31 December 2025 |
(440) |
(21) |
(2,628) |
(3,089) |
|
Net book value |
|
|
|
|
|
At 31 December 2025 |
9 |
- |
587 |
596 |
|
At 31 December 2024 |
37 |
4 |
559 |
600 |
15) INVENTORIES
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Work in progress |
94 |
139 |
|
Total Inventories |
94 |
139 |
Work in progress includes production costs incurred on productions where the percentage of completion is lower than the external costs spent to date.
16) TRADE AND OTHER RECEIVABLES
|
|
2024 |
2024 |
|
|
£'000 |
£'000 |
|
Current |
|
|
|
Trade receivables |
3,988 |
3,180 |
|
Prepayments |
516 |
621 |
|
Other receivables |
843 |
1,012 |
|
Contract assets |
1,085 |
1,399 |
|
Total |
6,432 |
6,212 |
The carrying amount of trade and other receivables approximates to their fair value. The creation and release of provision for impaired receivables have been included in administration expenses in the income statement.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of asset above. The Group does not hold any collateral as security for trade receivables. The Group is not subject to any significant concentrations of credit risk.
There is no expected credit loss in relation to contract assets recognised because the measure of expected credit losses is not material to the financial statements.
Impairment of financial assets
The Group's credit risk management practices and how they relate to the recognition and measurement of expected credit losses are set out below.
Definition of default
The loss allowance on all financial assets is measured by considering the probability of default.
Receivables are considered to be in default when the principal or any interest is significantly more than the associated credit terms past due, based on an assessment of past payment practices and the likelihood of such overdue amounts being recovered.
Write-off policy
Receivables are written off by the Group when there is no reasonable expectation of recovery, such as when the counterparty is known to be going bankrupt, or into liquidation or administration.
Impairment of trade receivables and contract assets
The Group calculates lifetime expected credit losses for trade receivables using a portfolio approach. Receivables are grouped based on the credit terms offered and the type of product sold. The probability of default is determined at the year-end based on the aging of the receivables and historical data about default rates on the same basis. That data is adjusted if the Group determines that historical data is not reflective of expected future conditions due to changes in the nature of its customers and how they are affected by external factors such as economic and market conditions.
In relation to the Television division, the Directors do not believe there are any other forward-looking factors to consider in calculating the loss allowance provision as at 31 December 2025 (2024: £nil). No expected loss provision has been recognised as the Directors expect any loss to be immaterial.
No expected credit loss is expected for contract assets (2024: £nil).
Television 2025
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Trade receivables: |
Aging 0-30 days |
30-60 days |
60-90 days |
90-120 days |
120-150 days |
150-365 days |
Over 365 days |
Total 2025 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Gross carrying amount (£'000) |
1,104 |
108 |
(6) |
12 |
2 |
15 |
7 |
1,242 |
|||||||||
|
Loss allowance provision (£'000) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||
The expected credit loss in this division is immaterial in line with the prior year.
Television 2024
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Trade receivables: |
Aging 0-30 days |
30-60 days |
60-90 days |
90-120 days |
120-150 days |
150-365 days |
Over 365 Days |
Total 2024 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Gross carrying amount (£'000) |
1,155 |
408 |
144 |
3 |
- |
5 |
35 |
1,750 |
|||||||||
|
Loss allowance provision (£'000) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||
Content Production 2025
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Trade receivables: |
Aging 0-30 days |
30-60 days |
60-90 days |
90-120 days |
120-150 days |
150-365 days |
Over 365 Days |
Total 2025 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Gross carrying amount (£'000) |
(11) |
1,056 |
1,613 |
72 |
20 |
(2) |
(2) |
2,746 |
|||||||||
|
Loss allowance provision (£'000) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||
The expected credit loss in this division is immaterial in line with the prior year.
Content Production 2024
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Trade receivables: |
Aging 0-30 days |
30-60 days |
60-90 days |
90-120 days |
120-150 days |
150-365 days |
Over 365 days |
Total 2024 |
|||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Gross carrying amount (£'000) |
739 |
388 |
134 |
14 |
2 |
14 |
139 |
1,430 |
|||||||||
|
Loss allowance provision (£'000) |
- |
- |
- |
- |
- |
- |
- |
- |
|||||||||
Movements in the impairment allowance for trade receivables are as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Opening provision for impairment of trade receivables |
- |
237 |
|
|
|
|
|
Increase during the year |
- |
38 |
|
Receivables transferred on the sale of trade and assets (see note 11) |
- |
(263) |
|
Receivables written off during the year as uncollectible |
- |
(12) |
|
Movement in provision for impairment during the year |
- |
(237) |
|
At 31 December |
- |
- |
17) CASH AND CASH EQUIVALENTS
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Total cash and cash equivalents |
3,468 |
6,270 |
The Group's credit risk exposure in connection with the cash and cash equivalents held with financial institutions is managed by holding funds in a high credit worthy financial institution (Moody's A1- stable).
