Interim report
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22 September 2026 Midwich Group plc(“Midwich”, the “Company” or the “Group”) Interim results for the six months ended 30 June 2026 Solid revenue growth leading to double digit growth in adjusted profit before tax Outlook for the Full Year remains unchanged Midwich Group (AIM: MIDW), a global specialist audio visual distributor to the trade market, today announces its InterimResults for the six months ended 30 June 2026 ("H1 2026"). Adjusted financial highlights1 Six months ended 30 June 2026 30 June 2025 Change Change at constant currency £m £m % % Revenue 640.3 620.3 3.2% 2.4% Gross profit 111.1 109.6 1.4% 0.7% Gross profit % 17.4% 17.7% Adjusted operating profit1 17.0 16.6 2.4% 1.9% Adjusted operating profit % 2.7% 2.7% Adjusted profit before tax1 10.6 9.6 10.3% 9.6% Adjusted profit after tax1 8.1 7.1 14.2% Adjusted basic EPS - pence1 7.86 6.91 13.7% 1 Definitions of the alternative performance measures are set out in note 2. Statutory financial highlights Six months ended 30 June 2026 £m 30 June 2025 £m Revenue 640.3 620.3 Gross profit 111.1 109.6 Gross profit % 17.4% 17.7% Operating profit 10.3 4.7 Profit/(loss) before tax 4.3 (3.0) Profit/(loss) after tax 3.6 (2.5) Basic EPS - pence 3.46 (2.42) Interim dividend pence per share 1.9 1.75 Financial highlights Revenue increased by 3.2% (2.4% at constant currency) to £640.3m due to strong organic growth in the UK, Iberia, and US which more than offset declines in the Middle East, Germany, and Canada. Adjusted profit before tax increased 10.3% (9.6% at constant currency) to £10.6m (H1 2025: £9.6m) with adjusted operating profit margins maintained year on year. Excluding the Middle East and exited businesses, adjusted profit before tax increased by around 20% in the period. Statutory operating profit of £10.3m (H1 2025: £4.7m) increasing 119% combined with a return to a statutory profit before tax of £4.3m (H1 2025: £3.0m loss). Adjusted net debt of £138.1m (H1 2025: £148.2m) at the period end in line with Board and management expectations with an adjusted net debt to adjusted EBITDA ratio of 2.4x for the 12 months to 30 June 2026. Adjusted EPS increased 13.7% to 7.86p (H1 2025: 6.91p). Interim dividend of 1.9p (Interim 2025: 1.75p), an increase of 8.6%. Operational highlights Strong double digit growth in UK, US, and Iberia led to a return to growth for the Group despite geopolitical disruptions in the Middle East and continued challenging market conditions in certain territories, particularly Germany. The business in the Middle East continued to trade profitably despite the disruptions, albeit on significantly lower volumes.
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Expansion of the Group’s Unified Communications (“UC”) business was a key driver in revenue growth. Reorganisation of the Group into three segments reflecting management responsibility and comprising of UK, Ireland, Australia, and New Zealand (“UKIANZ”), Continental Europe, Middle East, and South East Asia (“EMESEA”), and North America (“NA”). The Group’s strategic focus on vendor and customer satisfaction supported by its diverse product and geographic portfolio resulted in benefits from emerging growth opportunities with current and new vendors. Successful implementation of new information technology development strategy providing new sales platforms, AI driven automation and productivity solutions. Post period trading and outlook The Group has made a solid start to the second half. Despite a mixed market backdrop and the volatility of the Middle East situation, with both growth opportunities and challenges, the Group is trading in line with the Board’s profit expectations for the full year. Management continues to monitor and evaluate prospective acquisition opportunities and has become more active in pursuing relatively small potential transactions. The Board expects market conditions to remain challenging for the remainder of 2026 but is encouraged by a range of potential growth prospects across the Group. Stephen Fenby, Chief Executive of Midwich Group plc, commented: "In the first half of 2026, the Group made good progress in a number of markets, including the UK, US and Iberia. In the first two markets, sales of UC products saw particularly strong growth. As expected, the conflict in Iran has had a significant impact on our business in the Middle East. However, the local team has worked tirelessly to pivot the business towards the stronger segments in the market and as a result, the Middle East remained profitable in the period. We made good progress with our technology projects, including upgraded ecommerce sites and AI driven solutions. The German business continued to face challenges in the first half, but a number of growth and efficiency exercises are being undertaken currently, with some signs of progress. Despite the challenges, I am pleased with the progress the Group has made in the first half of the year, and I look forward to building on this momentum throughout the second half and beyond. Midwich remains a leading player in a large industry, and we continue to maintain or grow market share in key profitable regions, with a focus on delivering the best service to our customers and vendors. The Group’s long-term focus remains on higher margin, more specialist product areas and we continue to both target and exploit new growth opportunities, as well as retaining a tight focus on overhead efficiencies. Midwich remains well positioned for the remainder of the year with the Group expecting to continue to deliver both organic and inorganic growth in the longer term. I would like to thank all of my colleagues across the Group, together with our customers and vendor partners for their continued support.” There will be a meeting and webinar for sell-side analysts and investors at 9.30am BST today, 22 September 2026, the detailsof which can be obtained from FTI Consulting: midwich@fticonsulting.com. For further information: Midwich Group plc Stephen Fenby, Chief Executive Adam Councell, Chief Financial Officer +44 (0) 1379 649200 Investec Bank plc (NOMAD and Joint Broker to Midwich) Carlton Nelson / Ben Griffiths +44 (0) 20 7597 5970 Berenberg (Joint Broker to Midwich) Ben Wright / Milo Bonser +44 (0) 20 3207 7800 FTI Consulting Matthew Young / Harleena Chana +44 (0) 20 3727 1000 About Midwich Group Specialisation at scale.Midwich Group is a network of businesses which partner with the world's leading technology companies to accelerate theirgrowth. Selling into over 50 countries from 23 global locations, the Group specialises in audiovisual technology - whether instate-of-the-art meeting rooms or on a festival main stage, our solutions help the world connect, communicate, and experiencewow moments. Taking technology further.With services ranging from product distribution to complex system design, focused marketing campaigns to flexible financingsolutions, and showcase events to seed funding for startups, the Group's ever-expanding offering is designed to add value andsolve its partners' biggest challenges. This has enabled the Group to maintain strong relationships with global manufacturers and a diverse customer base of over22,000, including professional integrators, event production companies and IT resellers in sectors such as education, corporate,retail and live events. Enabling tomorrow.With around 1,700 employees globally the Group is committed to being a responsible employer. The Group recognises the importance of giving back and engages in initiatives to improve the communities it is a part of. TheGroup aspires to have a positive impact on the environment and has made commitments, taken action, and engaged activelythroughout the supply chain to reduce greenhouse gas emissions. For further information, please visit www.midwichgroupplc.com
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Chief Executive’s Report Overview The Group performed well against a challenging backdrop with continued macroeconomic and geopolitical disruption in certain territories during the period. Despite this, we successfully benefitted from emerging growth opportunities through our strategy of customer and vendor engagement, delivering strong organic growth in a number of countries. The continued roll out of new vendors across the Group is supporting our organic growth and is aligned to our long term strategy of growing higher margin technical product within our business. When market conditions are challenging it is ever more important to maintain our consistently high level of service to our customers and vendors to ensure we remain a long term trusted partner to both. Due to our exceptional service, we continue to increase our market share with key vendors, and this positions us well to benefit from growth opportunities with those vendors. The impact of subdued demand remains in certain markets, but opportunities have begun to arise and have resulted in strong growth in some territories. During the period, the conflict in the Middle East has created significant local disruption, introduced wider global uncertainty and impacted supply chains. Despite these challenges our businesses have remained resilient as strong relationships with existing vendors and new specialist product categories have allowed us to continue to perform well. We believe that we have the best team in the industry and our long term view, as supported by independent market research, remains that the AV industry will grow above GDP rates in the future. We believe we are well placed to benefit from growth with our vendors and meet our customers’ needs. Trading performance Revenue increased by 3.2% in H1 2026 to £640.3m (H1 2025: £620.3m). Excluding the effects of changes in foreign exchange rates, revenue increased by 2.4%. Revenue growth has returned for the North American business, which achieved 8.4% growth at constant currency rates, including double digit growth in the US. The business in the UK has continued to grow and also achieved double digit growth. This was supported by more modest growth in the remainder of the UKIANZ segment, which has delivered revenue growth of 9.9% excluding the effects of changes in foreign exchange rates. The EMESEA segment experienced a decline of 7.9% excluding businesses exited in 2025, and the effects of changes in foreign exchange rates. The decline is due to continued challenges in the German market and geopolitical disruptions to our business in the Middle East, which offsets the double digit growth in Spain. The benefit of changes in foreign exchange rates reduced this decline to 5.4%. The Group’s gross profit margin of 17.4% represented a 0.3 ppts reduction on H1 2025. The fall was primarily a result of mix with the conflict in the Middle East reducing revenues in our higher margin business in the region, and a slight change in mix in the UKIANZ business as we continued to take market share. In the first half of the year, we continued to target Group wide overhead savings with a view to mitigating the reduction in gross margin percentage and, as a result, adjusted operating profit percentage was sustained at 2.7%. Products The overall mix of sales by product category was not materially different from H1 2025. Revenues from our two mainstream categories (displays and projection) fell by around 3% but improved gross margins led to a small improvement in the value of gross profit. Revenue from UC products grew by over 30% in the period, with professional audio, drones and networking sales also showing strong double digit growth. The revenue and margin from technical video sales were impacted by the loss of a control vendor in Canada in H1 2025. The Board believes that the complexity and breadth of the AV market, together with its diverse growth opportunities, highlight the importance of manufacturers partnering with a high quality specialist distributor such as Midwich. Customers The Group’s focus has always been on seeking to provide our customers with consistently high levels of service and support. Although our customer base tends to be adaptable and resilient, we are aware that softer demand in some areas, combined with higher interest rates and continued global uncertainty have caused some challenges. We continue to use our distribution expertise and value add advice to support our customers and accommodate the needs of the channel. This focus has allowed us to increase our share of wallet with many of our customers including our global accounts. Strategy The Group’s strategy remains clearly focused on markets and product areas where it can leverage its value add services, technical expertise, and sales and marketing skills. Services, expertise and geographies are developed either in house or through acquisitions. Using its market knowledge and skills, the Group provides its vendors with support to build and execute plans to grow market share. The Group supports its customers to win and then deliver successful projects. Historically the Group has successfully used acquisitions to enter new geographical markets and to add both expertise and new product areas. Once acquired, and integrated, businesses are supported to grow organically and increase profitable market share, this remains a key pillar of the future strategy. The Group has continued to deliver on its strategy in 2026, primarily focused on growing organically and ensuring the business is in the best position to excel as market conditions improve. We also continue to channel our efforts into the strengthening of customer and vendor relationships, and new investments in digital tools to support profitable growth. The Board continues to focus on strengthening the Group’s product offering, technical expertise and geographical reach. Capital Allocation
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The Group remains committed to prioritising organic opportunities with acquisitions also remaining a core part of the Group’s strategy as they bring new technologies, customers and vendor relationships, which deliver compound growth in earnings both organically and through adding strong complementary businesses. In addition, and in accordance with the Group’s stated capital allocation policy, the Board is considering the potential to deliver long term value to shareholders through a share buyback programme in accordance with its current authority granted by shareholders at the AGM on 12 May 2026. Such a buyback would likely be incremental to the ongoing ordinary dividend policy previously disclosed. The Board will continue to consider the relative merits of each avenue when making capital allocation decisions and a further announcement will be published if and when appropriate. During the first half the Group did not complete any acquisitions as it continued to focus on organic opportunities, however we remain keen on selective acquisitions in the future. The acquisition pipeline remains healthy, and the management team continues to review attractive opportunities in a number of markets and regions. Dividend During 2025 the Board took the decision to recalibrate the dividend policy to allow the business to continue to prioritise growthand reinvestment opportunities to drive future returns for the business. In line with this revised approach the Board is pleased todeclare an interim dividend of 1.9 pence per share (H1 2025: 1.75p). This will be paid on 6 November 2026 to those shareholders on the Company's register as at 2 October 2026, with an ex-dividend date of 1st October 2026. The last day toelect for dividend reinvestment ("DRIP") is 16 October 2026. Outlook As stated in the pre-close trading update the Board continues to assume general macroeconomic conditions will remain challenging for the remainder of 2026. The second half has started solidly, although the contribution from our Middle East business was more weighted to H2 in 2025 and so the duration of the ongoing conflict in this region continues to result in a range of scenarios for