18) TRADE AND OTHER PAYABLES
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Current |
|
|
|
Trade payables |
1,441 |
1,276 |
|
Other payables |
213 |
175 |
|
Other taxes and social security |
1,054 |
1,321 |
|
Accruals |
3,893 |
4,360 |
|
Contract liabilities |
3,592 |
4,196 |
|
Deferred and contingent consideration payable |
2,506 |
2,988 |
|
Total |
12,699 |
14,316 |
|
Non-current |
|
|
|
Contingent consideration payable |
1,836 |
721 |
|
Total |
14,535 |
15,037 |
The Directors consider that the carrying amount of trade and other payables approximates to their fair value. The Group's payables are unsecured.
19) LEASES
Right-of-use assets
|
|
Short leasehold land and buildings |
Total |
|
|
£'000 |
£'000 |
|
|
|
|
|
At 1 January 2024 |
443 |
443 |
|
Additions |
833 |
833 |
|
Depreciation |
(328) |
(328) |
|
At 31 December 2024 |
948 |
948 |
|
Additions |
182 |
182 |
|
Depreciation |
(541) |
(541) |
|
At 31 December 2025 |
589 |
589 |
Lease liabilities are presented in the statement of financial position as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Current |
176 |
280 |
|
Non-current |
367 |
509 |
|
Total lease liabilities |
543 |
789 |
The Groups future minimum lease payments are as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Not later than one year |
287 |
342 |
|
Later than one year and not later than five years |
441 |
604 |
|
Later than five years |
- |
- |
|
|
728 |
946 |
20) BORROWINGS AND OTHER FINANCIAL LIABILITIES
|
|
|
|
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Current |
|
|
|
Lease liabilities |
176 |
280 |
|
Debt facility - unsecured borrowings |
- |
2,483 |
|
Loan notes - unsecured borrowings |
- |
978 |
|
Sub total |
176 |
3,741 |
|
Non-current |
|
|
|
Debt facility - unsecured borrowings |
2,477 |
- |
|
Loan notes - unsecured borrowings |
978 |
- |
|
Lease liabilities |
367 |
509 |
|
Sub total |
3,822 |
509 |
|
Total |
3,998 |
4,250 |
Maturity of financial liabilities
The maturity of borrowings (analysed by remaining contractual maturity) is as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Repayable within one year and on demand: |
|
|
|
Lease liabilities |
287 |
342 |
|
Trade and other payables |
1,654 |
1,451 |
|
Accrued expenses |
3,893 |
4,360 |
|
Debt facility - unsecured |
- |
2,599 |
|
Loan notes - unsecured |
- |
1,111 |
|
Deferred and contingent consideration |
2,506 |
2,988 |
|
|
8,340 |
12,851 |
|
Repayable between one and two years: |
|
|
|
Debt facility - unsecured |
2,599 |
- |
|
Loan notes - unsecured |
1,111 |
- |
|
Lease liabilities |
207 |
194 |
|
Contingent consideration |
1,836 |
721 |
|
|
5,753 |
915 |
|
Repayable between two and five years: |
|
|
|
Lease liabilities |
234 |
410 |
|
|
234 |
410 |
|
Total |
14,327 |
14,176 |
Debt facility
Loans totalling £2.5m (2024: £2.5m) are held by Herald Investment Trust Plc and The John Booth Charitable Foundation ("JBCF"), all of whom are a related party through shareholding. During the year, the interest on the facility is based on monthly SONIA plus a margin of 4%, subject to a floor of RPI. There are no financial covenants in force in respect of this debt facility. The debt facility is unsecured and at year end was repayable in full on 31 December 2027, having been extended in March 2025.
Loan notes - unsecured
The unsecured loan notes of £1.0m (2024: £1.0m) relates to short-term loan notes issued to Herald Investment Trust plc, a related party through shareholding. Interest during the year was at a fixed rate of 8% per annum. The principal and any interest accrued at that date is repayable on 31 December 2027, having been extended in March 2025. There are no financial covenants in place in respect of this debt.