the second half. However, if progress made in recent months continues, the Board believes that the full year adjusted profit before tax will be in line with expectations. The Board remains of the view that the wider AV industry is well positioned for long term growth and believes that the Group is very well placed to take advantage of growth opportunities. Regional highlights Six months ended 30 June 2026 £m 30 June 20251 £m Growth % Growth at constant currency % Revenue UKIANZ 294.7 266.7 10.5% 9.9% EMESEA 237.2 250.8 (5.4)% (7.9)% NA 108.4 102.8 5.5% 8.4% Total 640.3 620.3 3.2% 2.4% Gross profit margin UKIANZ 17.8% 18.1% (0.3) ppts EMESEA 17.3% 16.8% 0.5 ppts NA 16.4% 18.4% (2.0) ppts Total 17.4% 17.7% (0.3) ppts Adjusted operating profit/(loss)2 UKIANZ 11.9 11.2 6.2% 5.8% EMESEA 6.6 6.1 9.1% 7.2% NA 2.4 2.2 6.6% 9.7% Other (3.9) (2.9) 33.9% 33.9% Total 17.0 16.6 2.4% 1.9% Adjusted net finance costs2 (6.4) (7.0) (8.5)% (8.8)% Adjusted profit before tax2 10.6 9.6 10.3% 9.6% 1 Comparative segment information has been restated due to an internal reorganisation. See note 3.2 Definitions of the alternative performance measures are set out in note 2. United Kingdom, Republic of Ireland, Australia, and New Zealand (“UKIANZ”) Revenue in UKIANZ grew by 9.9% compared to H1 2025 on a constant currency basis. The business in the UK achieveddouble digit growth reflecting market share gains and has been supported by more modest growth in other countries. Themarkets in the UK and other countries of the UKIANZ segment remain challenging. Despite this, the region has performedstrongly and is well placed to capitalise on emerging opportunities for organic growth through increased market share inexisting channels and the prospects of new technical products. UKIANZ gross profit margin remained stable with a slight reduction to 17.8% (H1 2025: 18.1%) due to a change in the productmix of sales arising from revenue growth. Adjusted operating profit increased by 5.8% compared to H1 2025 on a constantcurrency basis reflecting effective control of overheads. Continental Europe, Middle East, and South East Asia (“EMESEA”) Revenue in EMESEA reduced by 7.9% compared to H1 2025 on a constant currency basis. While the business in Spainachieved double digit growth, supported by modest growth in other European countries, this was offset by the continuedweakness in the German market and the impact of the conflict in the Middle East. EMESEA gross profit margin increased slightly to 17.3% (H1 2025: 16.8%). The adjusted operating profit for EMESEAincreased to £6.6m (H1 2025: £6.1m) equating to an increase of 7.2% on a constant currency basis despite the reduction in
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revenue as it was assisted by the increase in margins and the benefits of overhead cost reductions. The business in the MiddleEast has continued to trade profitably despite disruptions albeit volumes are significantly down year on year. Nonetheless theresult is noteworthy given the challenges the business in the region has faced. We have also received insurance claims duringthe period that recovered losses arising in the prior years from the warehouse fire in the UAE during December 2024, thisincludes a £2.1m credit within exceptional costs. North America (“NA”) North American revenue increased by 8.4% compared to H1 2025 at constant currency exchange rates with double digit growth in the US offset by a decrease in Canada during its transition to new technical vendors which we expect to deliver increased revenues in the second half. Gross profit margin for NA of 16.4% (H1 2025: 18.4%) was diluted by the increase in revenue at a lower gross profit margin in the US relative to the revenue at the higher gross profit margin in Canada. Adjusted operating profit increased by 9.7% at constant currency rates due to the benefits of overhead cost reductions. Other segment The other segment is comprised of the central group costs, which were £3.9m (H1 2025: £2.9m). The increase in group costsincludes expenditure on our new information technology development strategy that includes agile development of newtechnology solutions such as artificial intelligence (“AI”). The new development strategy encompasses new customer solutionsincluding software distribution, ecommerce platforms, and AI driven process automation and productivity tools. Operating profit Operating profit for the period of £10.3m (H1 2025: £4.7m) increased 119% on the prior period. Adjusted operating profit for the period of £17.0m (H1 2025: £16.6m) is stated before the impact of acquisition related expensesof £nil (H1 2025: £0.2m), the operating profit of exited businesses of £0.2m (H1 2025: £nil), exceptional credit of £0.6m (H12025: £3.1m charge), share based payments and associated employer taxes of £1.4m (H1 2025: £1.5m) and amortisation ofacquired intangibles of £6.1m (H1 2025: £7.1m). Exceptional costs The Group had a net credit on exceptional costs in the first half of £0.6m (H1 2025: £3.1m charge). The credit reflected a furtherinsurance recovery of £2.1m against the stock lost in the Dubai warehouse fire in late 2024. This was offset by £1.5m ofrestructuring costs resulting from overhead reduction programmes across the Group aimed at streamlining the cost base goingforward. These one-off costs are deemed to be exceptional and have been excluded from the Group's adjusted profit measures. Movement in foreign exchange The main currencies the Group trades in are Sterling, Euros, and US Dollars. During the period Sterling weakened against theEuro and strengthened against US Dollar compared to the prior period. The net effect of these movements was a positiveimpact on reported revenue and adjusted operating profit of 0.8% and 0.5% respectively. The Group makes most of its salesand purchases in a matching currency which provides a natural hedge for transactional activity. Other gains and losses and net finance costs Other gains and losses totalled £0.3m gain (H1 2025: £1.6m loss). These include the impact of gains and losses on derivativesrelated to foreign exchange and investments, foreign exchange gains and losses on borrowings, and changes in the valuationof deferred considerations and put option liabilities related to past acquisitions. Adjusted net finance costs for the period were £6.4m (H1 2025: £7.0m) and include the costs of derivatives related to foreignexchange and investments included within other gains and losses. Reported finance costs, net of finance income, were £6.3m(H1 2025: £6.1m) and mainly relate to the financing costs of the Group's revolving credit facility, which is primarily used to fundits acquisition investments. The increase in interest costs relate to higher Group net debt levels in the period. Taxation The reported tax charge for the period was £0.8m (H1 2025: £0.5m credit). The adjusted effective tax rate was 23.6% (H12025: 26.2%) calculated based on the adjusted tax charge divided by adjusted profit before tax. The change in effective tax rateis mainly attributable to geographic mix. Cash flows and net debt In line with our usual trading patterns the first half of the year was more working capital intensive, especially given the cashgeneration seen in 2025. As a result, the Group saw a working capital outflow of £23.9m (H1 2025 £8.7m). The key reasonbehind this level of first half movement when compared with the full year is the seasonality of demand, especially in theeducation sector. Nonetheless we retain a tight focus on working capital and the Board is comfortable that the Group's long-term average operating cash flow to adjusted EBITDA conversion rate (70-80%) remains sustainable. Gross capital spend on tangible assets was £4.0m (H1 2025: £3.7m) and included investment in rental assets of £2.0m (H12025: £1.7m). An investment of £0.6m in intangible fixed assets (H1 2025: £3.3m) reflected a reduction in investment in ERPprojects but continued investment in digital tools which are already delivering some of the benefits expected from the pausedERP implementation. Adjusted net debt increased by £12.1m from the prior year end to £138.1m (H1 2025: £148.2m). The movement is smaller thanthe £17.6m increase in the first half of 2025 and adjusted net debt is £10.1m lower than the same period 12 months ago. TheGroup leverage at 2.4x (adjusted net debt to adjusted EBITDA ratio) at the period end is expected to reduce to approximately2.0x by the year end and remains comfortably within the Group's covenants. Lease liabilities excluded from adjusted net debt totalled £20.6m at 30 June 2026 (£20.5m at 30 June 2025). Total net debt was£158.7m at 30 June 2026 (£168.7m at 30 June 2025). The Group has a revolving credit facility of £175m which is primarily used for acquisition investments. There remainscomfortable headroom on the facility and in addition there is a £75m uncommitted accordion facility. This facility is supported bysix banks, runs to June 2028 and has an adjusted net debt to adjusted EBITDA covenant ratio of three times and an adjustedinterest cover covenant of four times adjusted EBITDA. The EBITDA covenant is calculated on a historical twelve-month basis
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and includes the full benefit of the prior year's earnings of any businesses acquired. Other borrowing facilities are to provideworking capital financing. The Group has access to total facilities of c.£300m. The Group has various instruments to hedge certain exchange and interest rate exposures. These include borrowings tofinance acquisitions that are held in the currencies of the acquired companies and financial instruments that fix part of theGroup’s interest charges. These instruments are marked to market at the end of each reporting period, with the change invaluation recognised in the income statement. The fair value movements of these instruments are excluded from adjusted profitmeasures to provide transparency over the underlying performance of the business. Stephen FenbyChief Executive
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Unaudited consolidated income statementfor the 6 months ended 30 June 2026 Notes 6 months to 30 June 2026 6 months to 30 June 2025 Year to 31 December 2025 UnauditedUnaudited Audited £’000 £’000 £’000 Revenue 3 640,262 620,325 1,291,767 Cost of sales (529,137) (510,752)(1,063,755) Gross profit 3 111,125 109,573 228,012 Selling and distribution costs (77,848) (78,079) (154,152) Administrative expenses (30,200) (31,094) (99,148) Other operating income 7,233 4,312 10,430 Operating profit/(loss) 3 10,310 4,712 (14,858) Comprising Adjusted operating profit 3 17,014 16,615 43,626 Acquisition costs (6) (174) (185) Exited businesses 3 231 – (1,860) Exceptional items 4 535 (3,075) (38,296) Share based payments (1,380) (1,527) (4,493) Employer taxes on share based payments 18 (26) (161) Amortisation of brands, customer relationships, and supplier relationships(6,102) (7,101) (13,489) 10,310 4,712 (14,858) Other gains and losses 5 317 (1,632) (2,577) Finance income 336 490 1,030 Finance costs 6 (6,622) (6,607) (14,105) Profit/(loss) before taxation 3 4,341 (3,037) (30,510) Taxation (772) 545 7,929 Profit/(loss) after taxation 3,569 (2,492) (22,581) Profit/(loss) for the financial period attributable to: The Company's equity shareholders 3,569 (2,492) (22,581) Basic earnings/(loss) per share 7 3.46p (2.42)p (21.92)p Diluted earnings/(loss) per share 7 3.36p (2.42)p (21.92)p Unaudited consolidated statement of comprehensive incomefor 6 months ended 30 June 2026 6 months to 30 June 6 months to 30 June Year to 31 December 2026 2025 2025 UnauditedUnaudited Audited £’000 £’000 £’000 Profit/(loss) for the period 3,569 (2,492) (22,581) Other comprehensive income Items that will not be reclassified subsequently to profit or loss: Actuarial losses on retirement benefit obligations – – (75) Taxation – – 8 Items that may be reclassified subsequently to profit or loss: Foreign exchange losses on consolidation (385) (3,604) (275) Other comprehensive income for the financial period, net of tax (385) (3,604) (342) Total comprehensive income for the period 3,184 (6,096) (22,923) Attributable to: Owners of the Parent Company 3,184 (6,096) (22,923) Unaudited consolidated statement of financial positionas at 30 June 2026 Notes 30 June 30 June 31 December 2026 2025 2025 UnauditedUnaudited Audited £’000 £’000 £’000 Assets Non-current assets Investments 1,325 720 910 Goodwill 60,451 59,845 60,443 Intangible assets 76,571 117,711 82,300 Right of use assets 17,124 16,646 17,849 Property, plant and equipment 17,939 19,594 18,372 Derivative financial instruments 512 1,053 741
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Deferred tax assets 137 690 – 174,059 216,259 180,615 Current assets Inventories 207,894 183,750 185,091 Derivative financial instruments 674 – 427 Current tax asset 4,053 5,937 3,445 Trade and other receivables 225,907 205,699 201,753 Cash and cash equivalents 54,631 39,312 53,983 493,159 434,698 444,699 Liabilities Current liabilities Trade and other payables (269,637) (230,060) (242,982) Derivative financial instruments – (331) – Put option liabilities over non-controlling interests (4,725) (4,564) (4,651) Deferred and contingent considerations (428) (3,132) (398) Borrowings and financial liabilities (42,611) (43,747) (37,115) Current tax liabilities (5,583) (354) (1,856) (322,984) (282,188) (287,002) Net current assets 170,175 152,510 157,697 Total assets less current liabilities 344,234 368,769 338,312 Non-current liabilities Trade and other payables (1,285) (2,551) (1,358) Deferred and contingent considerations (1,388) (1,553) (1,719) Borrowings and financial liabilities (170,741) (164,222) (163,940) Deferred tax liabilities (6,699) (20,445) (7,833) Retirement benefit obligations (2,022) (2,001) (2,025) Provisions (1,443) (1,587) (1,366) (183,578) (192,359) (178,241) Net assets 160,656 176,410 160,071 Unaudited consolidated statement of financial positionas at 30 June 2026 Notes 30 June 30 June 31 December 2026 2025 2025 UnauditedUnaudited Audited £’000 £’000 £’000 Equity Share capital 9 1,051 1,045 1,045 Share premium 116,959 116,959 116,959 Share based payment reserve 5,564 4,326 5,247 Investment in own shares (616) (614) (612) Retained earnings 42,814 62,754 42,163 Translation reserve (5,316) (8,260) (4,931) Capital redemption reserve 50 50 50 Other reserve 150 150 150 Equity attributable to owners of Parent Company 160,656 176,410 160,071
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Unaudited consolidated statement of changes in equity for the 6 month period ended 30 June 2026 Share capital Share premium Investment in own shares Retained earnings Other reserves Equity attributable to owners of the Parent Non- controlling interests Total £’000 £’000 £’000 £’000 £’000 £'000 £’000 £’000 (note 9) (note 10) Balance at 1 January 2026 1,045 116,959 (612) 42,163 516 160,071 – 160,071 Profit for the period – – – 3,569 – 3,569 – 3,569 Other comprehensive income – – – – (385) (385) – (385) Total comprehensive income for the period – – – 3,569 (385) 3,184 – 3,184 Shares issued (note 9) 6 – (6) – – – – – Share based payments – – – – 1,389 1,389 – 1,389 Deferred tax on share based payments – – – – (341) (341) – (341) Share options exercised – – 2 730 (731) 1 – 1 Dividend declared (note 13) – – – (3,648) – (3,648) – (3,648) Transactions with owners 6 – (4) (2,918) 317 (2,599) – (2,599) Balance at 30 June 2026 (unaudited) 1,051 116,959 (616) 42,814 448 160,656 – 160,656 Unaudited consolidated statement of changes in equity for the 6 month period ended 30 June 2025 Share capital Share premium Investment in own shares Retained earnings Other reserves Equity attributable to owners of the Parent Non- controlling interests Total £’000 £’000 £’000 £’000 £’000 £'000 £’000 £’000 (note 9) (note 10) Balance at 1 January 2025 1,042 116,959 (616) 69,739 (5,900) 181,224 7,930 189,154 Loss for the period – – – (2,492) – (2,492) – (2,492) Other comprehensive income – – – – (3,604) (3,604) – (3,604) Total comprehensive income for the period – – – (2,492) (3,604) (6,096) – (6,096) Shares issued (note 9) 3 – (3) – – – – – Share based payments – – – – 1,469 1,469 – 1,469 Deferred tax on share based payments – – – – (365) (365) – (365) Share options exercised – – 5 2,266 (2,267) 4 – 4 Acquisition of non- controlling interest (note 11) – – – 997 6,933 7,930 (7,930) – Dividend declared (note 13) – – – (7,756) – (7,756) – (7,756) Transactions with owners 3 – 2 (4,493) 5,770 1,282 (7,930) (6,648) Balance at 30 June 2025 (unaudited) 1,045 116,959 (614) 62,754 (3,734) 176,410 – 176,410 Audited consolidated statement of changes in equity for the year ended 31 December 2025 Share capital Share premium Investment in own shares Retained earnings Other reserves Equity attributable to owners of the Parent Non- controlling interests Total £’000 £’000 £’000 £’000 £’000 £'000 £’000 £’000 (note 9) (note 10) Balance at 1 January 2025 1,042 116,959 (616) 69,739 (5,900) 181,224 7,930 189,154 Loss for the year – – – (22,581) – (22,581) – (22,581) Other comprehensive income – – – (67) (275) (342) – (342) Total comprehensive income for the year – – – (22,648) (275) (22,923) – (22,923)