Finance leases
Net obligations under finance leases are secured on related property, plant and equipment and are included within lease liabilities.
Overdraft
The Group has an overdraft facility of £1.2m, which is secured over the assets of subsidiary companies and requires coverage of 3.5 times the value of UK debtors less than 90 days old. The interest rate on the overdraft is 5.3% per annum over the Bank of England rate.
Net debt reconciliation
|
|
|
|
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Cash and cash equivalents (note 17) |
3,468 |
6,270 |
|
Lease liabilities (note 20) |
(543) |
(789) |
|
Debt facility and loan notes - unsecured borrowings (note 20) |
(3,455) |
(3,461) |
|
Net debt |
(530) |
2,020 |
Change in liabilities arising from financing activities
|
|
2024 |
Cashflows |
Interest charged |
Interest paid |
Non-cash changes |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Cash and cash equivalents |
6,270 |
(2,802) |
- |
- |
- |
3,468 |
|
Borrowings - debt facility |
(2,483) |
- |
(200) |
206 |
- |
(2,477) |
|
Borrowings - loan notes |
(978) |
- |
(78) |
78 |
- |
(978) |
|
Lease liabilities |
(789) |
(396) |
(22) |
22 |
642 |
(543) |
|
Total liabilities from financing activities |
2,020 |
(3,198) |
(300) |
306 |
642 |
(530) |
|
|
|
|
|
|
|
|
Non-cash changes predominantly relate to the inception of new leases arising during the year.
21) FINANCIAL INSTRUMENTS
The Group's financial instruments comprise borrowings, cash and liquid resources and various items, such as trade and other receivables and trade and other payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group's operations.
The principal financial risk faced by the Group is liquidity/funding. The policies and strategies for managing this risk is summarised as follows:
|
Risk |
Potential impact |
How it is managed |
|
Liquidity |
The Group's debt servicing requirements and investment strategies, along with the diverse nature of the Group's operations, means that liquidity management is recognised as an important area of focus.
Liquidity issues could have a negative reputational impact, particularly with suppliers. |
The Group's treasury function is principally concerned with internal funding requirements, debt servicing requirements and funding of new investment strategies.
Internal funding and debt servicing requirements are monitored on a continuing basis through the Group's Management reporting and forecasting. The Group also maintains a continuing dialogue with the Group's lenders as part of its information covenants. The requirements are maintained through a combination of retained earnings, asset sales or capital markets.
An overdraft of £1.2m is in place to help fund potential working capital fluctuations.
New investment strategies are to be funded through existing working capital or where possible capital markets.
|
Capital management policy and risk management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of debts, which include the borrowings disclosed in note 20, cash and cash equivalents and equity attributable to the owners of the parent, comprising issued capital, reserves and retained earnings as disclosed in the Consolidated statement of changes in equity.
The Group's Board reviews the capital structure on an on-going basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The Group seeks a conservative gearing ratio (the proportion of net debt to equity); however also recognises that a period of earn out can impact this ratio in the short term, as is the case this year. Recognising this, the Board is satisfied with the Group's gearing ratio; however will continue to monitor during 2026.
The gearing ratio at the year-end is as follows:
|
|
|
|
2025 |
2024 |
|
|
|
|
£'000 |
£'000 |
|
Borrowings (debt facility and loan notes) |
|
|
(3,455) |
(3,461) |
|
Cash and cash equivalents |
|
|
3,468 |
6,270 |
|
Net cash |
|
|
13 |
2,809 |
|
Total equity |
|
|
1,177 |
3,480 |
|
Net cash to equity ratio |
|
|
1% |
81% |
The Group's gearing ratio has changed due to a decreased cash balance resulting from investing cash outflows, changes in fair value of contingent consideration which will unwind in 2026, and movement in comprehensive expense for the period.