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Shares issued (note 9) 3 – (3) – – – – – Share based payments – – – – 4,353 4,353 – 4,353 Deferred tax on share based payments – – – – (952) (952) – (952) Share options exercised – – 7 3,642 (3,643) 6 – 6 Acquisition of non- controlling interest (note 11) – – – 997 6,933 7,930 (7,930) – Dividends paid (note 13) – – – (9,567) – (9,567) – (9,567) Transactions with owners 3 – 4 (4,928) 6,691 1,770 (7,930) (6,160) Balance at 31 December 2025 1,045 116,959 (612) 42,163 516 160,071 – 160,071 Unaudited consolidated cashflow statementfor 6 months ended 30 June 2026 6 months to 30 June 6 months to 30 June Year to 31 December 2026 2025 2025 UnauditedUnaudited Audited £’000 £’000 £’000 Cash flows from operating activities Profit/(loss) before tax 4,341 (3,037) (30,510) Depreciation 5,575 5,281 11,637 Amortisation 6,239 7,301 13,905 (Gain)/loss on disposals (83) 57 4,694 Impairments of assets – – 27,035 Share based payments 1,389 1,469 4,353 Foreign exchange (gains)/losses (338) (560) 836 Purchase of derivatives (353) – (491) Finance income (336) (490) (1,030) Finance costs and other gains and losses 6,305 8,239 16,682 Cash inflow from operations before changes in working capital 22,739 18,260 47,111 Increase in inventories (22,803) (9,302) (10,643) Increase in trade and other receivables (24,154) (8,137) (4,191) Increase in trade and other payables 23,008 8,711 27,924 Cash (outflow)/inflow from operations (1,210) 9,532 60,201 Income tax received/(paid) 750 (3,254) (4,554) Net cash (outflow)/inflow from operating activities (460) 6,278 55,647 Cash flows from investing activities Deferred and contingent consideration paid – (981) (3,781) Purchase of investments held for trading (415) (325) (517) Purchase of intangible assets (588) (3,335) (5,544) Purchase of plant and equipment (3,963) (3,700) (5,374) Proceeds on disposal of plant and equipment 1,103 787 384 Interest received 336 490 1,030 Net cash outflow from investing activities (3,527) (7,064) (13,802) Net cash flows from financing activities Proceeds on exercise of share options 1 4 6 Acquisition of non-controlling interest (255) (6,798) (6,798) Dividends paid – – (9,567) Invoice financing inflows/(outflows) 4,163 (4,689) (7,718) Proceeds from borrowings 8,795 8,808 8,988 Repayment of loans (900) (146) (1,447) Interest paid (6,132) (6,350) (13,323) Interest on leases (490) (499) (781) Capital element of lease payments (1,945) (2,357) (5,495) Net cash inflow/(outflow) from financing activities 3,237 (12,027) (36,135) Net (decrease)/increase in cash and cash equivalents (750) (12,813) 5,710 Cash and cash equivalents at beginning of period/year 51,054 45,403 45,403 Effects of exchange rate changes (48) (761) (59) Cash and cash equivalents at end of period/year 50,256 31,829 51,054 Comprising: Cash at bank 54,631 39,312 53,983 Bank overdrafts (4,375) (7,483) (2,929) 50,256 31,829 51,054 Notes to the interim consolidated financial information
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1. General informationThe interim financial information for the period to 30 June 2026 is unaudited and does not constitute statutory financialstatements within the meaning of Section 434 of the Companies Act 2006. The interim consolidated financial information does not include all the information required for statutory financial statementsin accordance with UK adopted International Accounting Standards (“IAS”) and should be read in conjunction with theconsolidated financial statements for the year ended 31 December 2025. 2. Accounting policies Basis of preparationThe interim financial information in this report has been prepared on the basis of the accounting policies set out in theaudited financial statements for the year ended 31 December 2025. The audited financial statements for the year ended 31December 2025 were prepared in accordance with International Accounting Standards (“IAS”) adopted in the UnitedKingdom of Great Britain and Northern Ireland (“United Kingdom” and “UK”) and in conformity with the requirements of theCompanies Act 2006. The directors have adopted the going concern basis in preparing the financial information. In assessing whether the goingconcern assumption is appropriate, the Directors have taken into account all relevant available information about theforeseeable future. The statutory financial statements for the year ended 31 December 2025 have been delivered to the Registrar of Companies.The auditor’s report was unqualified, did not contain a statement under section 498(2) or 498(3) of the Companies Act 2006,and did not include reference to any matters to which the auditor drew attention by way of emphasis. Use of alternative performance measuresThe Group has defined certain measures used within the business for assessing and managing performance. Thesemeasures are not defined under IAS and they may not be directly comparable with other companies’ adjusted measures. TheGroup discloses the adjustments to IAS measures to provide transparency over the costs that are excluded from thealternative performance measures. The alternative performance measures provide a materially different presentation of theGroup’s performance compared to IAS measures. The alternative performance measures are not a substitute for IASmeasures and are presented with the adjustments to IAS measures to provide supplementary information for assessingperformance in accordance with IAS measures. Constant currency: This adjusted measure applies the current period’s exchange rates to the prior period’s results to eliminate the impact of foreign exchange movements, which are outside of management’s control. Growth at constant currency: This measure provides the percentage change for the current period compared to the prior period at a constant currency using the prior period’s exchange rates. Organic growth: This is defined as growth at constant currency excluding acquisitions until the first anniversary of their consolidation. Adjusted operating profit: Adjusted operating profit is disclosed to indicate the Group’s underlying profitability. It is defined as operating profit before acquisition costs, operating profits or losses of exited businesses, exceptional items, share based payments and associated employer taxes, and amortisation of brand, customer and supplier relationship intangible assets and impairments. Adjusted EBITDA: This represents operating profit before acquisition costs, operating profits or losses of exited businesses, exceptional items, share based payments and associated employer taxes, depreciation, amortisation, and impairments. Adjusted net finance costs: This represents finance income, finance costs, gains and losses on foreign exchange derivatives, and gains and losses on investment derivatives excluding those of exited businesses. Adjusted profit before tax: This is adjusted operating profit less adjusted net finance costs. Adjusted taxation: This represents taxation less the tax impact of the adjusting items included within adjusted profit before tax. Adjusted profit after tax: This is adjusted profit before tax less adjusted taxation. Adjusted EPS: This is EPS calculated based on adjusted profit after tax. Adjusted net debt: This is net debt excluding lease liabilities. Net debt is borrowings less cash and cash equivalents. Adjusted increase/(decrease) in trade and other payables: This is the increase/(decrease) in trade and other payables adjusted to exclude the movement on trade and other payables for cash settled share based payments and employer taxes on share based payments. Adjusted cash flow from operations: This is adjusted EBITDA plus movements in inventories, trade and other receivables and the adjusted increase/(decrease) in trade and other payables. Adjusted net debt to adjusted EBITDA ratio: This is calculated as per the Group’s RCF debt facility covenant and is described as the Group Leverage covenant. The calculation of adjusted EBITDA for the covenant differs from the calculation of the Group’s Adjusted EBITDA alternative performance measure as it excludes pension costs and includes the benefit of proforma annualised earnings for acquisitions completed in the last 12 months. Adjusted EBITDA to adjusted net finance costs ratio: This is calculated as per the Group’s RCF agreement and is described as the Interest Cover covenant. The calculation of Adjusted EBITDA for the covenant differs from the calculation of the Group’s Adjusted EBITDA alternative performance measure as it excludes pension costs and includes the benefit of proforma annualised earnings for acquisitions completed in the last 12 months. Exited businesses are business activities that are sold, disposed of, or committed to closure during the financial period.Exited businesses are identified separately for the purpose of reporting revenue and alternative performance measures. Theresults of exited businesses are disclosed separately for the current and prior period as an alternative performance measure.Exited businesses do not meet the definition of discontinued operations in accordance with IFRS 5 Non-current Assets Heldfor Sale and Discontinued Operations because they are not separate major lines of business and do not represent majorgeographical regions. Therefore, the results are not restated for the disclosure of a discontinued operation. However, exitedbusinesses are presented separately in the current and full year prior period as an alternative performance measure. The 30June 2025 period has not been represented as this is not material. Further details of exited businesses are included in note3. A reconciliation of statutory measures to adjusted performance measures is provided in note 12. 3. Segmental reporting
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6 month period ended 30 June 2026 UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000 Revenue 294,696 237,169 108,397 – 640,262Gross profit 52,389 40,918 17,818 – 111,125Gross profit % 17.8% 17.3% 16.4% – 17.4% Adjusted operating profit/(loss) 11,934 6,621 2,388 (3,929) 17,014Costs of acquisitions – – – (6) (6)Exited businesses – 231 – – 231Restructuring costs (551) (375) (527) (136) (1,589)Insurance claim for inventory fire loss – 2,124 – – 2,124Share based payments (495) (274) (96) (515) (1,380)Employer taxes on share based payments 22 16 (1) (19) 18Amortisation of brands, customer and supplierrelationships (2,758) (1,988) (1,356) – (6,102) Operating profit/(loss) 8,152 6,355 408 (4,605) 10,310 Other gains and losses, and interest (5,969) Profit before taxation 4,341 UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000Segment net assets Segment assets 318,521 241,286 107,330 81 667,218 Segment liabilities (276,362) (149,889) (76,026) (4,285) (506,562) 42,159 91,397 31,304 (4,204) 160,656 Depreciation 3,063 2,011 501 – 5,575Amortisation 2,787 2,016 1,436 – 6,239 UK£’000 Germany£’000 US£’000 Other£’000 Total£’000Segment country information Non-current assets excluding deferred tax andderivatives 83,080 23,692 17,991 48,647 173,410 6 month period ended 30 June 2025 (restated)1 UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000 Revenue 266,735 250,814 102,776 – 620,325Gross profit 48,368 42,247 18,958 – 109,573Gross profit % 18.1% 16.8% 18.4% – 17.7% Adjusted operating profit/(loss) 11,238 6,071 2,240 (2,934) 16,615Costs of acquisitions – – – (174) (174)Restructuring costs (841) (1,322) (683) (229) (3,075)Share based payments (513) (512) (141) (361) (1,527)Employer taxes on share based payments (1) 11 (7) (29) (26)Amortisation of brands, customer and supplierrelationships (2,826) (2,309) (1,966) – (7,101) Operating profit/(loss) 7,057 1,939 (557) (3,727) 4,712 Other gains and losses, and interest (7,749) Loss before taxation (3,037) UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000Segment net assets Segment assets 311,960 239,077 99,849 71 650,957 Segment liabilities (251,517) (151,264) (63,549) (8,217) (474,547) 60,443 87,813 36,300 (8,146) 176,410 Depreciation 2,867 1,908 506 – 5,281Amortisation 2,934 2,325 2,042 – 7,301 UK£’000 Germany£’000 US£’000 Other£’000 Total£’000Segment country information Non-current assets excluding deferred tax andderivatives 98,667 25,263 23,080 67,506 214,516 1 Comparative segment information has been restated due to an internal reorganisation. See note below for further details. Year ended 31 December 2025 (restated)1 UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000 Revenue 547,416 542,740 201,611 – 1,291,767Gross profit 100,909 91,315 35,788 – 228,012Gross profit % 18.4% 16.8% 17.8% – 17.7%
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Adjusted operating profit/(loss) 25,435 19,530 5,151 (6,490) 43,626Costs of acquisitions – – – (185) (185)Exited businesses – (1,077) (783) – (1,860)Restructuring costs (1,937) (4,526) (1,942) (246) (8,651)Impairments and derecognition of assets(27,035) (298) (4,090) – (31,423)Insurance claim for inventory fire loss – 1,778 – – 1,778Share based payments (1,793) (1,150) (388) (1,162) (4,493)Employer taxes on share based payments (45) (33) (10) (73) (161)Amortisation of brands, customer and supplierrelationships (5,628) (4,089) (3,772) – (13,489) Operating (loss)/profit (11,003) 10,135 (5,834) (8,156) (14,858) Other gains and losses, and interest (15,652) Loss before taxation (30,510) UKIANZ EMESEA NA Other Total £’000 £’000 £’000 £’000 £’000Segment net assets Segment assets 286,935 244,815 93,507 57 625,314 Segment liabilities (247,174) (158,013) (59,630) (426) (465,243) 39,761 86,802 33,877 (369) 160,071 Depreciation 6,203 4,191 1,243 – 11,637Amortisation 5,837 4,120 3,948 – 13,905Impairment 27,035 – – – 27,035 UK£’000 Germany£’000 US£’000 Other£’000 Total£’000Segment country information Non-current assets excluding deferred tax andderivatives 84,752 25,021 18,889 51,212 179,874 1 Comparative segment information has been restated due to an internal reorganisation. See note below for further details. Restatement of comparative segment informationDuring the period, the Group revised the management and organisation of its operations resulting in a change to itsmanagement reporting structure. As a result, the composition of the Group's reportable segments changed and the ChiefOperating Decision Maker ("CODM") now reviews the business based on the following reportable segments United Kingdom,Republic of Ireland, Australia, and New Zealand (“UKIANZ”), Continental Europe, Middle East, and South East Asia(“EMESEA”) and United States of America and Canada (“NA”). The former APAC segment has been disaggregated and integrated into the former UK&I and EMEA segments to reflect theway in which operations are now managed and performance is assessed. Australia and New Zealand operations are nowreported within the UKIANZ segment and the South East Asia operations are reported within the EMESEA segment. In accordance with IFRS 8 Operating Segments, comparative segment information has been restated to reflect the newreportable segment structure. The change has no impact on the Group's total reported performance or position, cash flows,or earnings per share. Exited businesses Exited businesses include certain results in the Europe, Middle East, and South East Asia (“EMESEA”) and North America (“NA”) segments. The results of exited businesses included within the segments for each period is as follows: Period ended 30 June 2026 EMESEA exited businesses NA exited businesses Total £’000 £’000 £’000 Revenue 491 – 491 Gross profit (75) – (75) Gross profit % (15.3)% – (15.3)% Operating profit 231 – 231 Finance income 2 – 2 Profit before taxation 233 – 233 Taxation (35) – (35) Profit after taxation 198 – 198 Year ended 31 December 2025 EMESEA exited businesses NA exited businesses Total £’000 £’000 £’000 Revenue 20,295 656 20,951 Gross profit 2,184 656 2,840 Gross profit % 10.8% 100.0% 13.6% Operating loss (1,077) (783) (1,860) Finance costs (145) (12) (157) Loss before taxation (1,222) (795) (2,017) Taxation 183 207 390