Financial instruments by category
|
|
|
|
2025 |
2024 |
|||||
|
|
|
|
£'000 |
£'000 |
|||||
|
Categories of financial assets and liabilities |
|
|
|
|
|||||
|
Financial assets - measured at amortised cost |
|
|
|
|
|||||
|
Trade and other receivables |
|
|
5,916 |
5,591 |
|||||
|
Cash and cash equivalents |
|
|
3,468 |
6,270 |
|||||
|
Financial liabilities - other financial liabilities at amortised cost |
|
|
|
||||||
|
Trade and other payables |
|
|
(5,547) |
(5,811) |
|||||
|
Borrowings |
|
|
(3,455) |
(3,461) |
|||||
|
Lease liabilities |
|
|
(543) |
(789) |
|||||
|
|
|
|
|
|
|||||
|
Financial liabilities - other financial liabilities at fair value |
|
|
|
|
|||||
|
Deferred and contingent consideration payable |
|
|
(4,342) |
(3,709) |
|||||
|
|
|
|
|
|
|||||
The fair values of the Group's cash and short-term deposits and those of other financial assets equate to their carrying amounts. The Group's receivables and cash and cash equivalents are all classified as financial assets and carried at amortised cost. The amounts are presented net of provisions for doubtful receivables and allowances for impairment are made where appropriate. Trade and other payables and loan borrowings are all classified as financial liabilities measured at amortised cost.
The Edge contingent consideration is made up of two parts. The larger portion of the consideration is fair valued based on actual EBIT performance. An EBIT of £1.3m has been used for year one, £0.7m for year two and £1.1m for year three. Values have been calculated for all three years and in total and the average represents the fair value. The value of the contingent consideration payable in relation to the Edge remaining on the balance sheet represents the final year three payment, expected to be paid in 2026. The smaller part of the contingent consideration relates to a performance bond that is owed to The Edge.
The contingent consideration payable in relation to Raw Cut is measured at fair value, using level 3 inputs in the calculation of fair value. The consideration is fair valued using a Monte Carlo simulation where the EBITDA of the remaining year is an independent, normally distributed random variable. An EBITDA of £1.0m has been used for year one's actual performance and £0.5m for year two. Values have been calculated for both years and in total and the average represents the fair value. As the second year is based on estimated EBITDA the actual amount may be different. All contingent consideration has been discounted using a discount rate of 16.1%. A £0.2m decrease in EBITDA in year two could decrease the contingent consideration payable by £0.4m, and a £0.2m increase in EBITDA in year two could increase the contingent consideration payable by £0.4m
22) DEFERRED TAX
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2024: 25%) for UK differences. The movements in deferred tax assets and liabilities during the year are shown below.
|
|
Deferred tax asset |
Deferred tax liability |
Net position |
|
|
£'000 |
£'000 |
£'000 |
|
At 1 January 2024 |
828 |
(828) |
- |
|
Recognised on intangible assets |
|
(211) |
(211) |
|
Recognised on current period amortisation |
- |
- |
- |
|
Recognised on tax losses |
211 |
|
211 |
|
At 31 December 2024 |
1,039 |
(1,039) |
- |
|
Recognised on intangible assets |
|
120 |
120 |
|
Recognised on current period amortisation |
- |
- |
- |
|
Recognised on tax losses |
16 |
|
16 |
|
At 31 December 2025 |
1,055 |
(919) |
136 |
Deferred tax assets estimated at £1.3m (2024: £1.8m) in respect of losses carried forward have not been recognised due to uncertainties as to when income will arise against which such losses will be utilised.
23) PROVISIONS
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Provisions |
171 |
171 |
Movement in provisions
|
|
|
|
£'000 |
|
|
At 31 December 2024 |
171 |
|||
|
Additions |
- |
|||
|
Utilised in the year |
- |
|||
|
Released in the year |
- |
|||
|
At 31 December 2025 |
171 |
|||
Provisions comprise dilapidation provisions relating to properties. The associated cash outflows were £nil in 2025. The Group's potential cashflows in FY26 relate to a London property occupied by Raw Cut which are capped at £30k.