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Loss after taxation (1,039) (588) (1,627) The exited businesses in the EMESEA segment are the results of the operations in Switzerland under the MobilePro brand name. The MobilePro brand name was acquired on 17 January 2019 as part of the acquisition of MobilePro AG. The exited businesses in the NA segment are the results of the operations in the West Coast of the US under The Farm brand name. The Farm brand name was acquired on 19 January 2024 as part of the acquisition of The Farm Norcal LLC and The Farm North West LLC. 4. Exceptional items 6 months toJune 20266 months toJune 2025 Year toDecember2025 £’000 £’000 £’000 Restructuring costs 1,589 3,075 8,651Losses on derecognition of acquired intangibles – – 4,388Impairment of Enterprise Resource Planning (“ERP”) software asset– – 27,035Insurance claim for inventory losses due to fire (2,124) – (1,778) (535) 3,075 38,296 All exceptional items have been recognised in administrative expenses apart from the insurance claim, which is in otherincome. The Group’s restructuring costs were incurred for reorganising its operations in all geographies. Restructuring costs includethe costs of reorganising business activities including redundancies, the costs of closing unprofitable business lines, and thecosts associated with exiting business operations. The losses on derecognition of acquired intangible assets relate to the derecognition of brand names, customerrelationships, and supplier relationships related to the exited businesses. The acquired intangible assets were derecognisedas they related to exited businesses. See note 3 for details of the exited businesses. The impairment loss on the ERP software asset occurred due to the decision to reassess the deployment of the Group’sERP system. The Group altered its plans for the deployment of the ERP system to pursue the benefits of digital tools and AI,and our reassessment of the cost, pace, and risks associated with the ERP deployment. The revised deployment significantlyreduced the available benefits from the asset that had been capitalised and resulted in an impairment. The carrying value ofthe ERP was impaired down to a value of £2,499k representing the value in use for the instance of the ERP that has beendeployed. The insurance claim relates to a claim for inventory lost in a warehouse fire that occurred in the United Arab Emirates on 21December 2024. There was no loss of life due to the fire, which resulted in the total loss of the Group’s inventory at thatlocation. The resulting insurance claim for the inventory loss has been agreed with the insurer and was partly settled during2025 with the final settlement received during 2026. 5. Other gains and losses 6 months to June 2026 6 months to June 2025 Year to December 2025 £’000 £’000 £’000 Foreign exchange derivative losses (106) (847) (185) Investment derivative losses – (22) (19) Borrowings derivative losses (229) (832) (1,298) Foreign exchange gains/(losses) on borrowings 1,015 (145) (975) Gains on deferred and contingent considerations 120 123 121 Losses on deferred and contingent considerations (154) (229) (454) Gains on put option liabilities – 320 233 Losses on put option liabilities (329) – – 317 (1,632) (2,577) 6. Finance costs 6 months to June 2026 6 months to June 2025 Year to December 2025 £’000 £’000 £’000 Interest on overdraft and invoice discounting 1,582 1,481 3,404 Interest on leases 490 499 781 Interest on loans 4,548 4,625 9,836 Other interest costs 2 2 84 6,622 6,607 14,105 7. Earnings/(loss) per shareBasic earnings/(loss) per share is calculated by dividing the profit/(loss) after tax attributable to equity shareholders of theCompany by the weighted average number of shares outstanding during the period. Shares outstanding is the total shares
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issued less the own shares held in employee benefit trusts. Diluted earnings/(loss) per share is calculated by dividing theprofit/(loss) after tax attributable to equity shareholders of the Company by the weighted average number of shares in issueduring the period adjusted for the effects of all dilutive potential ordinary shares. The Group’s earnings/(loss) per share and diluted (loss)/earnings per share, are as follows: 6 months toJune2026 6 months toJune2025 Year toDecember2025Profit/(loss) attributable to equity holders of the Group (£’000)3,569 (2,492) (22,581)Weighted average number of shares outstanding 103,289,230102,912,365103,020,581 Potentially dilutive effect of the Group’s share option schemes 2,782,166 – – Weighted average number of diluted ordinary shares 106,071,396102,912,365103,020,581 Basic earnings/(loss) per share 3.46p (2.42)p (21.92)p Diluted earnings/(loss) per share 3.36p (2.42)p (21.92)p Basic and diluted earnings/(loss) per share are equal for the period to 30 June 2025 and year to 31 December 2025, sincewhere a loss is incurred the effect of outstanding share options is considered anti-dilutive and is excluded for the purpose ofthe diluted loss per share calculation. If the Group had made a profit attributable to equity holders of the Group for the period ended 30 June 2025 the potentiallydilutive effect of the Group’s share option schemes would be 2,593,569 and the weighted average number of diluted ordinaryshares would be 105,505,934. If the Group had made a profit attributable to equity holders of the Group for the year ended 31 December 2025 thepotentially dilutive effect of the Group’s share option schemes would be 3,121,511 and the weighted average number ofdiluted ordinary shares would be 106,142,092. 8. Currency impactThe Group reports in Pounds Sterling (“GBP”) but has significant revenues and costs as well as assets and liabilities that aredenominated in other currencies. The following table sets out the exchange rates in 4 significant figures used in the periods reported: 6 months to 30 June 2026 6 months to 30 June 2025 At 30 June 2026 At 30 June 2025 At 31 December 2025 Average Average EUR/GBP 1.151 1.192 1.161 1.167 1.145 AUD/GBP 1.924 2.055 1.917 2.091 2.017 NZD/GBP 2.293 2.247 2.334 2.257 2.339 USD/GBP 1.345 1.300 1.327 1.370 1.345 CHF/GBP 1.058 1.120 1.071 1.091 1.066 NOK/GBP 12.94 13.93 13.14 13.87 13.57 AED/GBP 4.938 4.772 4.867 5.039 4.946 QAR/GBP 4.894 4.730 4.824 4.995 4.808 SAR/GBP 5.046 4.877 4.987 5.139 5.045 CAD/GBP 1.852 1.835 1.883 1.870 1.844 MYR/GBP 5.371 N/A 5.422 N/A 5.458 IDR/GBP 23,120 N/A 23,780 N/A 22,520 The following tables illustrate the effect of changes in foreign exchange rates relative to GBP on the profit before tax and net assets. The amounts are calculated retrospectively by applying the current period’s exchange rates to the prior period’s results so that the current period’s exchange rates are applied consistently across both periods. Changing the comparative result illustrates the effect of changes in foreign exchange rates relative to the current period’s result. Applying the current period exchange rates to the results of the prior period would have the effects on the translation of profit before tax and net assets of foreign entities as stated in the tables below. Loss before tax Revised2025 2025 Impact Impact £’000 £’000 £’000 % EUR (2,934) (3,037) 103 (3.4)%AUD (3,067) (3,037) (30) 1.0%NZD (3,035) (3,037) 2 (0.1)%USD (2,790) (3,037) 247 (8.1)%CHF (3,062) (3,037) (25) 0.8%NOK (3,029) (3,037) 8 (0.3)%AED (3,113) (3,037) (76) 2.5%QAR (3,042) (3,037) (5) 0.2%SAR (3,049) (3,037) (12) 0.4%CAD (3,028) (3,037) 9 (0.3)% All currencies (2,816) (3,037) 221 (7.3)% Net assets Revised2025 2025 Impact Impact
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£’000 £’000 £’000 % EUR 176,771 176,410 361 0.2%AUD 176,587 176,410 177 0.1%NZD 176,410 176,410 – –%USD 176,843 176,410 433 0.2%CHF 176,374 176,410 (36) –%NOK 176,544 176,410 134 0.1%AED 176,973 176,410 563 0.3%QAR 176,560 176,410 150 0.1%SAR 176,652 176,410 242 0.1%CAD 176,264 176,410 (146) (0.1)% All currencies 178,288 176,410 1,878 1.1% 9. Share capitalThe total allotted share capital of the Company is: Allotted, issued and fully paid 6 months to June 20266 months to June 2025Year to December 2025 Number £’000 Number £’000 Number £’000 Issued and fully paid ordinary shares of £0.01 each Opening balance 104,545,126 1,045104,245,126 1,042104,245,126 1,042 Shares issued 600,000 6 300,000 3 300,000 3 Closing balance 105,145,126 1,051104,545,126 1,045104,545,126 1,045 During the period Midwich Group plc issued 600,000 shares (2025: 300,000) into an employee benefit trust. 10. Other reserves Movement in other reserves for the period ended 30 June 2026 (Unaudited) Sharebasedpaymentreserve Translationreserve Putoptionreserve Capitalredemptionreserve Otherreserve Total £’000 £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2026 5,247 (4,931) – 50 150 516 Other comprehensive income – (385) – – – (385)Total comprehensive income for theperiod – (385) – – – (385) Share based payments 1,389 – – – – 1,389Deferred tax on share based payments(341) – – – – (341) Share options exercised (731) – – – – (731) Transactions with owners 317 – – – – 317 Balance at 30 June 2026 5,564 (5,316) – 50 150 448 Movement in other reserves for the period ended 30 June 2025 (Unaudited) Sharebasedpaymentreserve Translationreserve Putoptionreserve Capitalredemptionreserve Otherreserve Total £’000 £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2025 5,489 (4,656) (6,933) 50 150 (5,900)Other comprehensive income – (3,604) – – – (3,604) Total comprehensive income for theperiod – (3,604) – – – (3,604) Share based payments 1,469 – – – – 1,469Deferred tax on share based payments(365) – – – – (365) Share options exercised (2,267) – – – – (2,267)Acquisition of non-controlling interest (note11) – – 6,933 – – 6,933 Transactions with owners (1,163) – 6,933 – – 5,770 Balance at 30 June 2025 4,326 (8,260) – 50 150 (3,734) Movement in other reserves for the year ended 31 December 2025 (Audited) Sharebasedpaymentreserve Translationreserve Putoptionreserve Capitalredemptionreserve Otherreserve Total £’000 £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2025 5,489 (4,656) (6,933) 50 150 (5,900)Other comprehensive income – (275) – – – (275)Total comprehensive income for the year– (275) – – – (275)Share based payments 4,353 – – – – 4,353Deferred tax on share based payments(952) – – – – (952)Share options exercised (3,643) – – – – (3,643)
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Acquisition of non-controlling interest (note11) – – 6,933 – – 6,933 Transactions with owners (242) – 6,933 – – 6,691 Balance at 31 December 2025 5,247 (4,931) – 50 150 516 11. Acquisition of non-controlling interestDuring the period to 30 June 2025 the Group acquired the remaining 35% non-controlling interest in Cooper Projects Limited.The non-controlling interest in Cooper Projects Limited had a value of £7,930k and was acquired for a consideration of£6,798k. £6,933k of the put option reserve was transferred to retained earnings when the Cooper Projects Limited element ofthe put option was extinguished. During 2024 the Group acquired the remaining 20% non-controlling interest in Midwich International Limited for aconsideration of £5,036k paid during 2024 with a further consideration that was retained due to be settled in 2026. A further£255k was paid during the period to 30 June 2026 and the amount outstanding at the period end is £4,725k. 12. Alternative performance measures 6 months to 30 June 2026 6 months to 30 June 2025 £000 £000 Operating profit 10,310 4,712 Acquisition costs 6 174 Operating profit of exited businesses (231) – Exceptional items (535) 3,075 Share based payments 1,380 1,527 Employer taxes on share based payments (18) 26 Amortisation of brands, customer and supplier relationships 6,102 7,101 Adjusted operating profit 17,014 16,615 Depreciation 5,575 5,281 Amortisation of patents and software 137 200 Adjusted EBITDA 22,726 22,096 Increase in inventories (22,803) (9,302) Increase in trade and other receivables (24,154) (8,137) Adjusted increase in trade and other payables1 23,035 8,627 Adjusted cash flow from operations (1,196) 13,284 Profit/(loss) before tax 4,341 (3,037) Acquisition costs 6 174 Profit before tax of exited businesses (233) – Exceptional items (535) 3,075 Share based payments 1,380 1,527 Employer taxes on share based payments (18) 26 Amortisation of brands, customer and supplier relationships 6,102 7,101 Borrowings derivative losses 229 832 Foreign exchange (gains)/losses on borrowings (1,015) 145 Other gains and losses on deferred and contingent considerations 34 106 Other gains and losses on put option liabilities over non-controlling interests329 (320) Adjusted profit before tax 10,620 9,629 Finance costs (6,622) (6,607) Finance income 336 490 Finance income of exited businesses (2) – Foreign exchange derivative losses (106) (847) Investment derivative losses – (22) Adjusted net finance cost (6,394) (6,986) Adjusted operating profit 17,014 16,615 Adjusted net finance cost (6,394) (6,986) Adjusted profit before tax 10,620 9,629 Profit/(loss) after tax 3,569 (2,492) Acquisition costs 6 174 Profit after tax of exited businesses (198) – Exceptional items (535) 3,075 Share based payments 1,380 1,527 Employer taxes on share based payments (18) 26 Amortisation of brands, customer and supplier relationships 6,102 7,101 Borrowings derivative losses 229 832 Foreign exchange (gains)/losses on borrowings (1,015) 145 Other gains and losses on deferred and contingent considerations 34 106 Other gains and losses on put option liabilities over non-controlling interests329 (320) Tax impact of exceptional costs (114) (798) Tax impact of share based payments (343) (393) Tax impact of employer taxes on share based payments 5 (6) Tax impact of amortisation of brands, customer and supplier relationships(1,560) (1,831) Tax impact of foreign exchange losses/(gains) on borrowings 246 (38) Adjusted profit after tax 8,117 7,108 Weighted average number of ordinary shares 103,289,230102,912,365 Diluted weighted average number of ordinary shares 106,071,396105,505,934
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Adjusted basic earnings per share 7.86p 6.91p Adjusted diluted earnings per share 7.65p 6.74p 1 Excludes the movement in cash settled share based payments and employer taxes on share based payments. The full results of exited businesses are included in note 3. 13. Dividends During the period the Group declared a final dividend of 3.50 pence per share, which was paid on 6 July 2026. (30 June 2025: 7.50 pence per share). After the period end the Group declared an interim dividend for the six months to 30 June 2026 of 1.9 pence (30 June 2025: 1.75 pence per share) that relates to profits earned over the period. 14. Copies of interim reportCopies of the interim report are available to the public free of charge from the Company at Vinces Road, Diss, IP22 4YT.
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