24) SHARE CAPITAL AND RESERVES
|
|
2025 |
2024 |
|
|
|
|
|
|
|
|
|
Ordinary shares with a nominal value of: |
0.125p |
0.125p |
|
|
|
Authorised: |
|
|
|
|
|
Number |
Unlimited |
Unlimited |
|
|
|
|
|
|
|
|
|
Issued and fully paid: |
|
|
|
|
|
Number |
25,185,656 |
24,345,002 |
|
|
|
Nominal value (£'000) |
31 |
30 |
|
|
|
|
|
|
||
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
The movements in share capital and reserves in the year are made up as follows:
|
|
31 Dec 2025 |
31 Dec 2024 |
|||||||||
|
|
Number of shares |
Share capital |
Share premium |
Merger reserve |
Share-based payment reserve |
Number of shares |
Share Capital |
Share premium |
Merger reserve |
Share-based payment reserve |
|
|
Ordinary shares |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
At start of year |
24,345,002 |
30 |
10,544 |
1,163 |
715 |
22,765,327 |
28 |
9,546 |
1,163 |
547 |
|
|
Share placing and subscription for cash |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Expenses of issue of shares |
- |
- |
- |
- |
- |
- |
- |
- |
- |
- |
|
|
Consideration paid in shares |
342,208 |
- |
- |
217 |
- |
1,541,622 |
2 |
998 |
- |
- |
|
|
Shares issued in lieu of fees |
57,173 |
- |
- |
- |
- |
38,053 |
- |
- |
- |
- |
|
|
Equity settled share based payments |
441,273 |
1 |
145 |
- |
(140) |
- |
- |
- |
- |
168 |
|
|
At end of year |
25,185,656 |
31 |
10,689 |
1,380 |
575 |
24,345,002 |
30 |
10,544 |
1,163 |
715 |
|
Consideration paid in shares
On 21 March 2025, the Group issued 342,208 new ordinary shares at a price of £0.63 per share in relation to contingent consideration payable in relation to the acquisition of The Edge.
Shares issued in lieu of fees
On 1 May 2025 the Group issued 57,173 new ordinary shares at a price of £0.61 per share to a Director in lieu of payment of Director fees.
Nature and purpose of the individual reserves
Below is a description of the nature and purpose of the individual reserves:
· share capital represents the nominal value of shares issued;
· share premium includes the amounts over the nominal value in respect of share issues; in addition, costs in respect of share issues are debited to this account;
· the merger reserve is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, which attract merger relief under the Companies Act 1985 and, from 1 October 2009, the Companies Act 2006;
· the share-based payment reserve arises on recognition of the share-based payment charge in accordance with IFRS2 Share Based Payment Transactions; and
· retained earnings include the realised gains and losses made by the Group and the Company.
25) RELATED PARTY TRANSACTIONS
Herald Investment Trust plc and John Booth Charitable Foundation
The Company is the borrower of unsecured debt and loan notes with Herald Investment Trust plc and John Booth Charitable Foundation requiring a bullet repayment on 31 December 2027 having been extended at the start of 2025. The total amount outstanding at 31 December 2025 including accrued interest is £3.5m (2024: £3.5m). Interest accrued on the debt amounted to £0.1m (2024: £0.1m).
26) POST BALANCE SHEET EVENTS
The Group is reporting no post balance sheet events.
27) GUARANTEE IN RELATION TO SUBSIDIARY AUDIT EXEMPTION
The Directors of the Company have provided guarantees in respect of its trading subsidiary companies in accordance with section 479C of the Companies Act 2006. As a result, the following subsidiary entities of the Company are exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 479A of the Companies Act 2006:
Blakeway Productions Limited 02908076
Films of Record Limited 01446899
Raw Cut Distribution Ltd 08279893
Raw Cut PI Limited 08332247
Raw Cut Productions Ltd 12718803
Raw Cut Television Limited 04569404
Raw Cut Ventures Ltd 08332523
Reef Television Limited 03500852
Tern Television Productions Limited SC109131
The Edge Picture Co Limited 02557058
Tomos TV Ltd 11140864
Zinc 6000 Bicycles Ltd 15924526
Zinc Communicate CSR Limited 06271341
Zinc Communicate Productions Limited 03136090
Zinc Television London Limited 02800925
Zinc Television Regions Limited 02888301
Cautionary note regarding forward-looking statements
This press release may contain certain forward-looking information. The words "expect", "anticipate", believe", "estimate", "may", "will", "should", "intend", "forecast", "plan", and similar expressions are used to identify forward looking information.
The forward-looking statements contained in this press release are based on management's beliefs, estimates and opinions on the date the statements are made in light of management's experience, current conditions and expected future development in the areas in which the Company is currently active and other factors management believes are appropriate in the circumstances. The Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless required by applicable law.
Readers are cautioned not to place undue reliance on forward-looking information. By their nature, forward-looking statements are subject to numerous assumptions, risks and uncertainties that contribute to the possibility that the predicted outcome will not occur, including some of which are beyond the Company's control. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements.
Inside Information
The information contained within this announcement constitutes inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no. 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR") and is disclosed in accordance with the Company's obligations under Article 17 of MAR. On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
[1] Source: PACT UK Television Production Survey 2025, by Oliver and Ohlbaum